NCMB can provide the necessary advice on forming a limited company or companies to businesses in Malta. Here are some of the issues to consider…
In Malta you can only set up a company using a registered corporate service provider. You first need to decide on the following:
- Whether the company is to be a private or public company limited by shares, or a private company limited by guarantee
- The purpose of the company and its capital requirements
- Whether the proposed company name is available and acceptable
Incorporation procedures
Besides the obvious KYC and AML procedures, the incorporation of a company in Malta is triggered with the submission of a Memorandum of Association, the Articles and the payment of the applicable registration fee, which will depend on the chosen share capital.
The Memorandum of Association is a short document, serving the limited purpose of evidencing the intention of each subscriber to form a company and become a member of that company. Companies must specify their objects and the authorised and issued share capital.
A company registered under Maltese Companies Act must be made up of the following:
- Director/s
- Secretary/ies
- Shareholder/Beneficial Owner
- Registered office Address
Post Incorporation Matters
Once the structure is incorporated, a number of matters should be considered:
- First meeting of directors – Once you receive the Certificate of Incorporation, you should hold a first meeting of directors to deal with a number of matters mainly outlined below. Minutes must be taken for such meetings
- Registration for Income tax – by default every company registered in Malta would be assigned a Maltese tax number
- Registration for VAT – before proceeding for this, one ought to consider a number of things because besides there being different VAT registration possibilities, VAT registration may not be needed in the first place. Moreover, it could be possible that a VAT registration in non-Maltese countries would still be possible.
- Opening of bank account – the bank account can be in Malta or abroad. Moreover, one is to decide on banking arrangements, including agreeing authorised signatories in respect of the Company’s bank account and passing the resolutions required by the bank.
- Extension of first financial year-end – companies registered between July and December can extend their first financial year up-to 31st December of the subsequent calendar year.
- Applying for the stamp duty exemption. Certain companies are eligible for a stamp duty exemption (commonly referred to as the DDT10 Determination) which exempts share transfers by or into the Company from stamp duty. Moreover, this also grants exemptions from paying provisional taxes and offers extensions in tax payment deadlines.
- Prepare and issue share certificates, BO and member registers
- Consider applying for fiscal consolidation. Malta’s top tax efficiency measure involves the application of fiscal consolidation. This is only possible for certain structures and since registration is subject to some deadlines, one ought to consider this at an early stage upon company formation.
If you are considering forming a limited company in Malta, contact the team at NCMB for advice and assistance.
