MALTA CORPORATE SERVICES

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MALTA CORPORATE SERVICES

The Maltese company law derives from the English model and provides investors with considerable flexibility inside of a well-regulated. With the country European Union membership (2004), the Maltese company law has incorporated the principles and Community rules in force.

Malta has three major structures “Business legislation”:

  • Commercial legislation,
  • Financial Services legislation
  • Fiscal legislation

Maltese companies are governed by the Companies Act 1995 with the exception of companies that register their vessels under the Maltese flag, which are governed by the Merchant Shipping Act and make use of its rights and privileges.

To be recognized and to run their business, companies incorporated in Malta must be registered with the Registrar of Companies (Registrar of Companies). All who wish to operate in the commercial sector must be in possession of a certificate of registration issued by the Registrar of Companies.

The domicile of a foreign company or Maltese can be modified upon presentation of appropriate documentation. A company formed and registered under the rules of another state can conduct its business as if it had been incorporated and registered in Malta, where the legislation of the country of origin and the Maltese allow, upon request to the Registrar of Companies. A Maltese company, similarly, with all the necessary licenses and permits, can continue their operations off Malta as if it had been established and registered under the law of the foreign country concerned.

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Types of company recognized by the Maltese business law

In Malta companies can be formed in various forms :

  • sole proprietorship or sole trader ( sole proprietor ) ;
  • general partnership ( general partnership ) ;
  • limited partnership (limited partnership ) ;
  • limited liability company ( limited liability company ) ;
  • branch of a foreign company ( branch of a foreign company ) ;
  • Trust ( regulated by the Trusts and Trustees Act ) ;
  • investment company with variable or fixed share capital – SICAV or INVCO (investment company with variable or fixed capital ) . The SICAV , investment company with variable capital , and INVCO , investment company with fixed capital , are registered under the legal form of limited liability companies .

The corporate form more ‘ diffuse ‘ the Limited liability company

  •  Limited Liability Companies

 The Limited liability companies take the form of Public Limited Companies (PLC) or Private Limited Companies (LTD). Then there are the Exempt Private Companies which, under certain conditions, constitute a variant of the LTD.

  1. PUBLIC LIMITED COMPANIES (PLC)

The minimum share capital for the establishment of a PLC is of 45,589 Euros, to be signed by at least two people. The amount is specified in the statute (Memorandum and Articles of Association) of the company.

Members, with the company registration, must pay at least 25% of the nominal value of the share held.

When the share capital is equal to the minimum established by law it must be fully subscribed in the statute. If it is greater, it must be signed at least the minimum.

Shareholders may subscribe to the company’s capital in forms other than money as required by law. When not in use the money, the law requires the provision of goods which can be subject to economic evaluation. A PLC can offer its shares or bonds to the public, but the issue must be accompanied by a prospectus.

The law requires the company to manage the presence of at least two directors and a company secretary.

  1. PRIVATE LIMITED COMPANIES (LTD)

The capital of a LTD must be at least € 1,170 and must be signed by at least two people.

Shareholders, with the company registration, must pay at least 20% of the nominal value of its share.

When the share capital is equal to the statutory minimum it must be fully subscribed in the memorandum. If it is higher, it must be subscribed to at least the minimum and can also be formed from material goods, which may be subject to an economic assessment.

The social structure must include a max of 50 members (the minimum is two) and their shares or bonds cannot be subject to transaction or offer to the public, because there are limits to their transfer.

The law requires that the management of the company are used at least one director and a company secretary. These tasks, as in the PLC cannot be performed by the same person and, in case of a sole director, he cannot be a legal person  and the secretary of the company as well.

  1. PRIVATE COMPANIES EXEMPT

The exempt private company is a special form of LTD.

The social structure must be composed exclusively of natural persons, they are not to be involved other companies, and cannot include more than 50 members. The law considers legal even a single shareholder (“Single Member Company”) in the event that the statute contains the main business field of the company. In this case, the company must carry out only the main business established.

The activity carried out by the company must always be indicated in the statute. The person with the job-role of director can also be in charge as the company secretary.

  • Branches of overseas companies (subsidiary of a foreign company)

A foreign company, within one month from the creation of a subsidiary in Malta, must deliver to the Registrar of Companies a complete file with:

– A certified copy of the incorporation of the foreign company or other document which guarantees its constitution;

– A list of the officials of the company with the indication of the relative references;

– A document that shows the name used by the branch (if this is not the same as that of the foreign company), and the branch address and activity. In addition, it will be given a list with the names and addresses of one or more persons resident in Malta authorized to represent the company in the country, along with certain information about the company.

– A document referring to the legal form of the “mother” foreign company, with an indication of where it is registered and its registration number.

  • Sole traders

A sole trader has the obligation to be registered in the “Register of Traders”. This register is kept at the Civil Court of Malta

  • General and Limited Partnerships (general partnerships and limited partnerships)

For general and limited partnerships with a share capital divided into shares does not exist any obligation to hold annual general meetings.

The law does not require the obligation to submit an annual report to the Registrar of Companies. Partnerships, however, are subject to annual fees for registration as prescribed by company law.

Formation and registration of companies

 A limited liability company is validly constituted, as reported in the Companies Act, once the memorandum of the company, which can be attached to the articles of association, is filed with the Registrar who controlled the supporting documents, issues a certificate of registration. The company has therefore originated from the recording date shown in the certificate. Other documents required by the Registrar are a copy of the identity of the shareholders and the company secretary and a copy of the receipt issued by the bank to the payment of capital in the bank account of the company.

A limited liability company can be registered either by its shareholders that their representatives properly authorized.

The recording time can vary depending on the circumstances. The registration of a company can be made in 24 hours.

Every company registered in Malta must have a registered office in the country and any variation to which it is subject shall be notified to the Registrar of Companies. In general, any changes to the statute must be notified to the Registrar of Companies.

The company’s objectives must be clearly and explicitly in the statute.

Companies must keep a General Meeting annually. Any other general meeting is called extraordinary general meeting.

Each year, in conjunction with the recording date must be prepared an annual report, and filed with the Registrar of Companies, within 42 days from its inception. The annual financial statements are filed together with a payment that varies according to the authorized capital and according to the manner of storage that can be in print or online.

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