Malta - Company Incorporations

Company Type	Time to Incorporate	Cost
IHC	1 week	£2540

The Malta Company

The International Holding Companies (IHC) are designed to take advantage of the tax treaties signed by Malta. An IHC is a company whose activities are limited to foreign shareholders and other similar passive income generating activities. Such entities are taxed in a particularly advantageous manner where income is received from participating holdings.

Shareholders

A minimum of two shareholders are required who may be corporate or individual. The personal details of a Maltese company’s registered shareholders are public information but, anonymity can be retained by the use of nominee shareholders.

Directors

A Maltese company must have at least one director, they may be an individual or corporate body and do not need not be Maltese nationals.

In order to establish that the company is tax resident in Malta, and therefore to gain tax treaty benefits, it will be necessary to have the majority of the board of directors based in Malta.

Registered Office

Every Maltese company must maintain a registered office in Malta. We have a Maltese business address which you can used as your companies registered office. Any changes to the company's registered office must be notified to the Registrar of Companies.

Company Secretary

A Maltese company must have a company secretary. It is the duty of the directors to take all reasonable steps to ensure that the company secretary is an individual who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary. The law does not require that the company secretary be resident in Malta.

Malta - A Guide to the Registration of Companies

A limited liability company is the most common form of business in Malta.

A limited liability company is validly constituted in accordance with the Companies Act once a memorandum of association is entered into and subscribed by at least two persons and a certificate of registration is issued in respect thereof by the Registrar of Companies.

Private Company

A private company is a company that must, by its memorandum or articles:

• Restrict the right to transfer its shares
• Limit the number of shareholders to fifty
• Prohibit any invitation to the public to subscribe for any shares or debentures of the company

Memorandum and Articles of Association

The Memorandum of Association must specify the objects for which the company is incorporated. The objects may not be simply stated to be any lawful purpose or trade in general.

• Whether the company is a public company or a private company
• The name and residence of each of the subscribers thereto
• The company name
• The company's registered office in Malta
• The objects of the company
• The amount of share capital with which the company proposes to be registered (also referred to as the authorised capital), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class
• The number of the directors, the name and residence of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate; the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation
• The name and residence of the first company secretary
• The period, if any, fixed for the duration of the company
• In respect of each shareholder, director and company secretary, the number of an official identification document should also be given
• The total amount or an estimate of all the costs payable by the company or chargeable to it by reason of its formation up to the time it is authorised to commence business, and of all the costs relating to transactions leading to such authorisation
• A description of any special advantage granted, prior to the time the company is authorised to commence business, to anyone who has taken part in the formation of the company or in transactions leading to such authorisation

The memorandum of association may be accompanied by the articles of association, which is a document which prescribes the internal regulations of the company.

If articles of association are not registered, it is assumed that the model articles of association found in the First Schedule to the Companies Act have been adopted.

The memorandum and articles, if any, must be delivered to the Registrar of Companies who, being satisfied that all the requirements of law have been complied with, shall register them. A company comes into existence from the date of registration indicated in its Certificate of Registration.

Who may incorporate

Subscribers may be individuals or corporate entities. The shares of a company may also be held by a trustee, who is duly authorised in accordance with Maltese Law.

Time required for incorporation

The incorporation of a Maltese company usually takes up to a week. Once the Maltese Registrar of Companies has all necessary documentation and information, the process may take as little as 24 hours.

Share Capital

A private company has a minimum authorised share capital of €1,500. The authorised share capital shall be subscribed by at least two persons. This should be fully paid-up.

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.

Private Exempt Companies

A private company may have the status of an exempt company, and qualify for certain advantages if the following conditions are contained in its memorandum or articles of association:

• The number of persons holding debentures of the company is not more than 50; and
• No corporate body is the holder of, or has any interest in, any shares or debentures of the company or is a director of the company, and neither the company nor any of the directors is party to an arrangement whereby the policy of the company is capable of being determined by persons other than the directors, shareholders or debenture holders thereof.

Shareholders

The maximum number of shareholders for a private company is fifty. The minimum number of shareholders is normally two; however a single member company may also be registered under the Maltese Companies Act. A single member company is a private limited liability company, which qualifies as an exempt company and which is incorporated with one member.

Types of Share

A Maltese company may have different types of shares and classes within each type of share, bearer shares are not permitted.