- →
-
Contact Form
-
Almost every Malta company formation, whether called registering, incorporating or setting up a company in Malta, is the registration of a private limited liability company at the Malta Business Registry (MBR). Under the Companies Act (Cap. 386) a company is private when its memorandum or articles restrict the transfer of its shares, cap its members at fifty and forbid any invitation to the public to subscribe for its shares (article 209), and its name must end with “private limited company”, “limited” or “ltd.” (article 70(2)).
Malta has no separate offshore company. A company incorporated in Malta on or after 1 July 1994 is resident there for income tax wherever its board meets (Income Tax Act, article 2). A structure sold as offshore is an ordinary Ltd whose shareholders claim the refunds explained below.
| Point | Private Ltd | Private Ltd with one shareholder | Public limited company |
|---|---|---|---|
| Share capital | EUR 1,164.69 authorised capital or more, subscribed by at least two persons | EUR 1,164.69 authorised capital or more, subscribed by the single member | EUR 46,587.47 authorised capital or more |
| Paid when the memorandum is signed | At least 20% of each share taken up | At least 20% of each share taken up | At least 25% of each share taken up |
| Directors | At least one | At least one, and no company as director | At least two |
| Company secretary | Required, and not the sole director | Required; the sole director may hold the post | Required |
| Condition | No more than fifty members | Exempt company status and a main activity named in the objects (articles 211, 212) | Prospectus rules for any public offer |
Article 69 of the Act lists what the memorandum must state; the MBR’s formation guide adds the documents.
| Requirement | What Maltese law and the MBR ask |
|---|---|
| Shareholders | Natural or legal persons of any nationality and residence |
| Directors | At least one, living anywhere; each signs a consent and a declaration on disqualification in Malta or another Member State (Form K (1), dated within a month of filing) |
| Company secretary | Required and need not live in Malta; a company may hold the post only if it is a registered company service provider |
| Registered office | An address in Malta: a company service provider licensed by the MFSA, or another address with proof and the owner’s authorisation |
| E-mail address | Stated in the memorandum and monitored, because the Registrar writes to it |
| Objects | A real description; “any lawful purpose or trade in general” is not accepted (article 71) |
| Capital | 20% of each share paid on signing, shown by a bank deposit slip for an account of the company in formation |
| Identity | Certified copies of identity documents for each shareholder, director, representative and the secretary; for a shareholder from outside the EU, a character reference from a lawyer, auditor, accountant or notary who has known them for a year, given in the last six months |
| Beneficial owners | A declaration with the memorandum, unless every shareholder is a natural person holding in their own name and nobody else controls the company |
Articles are optional, since the model regulations in the First Schedule apply where none are registered (article 75), and the Act does not require a notary: the memorandum may be a private writing (article 76(2)).
Since 1 March 2025 new incorporations are submitted only digitally, through the MBR portal BAROS, by someone registered with the Registrar as an authorised user: the shareholders themselves or a representative licensed as a company service provider.
On timing the MBR says it depends on whether everything filed is in order, and that once the Registrar has all documents and information the process “may take from as little as 24 hours”. Until then, anyone contracting in the company’s name is personally liable unless agreed otherwise (article 78). Registration does not replace a licence (article 77(3)): gaming still needs the Malta Gaming Authority, and financial services the MFSA.
Forming companies for others is regulated. The Company Service Providers Act (Cap. 529) treats forming companies, acting as or arranging a director or company secretary, and providing a registered office as company services, which nobody may provide by way of business in or from Malta without authorisation from the MFSA (articles 2 and 3).
That is where a Maltese agent fits in: a registered office at a licensed provider avoids the proof of address, a company acting as secretary must be a registered provider (Companies Act, article 138(2)(c)), and an authorised BAROS user files. None of it is compulsory. Shareholders may file themselves, and an individual abroad may be secretary if the directors are satisfied that person has the knowledge and experience the post needs (article 138(3)).
Income tax registration normally needs no application. The Malta Tax and Customs Administration (MTCA) says that once a company is incorporated it is registered with the Commissioner for Tax and Customs, formerly the Commissioner for Revenue, and a nine-digit income tax number is generated automatically.
VAT is a separate step. A company established in Malta applies for registration under article 10 of the VAT Act within thirty days of its first taxable supply in Malta, or of its first supply of services in another Member State on which the customer pays the VAT. With domestic turnover in the previous calendar year within the EUR 35,000 domestic threshold it may register under article 11 as a small enterprise instead, and article 12 covers intra-community acquisitions and services on which the company must pay the VAT. The standard rate is 18%.
| Obligation | When | Basis |
|---|---|---|
| Annual return | Made up to each anniversary of registration, delivered within 42 days | Companies Act, art. 184 |
| Annual accounts | Laid within ten months after the end of the accounting period, then delivered within 42 days | Arts. 182, 183 |
| Audit | Not required by the Act within two of three limits: balance sheet total EUR 46,600, turnover EUR 93,000, two employees | Art. 185(2) |
| Company tax return | Within nine months of the year end, or by 31 March for a year ending between 1 January and 30 June; filed by a registered tax practitioner | MTCA |
| Change of directors, secretary or registered office | Within 14 days | Arts. 79, 146 |
For tax, the Audit Exemption Rules, 2025 accept a review report instead of an audit for periods from 1 January 2025 where a company is within two of those limits, and nothing where it is within all three.
