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November, 19 2018
November, 19 2018
Malta Company Formation
Company Service Providers are frequently registered lawyers, notaries and accountants that maintain offices within the Malta jurisdiction and can provide any of the below services to clients:
1. Establishment of companies or other legal entities
2. Acts as a director or secretary of a company or any other related position in other legal entities;
3. Provides a registered office, a business correspondence or an administrative address
Concerning the above services, if someone wants to make a registration on Malta’s Financial Services Authority there should be a concrete request to the Authority and be accompanied by a non-refundable application fee, which is expected to be of Eur200. If registration is granted, a supervisory fee of approximately EURO 2.000 is payable on an annual basis.
It should be noted that persons who act as advocates, notaries, lawyers, and accountants are exempted from this formality.
There is no doubt that the reasoning of this exemption is based on the significant accountability given to holders of the warrants.
Persons qualified to act as administrators are also exempted from registration with MFSA. This exemption is based on the idea that service providers are already subject to PML rules within the framework of their professional activities. Even though these persons are exempted, they are still obliged to notify the Financial Intelligence Analysis Unit (FIAU) to act as service providers through their company's business.
Maltese Company Act
According to the forms of Business organisation, the Maltese Companies Act provides several types of commercial partnerships such as limited partnerships, private limited companies and public limited companies. The main form of business organization in Malta is a private limited liability company.
The Companies ACT 1995 came into force with the objective of updating Maltese Corporate legal framework and harmonizing the ACT with the EU directives on company law.
In addition, shipping companies incorporated in Malta before or after the entry into force of the Companies ACT 1995, can choose to be governed by the Merchant Shipping regulations of 2004.
Limited Liability Companies can either be private or public. The difference of these two types is largely that private companies restrict the transferability of shares, prohibits the public to subscribe for shares of the company and the number of members is limited to 50 .
A Maltese company is set up by a Memorandum of Association which must be signed at least by two persons unless it’s regarding a private exempt company. After that a certification of registration is being issued. The Memorandum shall mention the name of the company; the address and official identification of the subscribers, the type of the company, the registered office of the company in Malta, the objects of the company, information regarding the authorized share capital issued and paid-up, the number of directors and the way in which the representation of the company will be drilled.
The minimum authorised and issued share capital for public companies shall be EUR 46 587, 47 of which at least 25% must be paid-up. For private companies the authorised and issued share capital shall be minimum EUR 1164.69 of which at least 20% is to be paid-up. Companies may have share capital expressed in any major currency.
The various Company Registration Expenses are paid to the Registrar of Companies. The expenses could be everything from EURO 245 to a maximum of EURO 2,250. The expenses depend on the value of the Authorized Share Capital.
The central Registry of Companies (ROC) is the responsible authority that administrates all errands regarding the registration of all Maltese companies. All the formal notifications made in connection with Maltese companies can be found on the website of the register in MFSA.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought on your specific circumstances. For further information, please contact Maria Erotokritou at :
By: Maria Erotokritou (LLB Law- University of Wales)