Ready-Made Shelf Company in Malta: Buying an Existing Maltese Ltd

What a Shelf Company in Malta Is

A shelf company in Malta, also offered as a ready-made or off-the-shelf company, is a private limited company that was registered with the Malta Business Registry and then kept without trading until someone buys its shares. Buying it re-registers nothing. The company keeps its registration number, its memorandum and the date on its certificate of registration, from which it has existed and been authorised to do business (Companies Act, article 77(1)). Ownership and management change hands, whether the company will trade, hold or serve as a special purpose vehicle.

What the buyer takes over	Why it matters in Malta
Certificate of registration	Conclusive evidence that the company is duly registered (article 77(2)); its date cannot be moved
Subscribed and partly or fully paid capital	At least a fifth of each share was paid and evidenced to the Registrar when the company was formed, so no deposit for a company in formation is needed
Income tax number	Generated automatically when the company was registered, according to the Malta Tax and Customs Administration (MTCA)
Filing history	Annual returns for each anniversary of registration and the annual accounts sit in the Registrar’s files, open to inspection
Memorandum and articles	Set the objects, the transfer restrictions every private company must have, and whether the company has exempt company status

The rules for shareholders, directors, secretary and registered office are those a founder meets, explained on Malta company formation; this page covers taking over a company that already exists.

How Shares in a Maltese Ltd Are Transferred

Maltese law asks for writing, not a notary. A transfer of shares “shall be made in writing” (Companies Act, article 118(1)), and a transfer executed in Malta that is not in writing is null (Duty on Documents and Transfers Act, article 43(1)). Since the articles of every private company must restrict the right to transfer its shares (article 209), read them before signing: they say what approval the transfer needs.

Step	What happens	Legal basis
Instrument of transfer	Seller and buyer sign a written transfer; the company may register it only once it holds that instrument	Cap. 386 art. 118; Cap. 364 art. 43
Report to the tax authority	The Registrar does not accept a transfer notice without evidence that the transfer was reported to the tax authority; transfers that the International and Corporate Tax Unit (ICTU) must register go there first, with the capital gains schedule	MBR notices of 2014 and 2021
Duty	Paid at the statutory rate unless an exemption applies; for the share certificate deadline a transfer counts only once any duty due is paid	Cap. 364 art. 42; Cap. 386 art. 120(2)
Register of members	The company enters the buyer, but only after obtaining the information on the buyer’s beneficial owners; a refusal must reach the buyer within two months	Art. 119; S.L. 386.19 reg. 5(4)
Notice to the Registrar	Within 14 days after the transfer is registered with the company, naming the transferees	Art. 120(3)
Share certificates	Delivered to the buyer within two months after the transfer is registered	Art. 120(1)

If you will hold every share, check one more thing first. A Maltese company may have a single member only if it is an exempt company and its objects name its main activity (article 212(1)). Once one person has acquired all the shares, the company tells the Registrar within fourteen days, naming that member and confirming the conditions are met (article 212(4)). A shelf company formed with two shareholders may lack these clauses. They are added by extraordinary resolution, or by a written resolution signed by all members, and take effect only when the amended memorandum is registered (articles 79 and 210).

Duty on Buying Shares in a Maltese Company

Duty on the share transfer is a charge that a new formation does not carry. It is two euro for every hundred euro, or 2%, of the consideration or the real value of the shares, whichever is higher (Duty on Documents and Transfers Act, article 42(1)(b)). It rises by three euro per hundred, to 5%, where three quarters or more of the company’s assets, leaving out current assets other than immovable property, are immovable property or rights over it (article 42(2)). Seller and buyer are jointly and severally liable for it (article 49(1)).

Article 47 exempts transfers of shares in a company more than half of whose share capital, votes and profit rights are held by persons not resident in Malta, and not owned or controlled by individuals ordinarily resident and domiciled there, once the Commissioner has determined that most of its business interests are outside Malta. The exemption works only with that determination, which lasts three years and can be renewed, and it never covers a property company or shares acquired by an individual ordinarily resident and domiciled in Malta. Ask the seller whether the company holds a valid determination: the MBR has routed transfers made under one through the ICTU since February 2021.

Directors, Secretary, Registered Office and Beneficial Owners after the Purchase

• Directors. A person can be appointed director only after signing and delivering to the Registrar a written consent to act, and must declare any circumstance that could disqualify them (article 139; Form K). The company reports each change among its directors within fourteen days (article 146). Members holding more than half of the votes represented at a meeting may remove a director (article 140).
• Company secretary. The post may not stay empty for more than fourteen days (article 138(4)). A buyer who will be sole director can also act as secretary only if the company has exempt company status (article 211(4)).
• Registered office and e-mail. The directors can move the registered office within Malta, or change the registered e-mail address, by their own resolution and notify the Registrar within fourteen days (article 79).
• Name. A new name needs an extraordinary resolution, at least 75% in nominal value of the shares represented and 51% of all voting shares, or a written resolution of all members; it counts only once registered, and the Registrar issues an altered certificate (articles 79, 80, 135 and 210).
• Beneficial owners. Since Legal Notice 184 of 2026, a company whose shareholders are all natural persons holding in their own name, with nobody else in control, uses its register of members as its beneficial owners register. A buyer acting through a company or a trustee is different: the transfer notice goes to the Registrar with a beneficial ownership form, the Registrar will not register the transfer without it, and later changes are reported within fourteen days (S.L. 386.19, regulations 5 and 6).

