Malta’s comprehensive and accommodating regulatory framework makes corporate structuring available to prospective investors from all corners of the world. Business may be conducted in Malta in a variety of forms: as a sole proprietorship, a partnership, a limited liability company (private or public), a branch of a foreign company, a trust, a cooperative, an investment company with variable capital (SICAV), as well as in a number of cell company structures. Most entrepreneurs opt for the limited liability company. Partnerships are common in the professional services sector, SICAVs are the vehicle of choice for funds, and the protected cell company is common in the insurance sector.
The principal legislation covering companies and partnerships is the Companies Act (1995), modelled on the UK Companies Act and European law. Every company registered in Malta must have a registered office in the country. Companies and other forms of partnerships are required to submit a valid Memorandum and Articles of Association, or deed of association in the latter case, normally subscribed by at least two persons. Under certain conditions, it is also possible to register single member companies. Companies and partnerships are registered with the Registry of Companies based at the Malta Financial Services Authority (MFSA). Malta also excels in the speed and efficiency with which investors can set up a company: once the Registrar of Companies has all necessary documentation and information in hand, registration may take as little as 24 hours.
A Limited Liability Company is formed by means of subscription to capital divided into shares. The liability of the shareholders is limited to the amount, if any, unpaid on the shares held. The minimum share capital required to set up a private company is €1,164.69, with 20% paid up and subscribed to by at least two persons, except in the case of single member companies, with restricted objects. In the case of a public company however, the minimum share capital requirement is €46,587.47, with 25% paid up and subscribed for by at least two persons. Companies in Malta need to fulfil a number of statutory requirements. A private company requires a company secretary and at least one director who can be either a corporate entity or an individual, Maltese resident or not. In addition, a Maltese company needs to have a registered office in Malta and a minimum of two shareholders. However, exemptions to this rule apply. Due to Malta’s fully-fledged trustee regime, shares may be held by licensed trustees in a fiduciary capacity for and on behalf of the ultimate beneficial owners. In order to apply for Malta’s tax refund system and achieve the intended tax results, a company may be required to have additional substance in Malta.