Over the years, Malta has solidified its position as an attractive destination for the setting up of a limited liability company. Malta not only provides an effective EU-based solution but also offers an attractive tax system which may be highly beneficial for the ultimate beneficial owners of the company.
The Companies Act
The Companies Act, Chapter 386 of the Laws of Malta is the governing legislation regulating companies registered with the Maltese Business Registry, which provides an online forum which may be accessed by the information proving information relating to companies registered in Malta and their involvements.
In terms of the Act, a company may be established in Malta as a private limited liability company or a public limited liability company. The main difference between the two are the limitations in the number of shareholders and the restrictions imposed by the law on the holding of the shares in a private limited liability company. In both cases, however, the shareholders’ liability shall be limited to the amount that they would have contributed to the formation of the company. Without a doubt, most businesses in Malta are set up as private limited liability companies.
It must be noted that the process of registering a company in Malta does not begin by filing the necessary documentation with the Malta Business Registry. The process begins with the inception of an idea and the organisation of such an idea by the ultimate beneficial owners into a feasible structure. Our legal and corporate professionals at BDO Malta can provide the necessary advice and assistance even at these initial stages so that clients can effectively structure their interests. (
Memorandum and Articles of Association
The main requirement to proceed with the setting up of a limited liability company in Malta is the drafting and the filing of its constitutive documentation, namely the Memorandum and Articles of Association. Such constitutive documentation would include details about the objects of the company to be set up as well as the details of involved parties, such as the shareholders, directors and company secretary.
The articles of association, specifically, would include details regulating matters relating to corporate governance. It should be noted that the First Schedule of the Act provides module regulations which may be used as standard clauses to be included in the articles of association. These model regulations may be derogated from as long as such derogations do not infringe any of the provisions of the law.
How can BDO hep?
BDO Malta has a fully fledged corporate team to assist clients with the drafting of tailor-made constitutive documentation for companies to be registered in Malta as well as other documentation that would need to be filed with the authorities to proceed with the company formation process as well as to provide assistance with the company’s annual maintenance requirements.
Our professionals can also assist clients who opt for other corporate structures, permitted by Maltese company law, such as partnerships en nom collectif, partnerships en commandite, branches of a company registered in an overseas jurisdiction, trusts and foundations.