Corporate Administration

Registered Office Address

Maltese Company Law obliges all Maltese companies to have an effective registered office in Malta. Zeta provides dedicated registered office facilities in Malta, irrespective of the place where the company’s business is conducted. Only those authorised by the Malta Financial Services Authority may provide the service of Registered Address.

Zeta offers a registered office service which allows for a cost-effective way to establish a permanent legal presence. The registered address is where documents can be delivered to the company, to its directors and shareholders. It is also the address where the company documents are filed and held. Such documents must always be available for public inspection by the respective Authority.

Mail forwarding service is also available.

Maltese companies are not required to open a bank account with a Maltese bank; however, depending on circumstances, it is recommended to open a bank account within Malta. At Zeta, our corporate team can assist clients with making contact with Malta’s most reputable banking institutions while assisting clients throughout the process; this includes:

• Introduction to Maltese banking entities or foreign banking entities;
• Assistance in the preparation of required application documentation;
• Assistance with the preparation of due diligence documentation requested by the bank;
• open accounts, for personal or corporate accounts;
• in the cases where Zeta acts as a local director, it is our obligation to also act as a joint signatory on the bank accounts.

Zeta can assist in the opening of international bank accounts through our established contacts of international banking entities. We can also make contact with banks of your choice outside of Malta to establish banking relations for your company.

Those international investors doing business through Malta and seeking banking facilities to operate their business will be made aware of the everchanging regulations and banks AML requirements which have become more complex in the last few years.

At Zeta, our prime goal is to provide our client with exceptional banking support from the setup of a bank account, the ongoing administration of the account and the account closure. Rest assured our corporate team will address all your specific banking needs, provide solutions, as well as liaise directly with the bank on your behalf.  Over time we have built strong working relationships with the main banking institutions in Malta while keeping an eye out for emerging banking providers.

Zeta offers banking services to companies wishing to establish a local presence in Malta as well as individuals looking to operate a local bank account.

Zeta’s offers assistance with the following banking services:

• Opening of corporate bank accounts and personal bank accounts;
• Opening of corporate bank accounts in other jurisdictions;
• Closing of bank accounts;
• Online banking solutions for both the corporate and individual client;
• Effecting secure payments on behalf of clients where we act as Directors;
• Liaising with the bank on behalf of clients;
• Mail forwarding of all bank correspondence.

Bookkeeping

Outsourcing business processes make a big difference in managing all kinds of expenses, increasing efficiency and improving overall structures. While you focus on ensuring that your business grows, Zeta’s dedicated team will take care of the bookkeeping of the financial transactions and information pertaining to your business, ensuring that records of the individual financial transactions are correct, up-to-date and comprehensive. Zeta services include Bookkeeping; VAT returns and tax administration.

What type of VAT registration is applicable?

A VAT number is mandatory for any person, legal or individual carrying out an economic activity. A company should apply to register for a VAT number within thirty (30) days from the start of such economic activity.   The company must appoint an authorised local representative. Our team of professionals will advise and assist with the online vat registration.

As a Zeta client, our team will guide you on the different types of VAT registrations made available and will apply along with the necessary company documents to register the Malta company for a VAT number.

Zeta will assist with compiling the required VAT return forms during the year, ensuring that the submissions are filed duly with the relevant authority within the stipulated timelines given. As the local authorised representative in Malta, Zeta will represent and act on behalf of the Malta company as and when required. The relevant authority may request additional information concerning the activities of the company or request a meeting.

There are three different types of registrations within the VAT Act:

Article 10 of the VAT Act

Article 11 of the VAT Act

Article 12 of the VAT Act

Stipulated timeframes are given for submissions. For any late payments one should expect to pay an interest charged at a rate of 0.54% per month.

Click here to read more about VAT in Malta.

Directorship Services

The Role of the Director Under Maltese Company Law

Those permitted to act as a director is authorised by law to oversee all aspects of the everyday running of a company. A director’s primary responsibility is towards the shareholders as well as ensuring compliance with general and specific laws relating to the company’s operations.

For those setting up a Private Limited Company (LTD), the company require one or more directors, while Public Limited Companies (PLC) require two or more directors.

Duties of the Director

Primarily, the director is intended to promote the prosperity of the company and in the completing their duties, will act genuinely and in compliance with the company’s best interest. The interests of the director should therefore never affect or intervene with the interests of the company.

