• Malta Private Company

  • GENERAL

    Legal Framework

    Maltese Private Companies are governed by the Maltese Companies Act.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Maltese Private Company is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Maltese Private Company is 2 and the maximum is 50.

    The practice for satisfying the above requirement is for a third party to hold a single share of the company and all the remaining shares to be held by the intended beneficiary.

    A single-shareholder private company is also allowed but a restriction is placed on its directors whereby its sole director is not allowed to be a corporate body.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of a Maltese Private Company can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors is 1.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of directors.

    Corporate Directors

    The directors of a Maltese Private Company can be individuals and/or legal persons and they are not required to hold shares in the company. However, if the company has only 1 director then this director cannot be a corporate body.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Maltese Private Company needs to hold an annual general meeting of its shareholders. The annual general meeting can take place anywhere in the world.

    In addition, shareholders can vote by a proxy or be telephone.

  • CAPITAL

    Minimum Capital Requirement

    The minimum capital requirement for a Maltese Private Company is €1,165 and at least 20% must be paid-up.

    Currency of Capital

    The share capital can be denominated in any major currency.

    Non-par Value and Bearer Shares

    Bearer shares and non-par value shares are not allowed.

    Capital Duty

    There is no capital duty on the issuance of share capital.

  • REGISTERED OFFICE

    Registered Office

    It is a legal requirement for every company in Malta to a have a registered office in Malta.

    Company Secretary / Registered Agent

    It is a legal requirement for every company in Malta to have a company secretary.

    The company secretary should be an individual.

    The law does not require the company secretary to be resident in Malta.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    The law provides for certain restrictions on the acquisition by foreign investors of 25% or more of the shares in a Maltese Private Company which owns, directly or indirectly, immovable property situated in Malta. An authorization must be requested from the Authorities.

  • FORMATION

    Time Needed for Incorporation

    It usually takes 2 - 4 working days to register a Maltese Private Company.

    Shelf companies are available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    All companies registered in Malta must prepare an annual return upon each anniversary of the company's registration date. The return should be submitted to the Registrar of Companies within 42 days after the date to which it is made up.

    Each company must also submit its accounts after the end of each financial year. The format of the accounts to be submitted depends on the size of the company.

    Small companies may draw up abridged balance sheets and layouts of profit and loss accounts if at least 2 of the following 3 criteria are met:

    • balance sheet total less than €2.562.311.
    • turnover less than €5.124.622.
    • average number of employees during the period less than 50.

    Private companies may also draw up abridged balance sheets and layouts of profit and loss accounts if at least 2 of the following 3 criteria are met:

    • balance sheet total less than €46.587.
    • turnover less than €93.175.
    • average number of employees during the period less than 2.

    Private companies have 10 months after the year-end to submit their audited financial statements.

    Filing with the Tax Authorities

    All companies must also submit an annual income tax return to the Tax Authorities within 9 months from the year-end or 31 March of the following year, whichever is later.

  • RECORDS

    Accounting Records

    All companies in Malta are required to maintain accounting records. These can be held in any currency and in any place of the world.

    Financial Statements

    Every company in Malta must prepare a full set of financial statements in accordance with International Financial Reporting Standards (IFRS).

    Even though small companies, subject to certain criteria, can submit to the Registrar of Companies an abridged set of accounts, for Income Tax purposes, audited financial statements are required for all companies.

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the holding company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

    In addition, there are also exemptions from the requirement to prepare consolidated financial statements in the case of small Groups.

  • AUDIT

    Audit Requirement

    The annual accounts of a Maltese Private Company need to be audited.

    However, an exemption from audit applies if the balance sheet of a Maltese Private Company does not exceed the limits of 2 of the following 3 criteria:

    • Balance sheet total €46,587.
    • Turnover €93,175.
    • Average number of employees during the accounting period 2.

    Even though an audit exemption is available, a Maltese company would still need to prepare audit financial statements for tax return purposes.