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PRACTICE AREAS
Overview of Practice Areas
Corporate
Company Set-Up and Administration
The Maltese Company
Continuation of Companies
Merger and Acquisitions
Insolvency
Joint ventures
Privatisation and Public Private Partnerships
Trusts and Trustees
Financial Services
Communications, Media and Technology
Intellectual Property & Anti Counterfeiting
Shipping & Aviation
Litigation and Alternative Dispute Resolution
Gaming and Lotteries
Competition
Employment and Labour
Real Estate & Development
Other

COMPANY SETUP AND ADMINISTRATION

In Malta there is one form of company - the limited liability company - this may be private or public. 
 
In this respect, the approval of the Registrar of Companies is required prior to setting up of a company. This is readily available provided the Registrar subject to the requirements indicated hereunder being satisfied. Furthermore, in the case of companies which are to operate in particular sectors, a license of authorisation under the applicable laws and regulations will also have to be applied for and be granted. 
 
A limited liability company may be registered by the shareholders or their authorised agent. MAMO TCV may carry out all necessary formalities. 
 
The length of time to incorporate depends on the type of company and on whether all information and documentation is available and in order. However, generally, the process may take as little as 24 hours. 
 
CORPORATE REQUIREMENTS 
 
Subscribers (Shareholders)  
  • A company is generally incorporated by at least two shareholders. Certain exemptions allowing for a single member company to be incorporated apply.
  • Subscribers may be individuals or corporate. Nominee shareholding is also permissible through the services of a local nominee company licensed by the Malta Financial Services Authority. It is possible to use the services of our company TCV Management and Trust Services Limited, as a nominee shareholder of shares held on trust in the company.
 
Directors  
  • The Board of Directors can be composed of either foreigners and/or locals. The company must have at least one director.
 
Company Secretary  
  • A company is to appoint a Secretary responsible for keeping the statutory books. These services are offered by our firm.
 
Registered Office 
  • Every company registered in Malta must have a registered office in Malta. The registered office of a company may be situated at the office of MAMO TCV.
 
Meetings 
  • Every company must hold in each year a general meeting as its annual general meeting in addition to any other meetings to be held during that year.
 
Company Returns 
  • Annual returns are to be filed annually by all companies. Annual returns must be filed with the Registrar of Companies accompanied by a payment depending on the authorised share capital of the Company. This varies from a minimum of Euro 165 to a maximum of Euro 980.
 
Accounting Requirements 
  • A company’s financial statements must be drawn up in accordance with the provisions of the Companies Act, 1995 which requires all companies to maintain proper books of accounts which give a true and fair view of the state of the Company’s affairs and which explain its transactions.
  • The Act contains certain minimum disclosure requirements including that the financial statements have to be audited by a Certified Public Accountant and Auditor.
  • Generally accepted accounting principles in Malta are International Financial Reporting Standards (IFRS)
  • The audited accounts of a corporation form the basis of the tax computation but certain statutory adjustments are carried out. In addition, some expenses may be non-allowable.
  • The Inland Revenue Department may require further information on the company and the annual income tax return must be supported by such particulars, statements or other documents as may be necessary to enable the entities income and allowable deductions to be readily ascertained.
 
REGISTRATION REQUIREMENTS 
 
The following information and documentation will be needed in order to incorporate the company:  
 
Company Name 
  • Three names in order of preference must be provided so that an application may be made to the Registrar of Companies for approval.
 
Principal Activities 
  • Details of the main business activity of the company must be provided in order to formulate the objects clause of the Memorandum of Association.
 
Share Capital 
  • The share capital of a company may be denominated in any foreign currency. There is a minimum capital requirement amounting to Euro 1,200 in private companies. At least 20% of the issued share capital must be paid up. The share capital of the company must be remitted to a “company in formation” bank account with a local bank.
 
Shareholders 
 
In the case of an EU shareholder:  
 
If the shareholder is an individual a certified copy of his passport is required. 
 
If the shareholder is a legal person one of the following is required: 
  • a certified copy of the memorandum and articles of association of such company (latest version required) or
  • a certified copy of a good standing certificate of the company, or
  • the certificate of incorporation of such company.
 
In the case of a Non-EU Shareholder: 
 
Besides the above listed documents a full bank reference (from an established bank) addressed to the MFSA is required 
 
Directors 
 
A certified copy of the director’s passport is required if such person is a natural person or one of the documents listed above if such director is a legal person. 
 
Additional Information 
 
Additional information from each director and shareholders may be required e.g. police conduct. 
 
Requirements for the Opening of a Bank Account in Malta  
 
Mamo TCV may also provide assistance with the opening of a bank account in Malta.  
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