Holding company in Malta
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The Premium Pack*: no move, banking introduction* included, payment in 1 or 2 instalments
Pay in 1 instalment € 3 490
Pay in 2 instalments, deposit € 1 765
Company incorporation in Malta + HSBC bank introduction*: €3,490 + VAT or in 2 instalments €1,765 + VAT. Possibility of payment by bank transfer
- When you place your order, you will automatically receive an e-mail with a Company incorporation form to fill in.
- Payment can also be made by bank transfer: you can place your order above: during payment, you will be offered the option of paying by bank transfer; click on the “Bank transfer” box: when we receive your order, we will send you our bank details for your transfer, with the option of paying in 1 or 2 instalments.
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The Premium Pack includes :
- Company incorporation in Malta, 100% online, no need to travel, banking introduction* HSBC.
- New and unique: an independent manager (partner) calls you to assist you with your banking introduction*.
- Bonus (offered): 3 exclusive business ideas not yet exploited.
- We guarantee comprehensive, high-quality service, transparency and trust; we guarantee real-time availability 6 days a week, 10 hours a day, follow-up and support… Find out what our customers have to say about us.
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- Boost your business with our network of contacts throughout Europe (manufacturers, distributors, suppliers, resellers, local agents, logistics and goods receiving, etc.).
There’s no need to travel to set up your company, or to introduce your bank*. What’s more, we speak French.
Banking introduction* (online banking, CB,...) to Revolut Business, Wise,... : €0 (included in all Companies incorporation orders)
OR
Assistance in English (an independent account manager, employed by the bank, calls you and takes care of your request to open an account with Revolut Business or with one of our other partners) : €290 + VAT.
OR
Banking introduction* in a real bank in Europe (French language), network of banking agencies in a country bordering France, with travel : €392 + VAT.
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Banking introduction* in a real bank, with a network of branches, WITHOUT TRAVEL (which is rare for a real bank), with of course online access, remotely and with an independent account manager, working for the bank, english and french : without travel, €392 + VAT.
OR
HSBC banking introduction* in a European Union country: €890 + VAT.
You can, of course, opt for an online banking introduction* (neo-banking: Revolut Business or another of our partners), which is included free of charge in all our Company incorporation packages.
Company incorporation (holding) in Malta
Maltese holding companies can be registered as limited liability companies with a minimum share capital of €1,165, of which 20% must be paid up. Normally, a company is incorporated with a minimum of 2 shareholders, unless the company is registered as a sole proprietorship.
Private holding companies can have up to 50 shareholders, although there is no limit to the number of shareholders for public holding companies. Shareholders of Maltese companies may be natural or legal persons resident in Malta or elsewhere.
A private Maltese holding company must have at least 1 director, while a public company must have at least 2 directors. Company directors may be individuals, residents or non-residents, and may also be local or foreign companies. Companies are also required to have a company secretary. The company secretary must be a natural person. Unless the company is an exempt private company, the company secretary cannot be the same person as the sole director of the company.
Company incorporation in Malta
Budget for a small company to be set up:
– Incorporation costs: €2,990 + VAT.
– Annual domiciliation: €490 + VAT.
– Disbursements to the Maltese Register of Companies for incorporation: €470 + VAT.
– Minimum paid-up share capital: €240
– Other services – TAX REGISTRATION : € 275
The above services are minimum requirements for your company in Malta and are payable on order.
We can also provide you with the following additional services:
– Accounting and bookkeeping (as required by law)
– Income tax compliance work (and submission of tax returns)
– Preparation of annual financial statements
– Statutory bookkeeping and submission of annual report
The main features of setting up a European Company incorporation in Malta are
– one of the highest levels of privacy protection in the world,
– a requirement of 1 shareholder, 1 director and 1 secretary in a company, they can be the same person,
– there are no residence requirements in Malta for the director,
– Company incorporation in Malta can be very advantageous from a tax point of view,
– you do not need to be present to set up a Company incorporation in Malta.
Malta is an island country made up of several islands in the Mediterranean Sea, south of the Italian island of Sicily, on the other side of the Malta Channel. Malta is the smallest national capital in the European Union. Maltese and English are the official languages in Malta, and the capital is Valletta.
As an EU member state, Malta offers significant advantages for setting up a new company. Setting up a company in Malta offers EU compliance, low tax rates and is a respected and reputable jurisdiction. The main attraction of registering a company in Malta is its favorable tax environment. It has the lowest corporate tax rate, intellectual property rate, gaming tax rate and VAT rate in Europe.