Checking a Maltese Shelf Company before You Buy

Any person may inspect the documents the Registrar keeps and obtain certified copies (Companies Act, article 424). Confirm:

• the certificate of registration and the date on it;
• the memorandum: the objects, the transfer restrictions and, if you will be the only shareholder, the exempt company clauses;
• how much of each share has been paid, since members remain liable up to the amount unpaid on the shares they hold (article 67);
• an annual return for every anniversary of registration, and accounts for each period, which a private company lays within ten months of its year end and files within 42 days after that;
• the company’s tax returns, which the MTCA expects for every year from a registered tax practitioner within nine months of the year end;
• any VAT registration and the article it was made under;
• any article 47 duty determination and the current beneficial ownership record.

The Bank Account of a Ready-Made Maltese Company

A Maltese company’s capital is paid into an account in the name of the company in formation when it is set up, but whether a shelf company still has a working account is a question for the seller. Where it has one, the account belongs to the company, and a sale of the shares does not end it. The bank, though, must keep its customer information current under Malta’s anti-money laundering regulations, and new owners, directors and signatories are that kind of change, so it repeats its checks and may keep the account, ask for more or close it. APS Bank’s corporate application, for instance, has the company undertake to tell the bank about changes in its beneficial owners, officials and signatories. Bank requirements are on bank accounts for Maltese companies, and buying with an account on shelf companies with bank accounts.

Why Buyers Choose a Ready-Made Company in Malta

• A registration date already in the past. The company has existed since the date on its certificate, and anyone who checks the Registrar’s files sees that date.
• No capital deposit for a company that does not exist yet. A founder must pay at least a fifth of each share into an account of the company in formation and file the bank’s slip; a buyer finds that step done.
• A tax file that already exists. The income tax number was issued when the company was registered, and the yearly returns and accounts show how the company has been kept.

When a Shelf Company Brings Nothing over a New One

Malta’s registry is not the bottleneck: the MBR says a complete incorporation may be processed in as little as 24 hours. A shelf company pays the same 35% tax, with the same shareholder refunds, as a company registered today; its new directors sign the same declarations; and the bank runs the same checks on its owners. It has no trading record to show anyone, and buying it adds a transfer, duty on it unless an article 47 determination applies, and a set of fourteen-day filings with the Registrar. A VAT number is not a reason either, since a company that has never traded is not required to hold one. If you need neither an earlier registration date nor to skip the capital deposit, register a new company; Malta company formation explains how.

What We Do

We can supply a ready-made Maltese company or form a new one. We prepare the share transfer, the resolutions on directors, secretary, registered office and name, the notices to the Registrar and the beneficial owner forms, and we help you prepare the bank application. Where we have a working contact at a suitable bank we can introduce you; only the bank decides whether to open or keep an account. Should you need a secretary or a director after the purchase, we turn only to a company service provider holding MFSA authorisation or registration, and for a nominee shareholder only to an MFSA-authorised trustee; a director appointed this way is bound by article 136A of the Companies Act like any other, and the beneficial ownership form filed with the transfer declares both the nominee and you.

Frequently Asked Questions about Ready-Made Companies in Malta

Can a foreigner buy a shelf company in Malta?

Yes. Maltese company law sets no residence or nationality condition for shareholders or directors, and a foreign company can be the buyer. The buyer still meets the registry’s rules: certified identity documents, a signed consent and disqualification declaration from each new director, a registered office in Malta and, where the buyer is a company or a trustee, a beneficial ownership form filed with the transfer notice.

Is there stamp duty on a share transfer in Malta?

Yes, under the Duty on Documents and Transfers Act. The rate is 2% of the consideration or the real value of the shares, whichever is higher, and 5% where three quarters or more of the company’s relevant assets are immovable property. Seller and buyer are jointly and severally liable. Transfers in a company owned mainly by non-residents and doing most of its business outside Malta can be exempt, but only with a determination from the Commissioner under article 47.

Does a ready-made Malta company come with a VAT number?

Not necessarily. A Maltese company must apply for VAT registration within thirty days of its first taxable supply, so one that has never traded has no duty to be registered. It may still hold a voluntary registration as a business intending an economic activity, or a limited registration under article 12 for cross-border purchases, and the Commissioner may cancel one it is not entitled to. Ask which registration, if any, it holds.

Can one person own a Maltese Ltd alone?

Yes, if the company has exempt company status and its objects state its main activity. A company becomes a single member company when one person acquires all its shares, and it must then notify the Registrar within fourteen days, naming the member and confirming that the conditions are met. The single member exercises the powers of the general meeting, and those decisions are recorded as minutes of the general meeting.

How do I check a Maltese company before buying it?

Ask for the registration number and search the Malta Business Registry, where any person may inspect the documents filed and obtain certified copies. Compare the memorandum, the latest annual return and the accounts with what the seller says, and confirm the paid-up capital, directors, company secretary and registered office. Ask separately for the tax returns, any VAT registration and any article 47 duty determination, which come from the tax authority rather than the registry.

Is a Maltese shelf company tax resident in Malta?

Yes. The Income Tax Act treats every company incorporated in Malta on or after 1 July 1994 as resident in Malta, wherever it is managed, so new owners abroad do not change its residence under Maltese law. It is taxed at 35% on its worldwide income, and shareholders can claim back part or all of that tax when profits are distributed. Substance still matters when the company claims treaty benefits.

More on Malta: the Malta overview, Malta company formation, bank accounts for Maltese companies and our guide to aged shelf companies.