A director is expected to carry out their duties with the same level of dedication, care and expertise as any other diligent and competent person, with the skills and experience expected of an individual carrying out the same duties as those performed by a director with the same proficiency, knowledge and experience.

The director of the company shall not utilize from any property, data or opportunity of the company for their own or any other individual’s benefit, nor obtain benefit in any other way in connection with the exercise of their powers, unless consent has been authorised by the company. With this in mind, directors should avoid not being is a position where there is a conflict between their duties and responsibilities to the company and their own personal interest or the interest of others.

Apart from performing these general duties, directors are also obligated to perform an array of administrative duties such as:

• Calling Board Meetings and General Meetings;
• Filing returns and other documents;
• Record keeping of minute books and financial statements;
• Signing documents on behalf of the company.

Who can act as a Director?

Directors have to meet a set list of requirements in order to be approved, the law prohibits any person from being appointed as a director if:

• They are under 18 years of age (minors who are 16 years of age and have been emancipated can be appointed as a director);
• They are subject to a court disqualification order;
• They have been convicted of a crime affecting public confidence, theft, fraud, or have knowingly received property obtained through theft or fraud;
• they are prohibited, incapacitated or bankrupt

There are no restrictions on the nationality and residence of the directors of a Maltese company.

Appointment

During incorporation the directors of the company are named in memorandum and articles of association, additionally directors can be added at a later stage through a shareholder’s resolution. A director shall remain in their position until such time they resign or are dismissed, notwithstanding the fact that the appointment or memorandum of association may stipulate a set period. Any appointment must be recorded in the company register.

Resignation

Directors are permitted to resign from their position so long as:

• The directors are free to resign their posts as long as they give the company written notice;
• The resignation must be recorded in the Company Register.

How can Zeta help?

Our team provides solutions to fit each of our client’s needs, whether this be an individual Director or a corporate Director. Zeta’s Directors are experts with varied professional backgrounds and can take on roles for both executive and non-executive Directors, across a wide range of industry sectors.

Company Secretarial Services

The Company Secretary Role

Running a business is a full-time occupation. Zeta provides specialist support and advice on all company secretarial matters, tailored to suit our clients’ business needs. Zeta company secretaries ensure that the company keeps all the mandatory records, files and required forms in perfect order.

The role of the company secretary is an obligated role that is required in line with the Companies Act. Companies incorporated under the Merchant Shipping Act however are not required to appoint a company secretary.

Duties of the Company Secretary

Maltese law does not require the company secretary to be a resident in Malta, however given the duties required it is practical, in relation to the duties that need to be fulfilled. The company secretary is responsible for maintaining:

• Compiling and maintaining the minutes for company board meetings;
• Compiling and maintaining the minutes for general meetings of the company;
• Proper notice for all board/general meetings;
• Registering partners or shareholders;
• Registering bonds/debentures;
• Maintaining all other records required by the company’s directors in accordance with the Companies Act.

The overall purpose of the company secretary is to ensure the correct handling of all meetings as well as the correct preparation of statements and other company documents. The company secretary is accountable for formally notifying all changes and sending all relevant documents to the Malta Business Registry (MBR), this relates to any of the following changes:

• Change in directors;
• Change in shareholders;
• Share capital increases;
• Change of registered office address.

The company secretary is responsible for sending the company’s annual statement to the Malta Financial Services Authority (MFSA). The annual statement is required to be sent on the anniversary of the date of company incorporation or within a maximum of 42 days after that date. If not done so within the designated timeframe the company will incur penalties.

Who can act as A Company Secretary?

It should be highlighted that the law prohibits any person from being appointed or occupying positions such as company secretary if:

• They are prohibited, incapacitated or bankrupt;
• They have been convicted of a crime involving public confidence, theft, fraud, or have knowingly received property gained through theft or fraud;
• A minor;
• Subject to a court disqualification order.

The role can be taken on by a company whose license allows to provide such a service or an individual. It is important that the person has sufficient knowledge on the principles of the Company’s Act and Company Administration.

How can Zeta help?

Our team works effectively with our clients, to provide the correct solutions required. We maintain a high reputation for excellence and provides valuable experience in a wide range of industry sectors therefore you can have peace of mind that Zeta provides specialist support and advice on all company secretarial matters.