A Maltese company pays 35 cents on every euro of chargeable income (Income Tax Act, article 56(6)), on worldwide income and capital gains. Refunds follow a distribution and go to the shareholder, who must be registered for them. Under article 48 of the Income Tax Management Act the shareholder may claim:
A refund never exceeds the tax actually paid, and none is due until the claimant’s returns are filed (article 48(1A)).
A Maltese holding company usually relies on the participation exemption: income and gains from a participating holding, which includes a direct holding of at least 5% of a company’s equity shares carrying at least 5% of two of votes, profits and assets on a winding up, are exempt (Income Tax Act, articles 2 and 12(1)(u)). For dividends from holdings acquired since 2007 the subsidiary must be resident in the EU, taxed abroad at 15% or more, or earn no more than half its income from passive interest or royalties; otherwise the holding must not be a portfolio investment and the subsidiary or its passive income must have borne foreign tax of at least 5%.
Under Legal Notice 188 of 2025 a company may instead elect a final tax of 15% on its chargeable income. The election binds for at least five years, the tax is never credited or refunded to anyone, and it may not come out lower than the ordinary tax less the shareholders’ refunds. It is open to companies generally, not only to multinational groups.
A new company meets a bank twice: before registration, to receive the paid-up capital in the name of the company in formation, and afterwards for its working account, where HSBC Bank Malta’s Fusion route asks for Maltese identity documents for all connected parties and APS Bank asks about economic substance in Malta. Details are on bank accounts for Maltese companies.
Speed is seldom the reason in Malta. A ready-made Maltese company fits narrower cases: you need a registration date earlier than today, or you would rather not pay in capital for a company that does not exist yet. Buying adds a share transfer, duty on it and a series of filings, so weigh both routes; the general case is on off-the-shelf companies.
We can form a new Maltese Ltd or supply a ready-made one. We prepare the memorandum and articles or the transfer documents, the director and beneficial owner forms and the filings with the Registrar, and we help you prepare the bank application; where we have a working contact at a suitable bank we can make an introduction, and the bank alone decides. Every Maltese company needs a company secretary, and we arrange the secretary or a director only through a company service provider authorised or registered by the Malta Financial Services Authority, and a nominee shareholder only through a trustee the MFSA has authorised; such a director owes the duties in article 136A of the Companies Act, which no agreement can exclude, and the nominee and you as beneficial owner are both declared to the Registrar.
Reserve the name through the MBR portal BAROS, draft a memorandum naming the shareholders, directors, company secretary, registered office in Malta and objects, and pay at least 20% of each share into an account of the company in formation. Then file the memorandum, the deposit slip, each director’s Form K (1), certified identity documents and, where a shareholder is a company, the beneficial owner form. The Registrar issues the certificate of registration.
Yes. Shareholders and directors need no Maltese residence, citizenship or work permit, and the company secretary may live abroad. A foreign founder needs a registered office in Malta, certified copies of identity documents and, for a shareholder from outside the EU, a bank or professional character reference from a lawyer, auditor, accountant or notary who has known them for at least a year.
The MBR gives no fixed period: it says the time depends on whether everything filed is in order, and that once the Registrar has all documents the process may take from as little as 24 hours. Before filing come the name reservation, the capital deposit and the declarations.
The authorised share capital of a private company must be at least EUR 1,164.69, subscribed by at least two persons or by the single member of an exempt company. At least 20% of the nominal value of each share taken up is paid when the memorandum is signed, shown by a bank deposit slip.
Yes. Every Maltese company must have one, and a vacancy must be filled within fourteen days. The secretary need not be resident in Malta and may be a company only if it is a registered company service provider. A sole director cannot also be secretary unless the company is an exempt company, the same status a company needs to have a single shareholder.
Not for the registry: incorporations are filed digitally through BAROS, the memorandum may be a private writing, identity documents go in as certified copies, and electronic filings carry an electronic signature the Registrar recognises (article 82). Banks differ: Bank of Valletta begins with a branch appointment, and HSBC Bank Malta’s Fusion route ends with a short appointment at a branch.
Planning a Malta company formation? Tell us who the shareholders and directors will be and what the company will do, and we will set out what the registration would need. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.
More on Malta: the Malta overview, ready-made shelf companies in Malta, bank accounts for Maltese companies and the comparison of Cyprus and Malta.