Requirements for a Company Registration in Malta

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Requirements for a Company Registration in Malta

Shareholding:

The maximum number of shareholders for a private company is fifty, whereas there is no maximum number of shareholders in the case of a public company. The minimum number of shareholders is normally two; however a "single member company" may also be registered under the Companies’ Act. A single member company is a private limited liability company, which qualifies as an exempt company and which is incorporated with one member or whose membership is reduced to one person after incorporation. In the case of a single member company, the Memorandum of Association should also indicate the main trading activity of the company.

Directors and Company Secretary:

Every public company must have at least two directors whereas every private company must have at least one director. Every company must have a Company Secretary. No company may have as company secretary its sole director unless the company is a private exempt company or as sole director of the company a body corporate, the sole director of which is company secretary to the company. It shall be the duty of the directors of a company to take all reasonable steps to ensure that the company secretary is an individual who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary. The law does not require that the company secretary be resident in Malta.

Meetings:

Every company must hold an Annual General Meeting. Every general meeting other than this annual general meeting is called an extraordinary general meeting.

Compnay Returns & Annual Accounts:

All companies must prepare an annual return in the prescribed format to be made up, upon each anniversary date of its registration. The return must be filed with the Registrar of Companies within 42 days after the date to which it is made up. A payment between EUR100 and EUR1,400 depending on the authorised capital is to be submitted along with the return.

Companies are also required to file a copy of the annual accounts. These must generally be accompanied by a copy of the auditors’ report thereon, and the directors’ report unless a declaration Form is submitted in which case the letter is unnecessary. The annual accounts must be approved within 10 months from the end of the financial year.

Companies returns, and annual accounts can also be filed online. As stated before this can be done by registering oneself as an "authorized agent" which gives one permission to file such documents electronically without the need to submit such documentation physically at the Registry of Companies.

The format of the accounts to be submitted depends on the size of the company. Small companies may draw up abridged balance sheets and abridged layouts of profit and loss accounts. A small company, according to the companies act, is a company which on its balance sheet dates does not exceed the limits of two of the three following criteria:

Balance sheet total: EUR 4,000,000;
Turnover: EUR 8,000,000
Average number of employees during the accounting period: 50.

Private companies which on their balance sheet date do not exceed the limits of two of the three following criteria: Balance sheet total: EUR 46,600
Turnover: EUR 93,000
Average number of employees during the accounting period: 2;

shall be exempted from the requirements concerning, auditing of accounts and such companies may draw up abridged balance sheets and abridged layouts of profit and loss account and abridged notes to the accounts.

Form BO1:

In the case of the registration of a new company, anyone of the shareholders of the proposed company or partnership is a body corporate, then a Form BO1 must be filed with the memorandum and articles of association. Generally, this Form must be filed when the body corporate shareholder holds more than 25% of the ownership either directly or indirectly. Details on the beneficial owner must include: name & surname of the beneficial owner, date of birth, nationality, country of residence, official identification number and country of issue.

Should in realty no beneficial owner holds 25% or more of the issued share capital, than as a second test one should consider who actually controls and determines the everyday running of the company.

Supporting documents:

-Certified copies of passports for director/secretary/shareholder
-Copy of utility bill as evidence of the residential address for director/secretary/shareholder
-Police conduct for director/s
-Reference letter of character nature for the director/s from notary/accountant/lawyer/bank
-Declaration by directors confirming that: (a) he is not interdicted or incapacitated or is an undischarged bankrupt; (b) he has not been convicted of any of the crimes affecting public trust or of theft or of fraud or of knowingly receiving property obtained by theft or fraud.
-Declaration of compliance with article 139 made by persons applying to become directors of a proposed company.

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