Step-by-step guide on how to open a company in Malta

The incorporation process is a fairly simple process. As a first step Zeta’s compliance team will perform due diligence checks on the shareholders, beneficial owners of the proposed Malta company. The following provides you with a step by step guide of the process.

Our Corporate team will assist with the entire process ensuring a seamless experience

As a first step you must establish the type of company that you wish to set up.

1. Limited Liability Company, this can be set up as a Private or Public company:

1. Private if it limits the number of members to fifty, and it prohibits any invitation to the public to subscribe for any of its shares or debentures. Some private companies may qualify for certain advantages if they meet specific criteria that enables them to list themselves as Private Exempt Companies.

2. Public if it does not qualify as a private company and publicly offers shares or debentures.

2. General Partnership this type of structure may be set up as follows:

1. En Nom Collectif, which refers to a partnership between two or more partners, one of which must be either an individual or a corporate body.

2. En Commandite, also known as Limited Partnership, where members hold limited liability over the company.

3. Single Proprietorship or Single Member Company, an enterprise held in ownership by one person. This can happen either at the time of incorporation or through the acquisition of all shares by one person only.

4. Overseas Companies, having a corporate body outside of Malta with a branch located in Malta

Our business development team will be able to guide you on the best option based on what you wish to achieve from establishing a Malta company.

Establishing a name for the company

One must consider a number of factors when choosing a name. The name of a company must not be a copy of a company registered with the any authority. ‘’Insurance’’,

‘’Financial’’, ‘’Bank’’, ‘’Blockchain’’ are words that must be backed up with clear evidence that you are authorised to use such wording in the name. In summary, the name should be unique and properly represents the company’s venture.

Preparation of the corporate documents

Once that the type and name of the company are established a set of necessary legal documents will be prepared to file with the Malta Business Registry to register the company.

The Memorandum of Association represents the charter of the company. It is a legal document that defines its relationship with the shareholders and specifies the objectives for which the company was formed.

The Articles of Association, on the other hand, are documents that outline the internal regulations of the company. If not registered, it is implied that the company adopts the model articles found in the First Schedule to the Companies Act.

Furthermore, when registering a new company with a corporate shareholder, a supplementary document known as Form BO1 must be filed together with the Memorandum. This form contains full disclosure of the beneficial owner details. This Form must be filed when the body corporate shareholder holds more than 25% of the ownership either directly or indirectly. Details on the beneficial owner must include name and surname of the beneficial owner, date of birth, nationality, country of residence, official identification number and country of issue.

Capital Requirements

The minimum authorised share capital of a public company is EUR 46,587.47. In the case of a private company, the minimum authorised share capital is EUR 1,164.69. The authorised share capital shall be subscribed by at least two persons. Nonetheless in case of a single member company, share capital shall be prescribed by only one person, being the sole shareholder of the company.

Where the authorised share capital is equal to the minimum stipulated by law, as aforesaid, it must be fully subscribed in the memorandum. Where it exceeds such minimum, at least that minimum shall be subscribed in the memorandum. In the case of a public company, not less than 25%, and in the case of a private company, not less than 20%, of the nominal value of each share taken up shall be paid up on the signing of the memorandum.

Evidence of paid-up share capital should also be produced, and can be submitted in the form of bank deposit advice, clearing showing the full name of the company stating that the company is still in formation.

Additional supporting documents may be requested at the Registrar’s discretion.

A registration fee will also have to be paid – the amount depends on the company’s authorised share capital.

Registration

Once that the filed documents are approved the Malta Business Registry will issue a Certificate of Registration. This certificate confirms and verifies that the company is registered and that it exists and is authorised to commence business from the date of issue of the said certificate.

As long as the company is found to be satisfactory, the entire process from filing to a company being registered can take anything from 3 to 5 working

Value Added Tax Registration

A company registered with the Malta Business Registry that will be trading must then be registered with the VAT department to obtain a VAT number. VAT is set at 18% in Malta. A registered practitioner must be appointed to file the application.

Zeta will be able to assist with the application process

Filing Requirements of a Malta Company

An Annual Return report, as well as the audited Financial Statements, are to be filed every year with the Malta Business Registry within a stipulated timeframe.

The Annual Return must be filed within 42 days from the date on the Certificate of Registration. The document is signed by the company secretary or director of the company. The Annual Return is a record of information that is available to the public about the company which appears on the Malta Business Registry. The information reported includes the name of the company and its registered office address; the total of share capital and details of what is paid up; disclosure on the full names and address details of the shareholders, directors, and company secretary. Upon submission of the Annual Return a fee is due to the Malta Business Registry, and this is calculated based on the amount of share capital of the company.

It is important to note that for any changes that take place within the company that effects the change in registered office, shareholding, director role or company secretary role the Malta Business Registry are to be notified within a short timeframe. Distinct forms should be compiled with a resolution.

How can we help?

Zeta Corporate & Management Services Limited, Co Reg No. C46771, is authorised to act as a Company Services Provider by the Malta Financial Services Authority offers. We offer Directorship and Company Secretary roles; Bookkeeping and Administration; Payroll Services and Company Liquidation.