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Company Formation

A private company may have a minimum of 1 shareholder (single member company) with a maximum of 50 shareholders.

Public companies must have at least 2 shareholders.

No maximum number of shareholders is set.

The minimum number of directors in a private company is one with no maximum number.
The minimum number of directors in a public company is two while there is no maximum number set.

The minimum share capital of a private company is €1,165 of which at least 20% has to be paid up.

The minimum share capital of a public company is €46,588 of which at least 25% has to be paid up.

The money equivalent to the paid up issued share capital must be deposited in a bank account under the name of the company in formation. The relevant bank deposit slip should then be presented to the Registrar of Companies as proof of payment.

Yes, you can check whether a particular name is already being used by an existing company. If the name is not being used, you may request the Registrar to reserve the desired name for a three-month period.

Names chosen can not be very similar to the name of a reserved company or display any vulgar language, otherwise, company names may be chosen according to forming members’ requirements.

There are a number of reasons to register a company in Malta.

1. 6/7 tax refund to the non- resident shareholder of a Malta trading company upon distribution of dividend (except on profits on sale of immovable property in Malta, and profits that have been taxed at source on a final withholding regime). The effective tax rate is 5%.

2. Refund of 5/7th of the tax paid by the Malta company on profits that consist of passive interest or royalties

3. Refund of 2/3rd of tax paid by the Maltese company on profits that have already claimed relief for double taxation.

4. Full tax refund of a Malta company holding a participating interest* in another non resident company.

5. No stamp duties or exchange control restrictions and no withholding taxes apply on outbound distribution of profits, interest, royalties and liquidation proceeds from the Maltese Company to non resident shareholders.

6. A company can be registered in Malta within two days.

7. Minimum paid up share capital required is €233, being 20% of minimum share capital required amounting to €1,165.

8. Sale of shares in a Malta Company by Non-Residents: Any gains or profits derived by non-residents on a disposal of shares or securities in a company resident in Malta are exempt from tax in Malta, provided that:

– The company does not have, directly or indirectly, any rights over immovable property situated in Malta;
– The beneficial owner of the gain or profit is not resident in Malta;
– The company is not owned and controlled by, directly or indirectly, nor acts on behalf of an individual/s ordinarily resident and domiciled in Malta.

9. Extensive network of Double Taxation Agreements

10. English-speaking professional workforce makes it a popular business vehicle for companies to be registered in Malta.

* A holding by a Maltese Company in a non resident company qualifies as a participating holding if any of the following criteria are satisfied:
• The holding is 10% or more of equity share capital
• The Company in Malta has an investment of minimum €1.16million held for at least 183 Days
• The Company in Malta is entitled to appoint a director in the non-resident company
• Where the holding is a furtherance of the business of the company in Malta.

The Profits by the Maltese Company from a ‘Participating holding’ is exempt from tax if one of the following criteria are satisfied:
• The non-resident Company is resident in a European Union State; or
• It is subject to foreign tax of 15% or more; or
• It does not have 50% or more of its income derived from passive interest and royalties
• The holding of the Maltese company is not a portfolio investment. If the non resident company derived more that 50% if its income from portfolio investments this will be deemed as a portfolio investment.
• The non resident company has paid foreign tax of more than 5%.

A new company registration in Malta is constituted by Memorandum & Articles of Association (M&A) that are subscribed to by the shareholder/s. The M&A would primarily state:
– the name of the company;
– the name, address and official identification of the subscribers;
– whether the company is a private company or a public company;
– the registered office address of the company in Malta;
– the activities of the company;
– details regarding the authorized, issued and paid-up share capital;
– the number of directors and their particulars,
– the particulars of company secretaries ;
– the manner in which the legal and judicial representation of the company is to be vested.

A certificate of registration is issued by the Malta Registrar of Companies in respect thereof.

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