Payroll Administration Services

The processing of payroll requires continuous training as problematic areas such as income tax, social security and labour law provisions are highly involved. Our payroll team works with clients to provide the best method for your payroll needs. Zeta’s payroll service offers an alternative solution for small to large businesses.  Not only do we provide cost-effective solutions to your payroll needs, but you can also rest assure that Zeta delivers the highest quality of confidentiality. Our team ensures that your employees are paid on time, and correctly, this allows businesses to focus on achieving their goals while we make sure staff satisfaction is achieved. Our services include:

• Preparation of employment forms for employees and employers;
• Preparation of payroll and payslips;
• Registration and deregistration of employees with the relevant authorities;
• Submission of information needed to update the profile of employees for social security purposes;
• Calculation of each employee’s monthly net salary, also covering tax, social security contributions, leave balances;
• The provision of employment contracts;
• Annual reporting to authorities;
• Handling all communication with the relevant authorities.

By providing a comprehensive compliance support, Zeta delivers all the necessary support approach in relation to the particular compliance and regulatory monitoring obligations. Our team is there to offer crucial support when needed whether it being related to the Initial on-boarding or related to a more complex issue such as support with the Risk Evaluation Questionnaire and Annual Compliance Report.

Risk Evaluation Questionnaire

The Risk Evaluation Questionnaire (REQ) is a means by which the FIAU collects information on subject persons within the remit of anti-money laundering rules and regulations emanating from the applicable laws of Malta. This forms part of its reporting and offsite monitoring function. Depending on the subject person’s relevant activity or relevant financial business, a different REQ form would need to be completed on the FIAU’s platform CASPAR.

We can help in the preparation of the REQs by providing support services to subject persons. In particular, Zeta can assist subject persons in understanding the REQs and what information is required.

Submission of Annual Compliance Return

On the 1st April 2020, the Malta Financial Services Authority (MFSA) has published a circular addressed to all companies and individuals registered to act as a Company Service Providers in terms of the Company Service Providers Act. The MFSA noted that the Annual Compliance Returns (ACR) serves as a tool to collect information.

Zeta assists by ensuring that all regulatory compliance stemming from the rules and regulations are dealt with in the correct manner Our team can advise on the correct compliance structure to have in place which includes having all the required policies and procedures documented and required for your business needs.

Due Diligence

Zeta’s due diligence process reports provide a detailed background check on any entity or individual, no matter where they are located in the world. Our reporting is widely used by organisations to enhance and simplify the due diligence process and protect against reputational damage and form part of a best practice, risk-based approach to due diligence.

Background and integrity checks are a crucial feature of today’s fast-paced, globalised business environment. Our analysts are trained in proven due diligence techniques. Using these techniques, they carry out a rigorous due diligence process by gathering the right intelligence and information from open sources, subscription-based services as well as public records and documents.

The due diligence process is complicated, but we are committed to carrying out to the highest levels of competence and efficiency.

We are trained at compiling detailed background checks. Our research is subject to strict service levels and stringent quality control. Our reports are compiled from:

• Numerous public sources;
• Local and international government records;
• In-country sources;
• International derogatory electronic and physical media searches;
• English and foreign-language repositories;
• Sector-specific sources;
• Difficult-to-access public domain information in emerging markets;
• Global compliance databases;
• Information from our extensive World-Check database.

Key Information:

• Identification and name check against sanctions lists, Interpol, and PEPs;
• Access to press releases and articles as a result of the manual Name check function;
• Risk Classification on each client (KYC) according to their geographical exposure, behaviour, activities, and client relationship set-up;
• Automated Batch Name check on the same lists as mentioned above;
• AML risk monitoring according to internal procedures;
• Transactional monitoring.

This service takes into account your company’s needs both on an individual and collective level.

Cost-Effective Due Diligence

Despite the comprehensive nature of Zeta’s Due Diligence Reports, our approach is cost-effective and transparent. We do not outsource our reports’ preparation to subcontractors, thereby lowering the overall costs of the checks.

Short Turnaround Times

With a combination of at-the-source record searches, you can be confident that the information you receive is comprehensive and timely. Due Diligence Reports are generated in the shortest possible time without sacrificing quality, available with a turnaround of within 2 to 3 working days and in some cases in as little as 24 hours.

Structured Report Style

Our Due Diligence Reports are presented in a structured and logical format so that they are easy to understand. We identify and provide links for, our information sources to enable the reader to follow the chain of information if they so wish.