Holdings in Maltese holding companies
Holding companies in Malta can be set up to hold shares in other companies. Such holdings are considered participating holdings if they meet one of the following conditions:
The holding is at least 10% of the participating shares in a company whose capital is wholly or partly divided into shares, and this holding entitles the holder to at least 10% of 2 of the following:
Voting rights
Rights to profits on distribution
Rights to assets available for distribution on liquidation
The holding is a portfolio of shares, and the shareholder has the right to purchase the remainder of the company’s capital.
Participation is a shareholding, giving the shareholder the right of first refusal in the event of sale, cancellation or repurchase of the company’s remaining shares.
The holding company is a shareholder with the right to sit on the company’s board of directors or appoint a director to the company’s board.
The holding is a shareholder with an investment value of at least €1,164,000 for a period of at least 183 days.
The shareholding is an equity interest and the holding of these shares is intended for the continuation of the holding company’s activities, but not held for commercial purposes.
A Maltese holding company’s holdings in certain partnerships and collective investment schemes may also qualify as participations if they meet one of the above conditions.
Participation exemption for Maltese holding companies
All dividends received from a participating interest are exempt from Maltese tax if they meet one of the following conditions:
- The holding belongs to a group of persons resident or incorporated in an EU country
- The dividend has been subject to a foreign tax of at least 15%.
- The business is not part of a group of persons that derives more than 50% of its income from passive interest and royalties.
- The holding in a body or persons not resident in Malta does not constitute a portfolio investment, and all persons not resident in Malta have been subject to a tax of at least 5%.
The profit or gain resulting from the disposal of a shareholding in a company resident or non-resident in Malta is also exempt from Maltese tax.
Application of the participation exemption
Malta Holding companies can be used in a variety of international tax planning scenarios. One practical case is where Malta Holding companies act as a partner in a partnership set up in England or Scotland.
In such a situation, the partnership interest could qualify as a participating interest if the partnership is formed in a manner that meets the definition of a limited partnership under the Companies Act and the interest satisfies one of the 6 conditions to be a partnership.
Partnership profits are taxed in the hands of the partners, not the partnership. The share of profits attributable to Maltese holding companies (as a partner in the partnership) will be tax-exempt in Malta, as this is income from a participating holding company in a group of persons resident in the European Union.
Other tax features for Maltese holding companies
Malta offers an advantageous corporate tax regime due to its comprehensive imputation system and double taxation relief under double taxation agreements, unilateral relief and the flat-rate foreign tax credit (FRFTC).
Income from holding companies not eligible for participation exemption is subject to a 35% tax, however various tax refunds are available on distribution of profits to shareholders depending on the nature of the underlying profits and the application of any foreign tax credits paid:
- Refund 6/7 – applicable to taxable profits not derived from real estate located in Malta, or from passive interest and royalties and has made a claim for the foreign tax paid.
- Refund 5/7 – applicable if the distribution concerns passive interest and royalty income.
- Refund 2/3 – applicable if the foreign tax credit has been claimed.
- The application of these tax refunds can reduce Malta’s tax liability to 5% or 10%, and in some cases even more.
Maltese holding companies can also benefit from other tax exemptions, such as the exemption of income from eligible patents.
Substance requirements for Maltese holding companies
Under Maltese law, a Maltese company has no substance requirements. A Maltese company is required to have a registered office in Malta, but is not obliged to have Maltese resident employees or directors. However, a certain level of substance, such as Maltese resident directors, may be required to ensure that the company is managed and controlled in Malta and therefore tax resident in Malta.
Company incorporation in Malta: full presentation
The Maltese company offers one of the most flexible and efficient tax solutions for any director and shareholder, from the small start-up to the most discerning investor.
Initially, the Maltese corporate tax rate is set at thirty-five percent (35%), but shareholders are entitled to a series of tax refunds on final dividend distribution – leaving a final tax rate of just 5% or less.
This tax treatment, already the most advantageous in the European Union, can be further reduced if the Maltese company has incurred certain expenses, which can be grossed up in the calculation of income tax.
In addition to this generous tax treatment, Malta boasts an extensive network of double-taxation agreements.
Renowned jurisdiction and solid growth
Taxation is usually one of the key factors behind setting up a company in Malta.
The Maltese Companies Act allows the creation of three types of business partnership, and the Limited Liability Company (LLC) is by far the most popular variant.
The Maltese Registrar of Companies has recorded strong and steady growth in the number of LLCs incorporated each year.
The total number of companies, incorporated in 2012, reached a record 3,800, representing a marked increase of 12% on the previous levels set in 2011.
