Archive for the ‘Company Formation’ Category

Company Formation in Malta

September 1, 2010

Photo : Francesco Marino/FreeDigitalPhotos.net

As part of 77 Great Estates’ concierge service, our real estate firm may introduce you to a law firm which may form a company and administer same.  An initial investment of only €2,289 is required as explained hereunder.

 

Legal fees :

Company Incorporation Fees (including opening of local bank account): €1,000  (+ 18% VAT)

Provision of Registered office:  €450 (+ 18% VAT) yearly

 

Share Capital Deposited at Bank : €233 

 (i.e.  20% paid up of a minimum share capital of €1,165)

 

Disbursements :

Registry of Companies filing fee (based on share Capital of €1,165):  €245

Copies (4 copies of Memorandum & Articles):  €50

Administration fee:  €50

For further information, kindly contact 77 Great Estates on (00356) 2125 2455; (00356) 9944 7444; skype: info.77GreatEstates or info@77GreatEstates.com.

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Formation of a Maltese Company – Article by Hugh Peralta & Associates – Advocates

August 10, 2009

The Law

Principal legislation is the Companies Act of 1995 which is principally based on English Company law.  Shipping companies are regulated by the Merchant Shipping Act.

Types                        Limited liability company

The limited company can be of either a private nature (Limited or Ltd.) or of a public nature (plc).  The minimum number of subscribers or shareholders for public and private companies is two, but a private limited liability company may also be formed as a single member as long as the sole shareholder and sole director are not themselves corporate entities, and the objects clause restricted to one main activity.

The limited liability company is the preferred vehicle due to the separate legal personality and limited liability it offers.

Partnerships

Maltese company law also offers the possibility of having a partnership, with either the “Partnership en commandite” being a partnership with at least one unlimited parter and other limited partners (designated as LP) and the “Partnerships en com Collectif”, being an unlimited partnership where all partners have unlimited liability.

Capital

The minimum authorized and issued share capital under Maltese law is as follows :

Private companies – Lm500 (approx. €1,170) with at least 20% thereof paid up upon subscription;

Public companies – Lm20,000 (approx. €46,600) with at least 25% thereof paid upon subscription.

Currency

The company’s share capital may be denominated in any currency. This, coupled with the fact that Malta does not impose any exchange control residencies, facilitates the use of a Maltese corporate vehicle for international business.  Exchange risk is further minimized by the fact that the company’s income tax is paid in the same currency of the share capital.  Any tax refunds are also given in the same currency.

 Registration

The registration of a company is done by submitting the necessary documentation to the Registry of Companies.  The documentation includes the Memorandum and Articles of Association (M&A) together with an identification document of the subscribers, and proof that initial share capital has been paid up.  The M&A must be signed by the subscribers or their attorneys, but does not need to be executed in front of a notary public.

Once all the documentation is submitted to the Registry of Companies the company incorporation or registration is done within 24 hours.

Malta adopts a strong stance against money laundering hence service providers are legally bound to conduct due diligence checks on prospective shareholders, beneficial owners and officers of the company.

Fiduciary services

Malta has a fully fledged trustee regime and hence shares in Maltese companies may be held by licensed trustees in a fiduciary capacity for and on behalf the subscribers.

Registration Fee

A registration fee is payable to the Registry of Companies and depends on the amount of authorized share capital.  The fee ranges between a minimum of Lm150 (approx. €350) and a maximum of Lm750 (approx. €1,750).

Annual Fee

An annual registration fee is also payable to the Registry of Companies with the minimum fee being Lm70 (approx. €163) for companies having a share capital not exceeding Lm5,000 (approx. €11,647) and the maximum fee being Lm420 (approx. €978) for companies with a share capital of Lm500,000 (approx. €1.165 million).

Directors and Company Secretary

Companies must appoint at least one director and one company secretary.  A director may be a corporate entity but the company secretary must be an individual. Furthermore, a sole director cannot occupy the post of company secretary as well unless the company is a single member company.

 General Meetings

The general meetings need not be held in Malta and may be done via a telephone or video conference.  Moreover, a company may opt not to convene a general meeting if all the shareholders are in unanimous agreement and sign a resolution to such effect.

Annual Return

Companies must submit an annual return upon each anniversary of the company’s registration date.

Annual Accounts

After the financial year end, audited financial statements must be laid before and approved by the general meeting of the company and eventually submitted to the Registry of Companies.  A company may opt for a financial year end other than 31st December as long as the first period is not less than six months and not more than 18 months. The time allowed for the submission of accounts before the general meeting is ten months after the financial year end for private companies and seven months after the financial year end for public companies.

Form of Accounts

Audited financial statements must be prepared in accordance with the Companies Act and with IFRSs.  Small companies are allowed to submit abridged accounts.

Continuation of Companies

Maltese law allows companies to change their domicile in and out  of Malta. Companies moving their domicile to Malta must come from a jurisdiction which allows such redomiciliation.  This possibility enables companies to freely move from one jurisdiction to another without the need of going through a liquidation process.

Upon an application to redomicile to Malta the Maltese Registrar will issue a provisional certificate, which will eventually be converted into a “Certificate of Continuation” upon the presentation of evidence that the company has ceased to exist in the foreign jurisdiction.

For further information, kindly contact 77 Great Estates on (00356) 2125 2455; (00356) 9944 7444; skype: info.77greatestates or info@77GreatEstates.com.