Corporate Services

Company Incorporation

The process to incorporate a Limited Liability Company in Malta, is relatively straightforward and may take as little as 24 hours provided that the level of documentation provided is of the required standard. The time frame mainly depends on the type of Company (see below) and on all information and documentation being available for presentation to the Registrar of Companies. Capstone will provide guidance and advice on the type and level of documentation required to ensure a smooth and speedy incorporation process.

Registration and Annual Fees

On incorporation, a fee is payable to the Registrar of Companies. This fees fluctuates in accordance to the authorised share capital of the company. The fee for a private limited company with the minimum authorised share capital attracts an incorporation fee of € 245.

A Malta company is required to file an annual return showing any movements in the capital structure, shareholders or officials of the company. The annual return is accompanied with an annual registration fee which is once again relevant to the company’s authorised share capital. The fee for a private limited company with the minimum authorised share capital attracts an annual return fee of € 100.

Types of Companies in Malta

A private limited company is a company that must by its memorandum or articles of association:

  • Restrict the right to transfer its shares;
  • Limit the number of members to fifty; and
  • Prohibit invitation to the public to subscribe for any shares of debentures of the Company.

A Private Limited Company must also:

  • Have the name of the Company ending with ‘limited’ or abbreviated to ‘ltd.’; and
  • Have an Authorised Share Capital of at least € 1,200 of which at least 20% must be paid up.

A private limited company may be formed with one director, it may also be formed with one shareholder, as a single member company, subject to certain conditions being satisfied.

A public limited company, is a company that does not qualify as a private company. A public company may offer shares or debentures to the public but it may not issue any form of application for its shares or debentures unless the company is registered and the issue is accompanied by a prospectus. A public limited company must:

  • have the name of the Company ending with ‘Public Limited Company’ or abbreviated to ‘p.l.c.’
  • have an Authorised Share Capital of at least € 46,600 of which at least 25% must be paid up;
  • have at least two Directors; and
  • have at least two Shareholders.

Shareholder Liability

The liability of an investor holding shares in a Malta limited liability company is restricted to the amount, if any, unpaid on the shares held.

Regulatory framework

A limited liability company in Malta, which is the most commonly used corporate form, is regulated by the Companies Act 1995.

Directorships

Company Directors are to act honestly, in good faith and in the best interests and to promote the well being of the Company. Directors are to exercise the degree of care, diligence and skill that would be exercised by a reasonably diligent person. Directors shall be responsible for:

  • the general governance of the Company;
  • its proper administration and management;
  • legal compliance; and
  • the general supervision of the Company’s affairs.

Capstone provides residential Directorship positions and related services for your Malta Company.

Secretarial

A limited liability company must have a company secretary who is normally appointed by the directors in view of their responsibility to ensure that the company secretary is an individual who has the requisite knowledge and experience to hold such office.

The Company secretary shall be responsible for keeping:

  • The minute book of general meetings of the Company;
  • The minute book of meeting of the board of Directors;
  • The register of members;
  • The register of debentures; and

Such other registers and records as the Company secretary may be required to keep by the board of Directors.

Capstone provides company secretarial services and related services for your Malta Company.

Registered Office

A Limited Liability Malta Company must have a registered office in Malta. Capstone provides various levels of registered office facilities and related services for your Malta company.