Legislative framework
The major legislative step was represented by the Companies Act 1995, which governed a number of key provisions such as :
- the ultra vires doctrine ;
- rights of minority shareholders ;
- the denomination of shares ;
- the obligation to file financial statements, including consolidated financial statements;
- the obligation for all companies to have a company secretary; etc.
Once the directors of a company have decided to form a limited liability company (LLC), certain formalities must be undertaken in order to obtain registration of the company.
These formalities include preparing certain documents, submitting them to the Registre des Sociétés and paying the appropriate registration fees. Registration fees are one-off charges calculated in accordance with the Company’s authorized share capital. The higher the share capital, the higher the registration fees. That said, registration fees for a small-cap company start at a very competitive 245 euros.
Incorporating a company requires great attention to detail and specific organization.
It is important to ensure that the Memorandum and Articles of Association fully reflect the intention of the directors and shareholders, as a registered company constitutes a de facto contractual agreement, with a public dimension, which binds the Company vis-à-vis third parties.
There are two forms of company: the limited liability company and the public limited company (although variants of both legal types can be found in the Maltese Companies Act).
The formalities for registering the two types of company, although almost identical, differ in certain respects.
In addition, the Maltese Companies Act also provides that a company (whether private or public) may, by complying with the provisions of Article 84 thereof, be incorporated as a “société d’investissement à capital variable” – commonly known as a SICAV (ideally for collective investment schemes).
The Maltese Companies Act also provides that a public company which meets certain requirements specified in article 194(6) thereof shall be deemed to be a “closed-end investment company” (INVCO).
Important considerations are as follows:
- The residence of the subscribers to the Memorandum (i.e. whether they are EEA nationals or not). For non-EEA nationals, the Company Register requires a bank or professional reference attesting to the good character of each subscriber.
- The legal status of subscribers (i.e. whether they are natural or legal persons). Individuals are required to present an identification document, such as a copy of their passport or a national identity card, while companies with a legal interest must present proof of their registration number.
- Whether the subscribers themselves sign the Memorandum and Articles of Association, or whether they appoint proxies to sign on their behalf. Although Maltese law allows a power of attorney to be given in oral form, or even implicitly, the Companies Registry must rightly request a copy of this power of attorney in written form, and this power of attorney will de facto become an integral part of the Memorandum and Articles of Association.
Before incorporating a company, legal representatives need to consider a number of other factors, inherent in any business decision. A number of questions to consider include:
- Viability of proposed activities
- Proposed financing, such as loans, capital, etc.
- Expenditure and revenue budget; and
- Relevant tax and regulatory issues.
Il est également important de spécifier l’activité commerciale de manière très détaillée, car cela peut déterminer si la future société maltaise doit ou non demander une licence auprès de l’autorité compétente.
Les secteurs hautement réglementés, tels que les jeux à distance, les banques, les assurances et les services financiers, nécessiteront non seulement une licence d’exploitation, mais devront également satisfaire aux seuils minimum obligatoires de dispositions des fonds propres (ce qui à son tour affectera les considérations budgétaires et de dépenses).
Training formalities
All companies, whether private or public, require the filing of a Memorandum of Association.
The Maltese Companies Act prescribes that a company cannot be validly incorporated under the Act unless a Memorandum of Association is entered into and subscribed to by at least two persons, and a Certificate of Registration is issued.
Recent amendments to the Maltese Companies Act have now extended the possibility for the sole shareholder to also be a legal entity (a matter excluded until August 2013).
However, it is still not possible for a single member company to have a legal entity as a director.
The Maltese Companies Act also prescribes the minimum conditions to be included in the memorandum of association:
(a) public company or private company ;
(b) name and residence of each of its subscribers;
(c) name of the company;
(d) registered office of the company in Malta;
(e) objects of the company;
(f) amount of the company’s share capital (“the authorized capital”), division into shares of a fixed amount, number of shares subscribed for by each subscriber, amount paid up for each share and, where the share capital is divided into different classes of shares, rights attached to the shares of each class;
- g) number of directors, name and place of residence of the directors, where one of the directors is a legal entity, name and registered office of the legal entity, manner in which representation of the company is to be exercised and name of the person or persons entrusted with such representation;
- h) name and residence of the company secretary(s);
(i) period fixed for the duration of the company.
The Register of Companies will refuse to register any company that does not meet the above requirements.
By-laws
Unlike the aforementioned Memorandum of Association, the Articles of Association are not limited by the number of rules to be included.
As a general rule, the Articles cover matters such as the transfer and transmission of shares, the issue of shares, the forfeiture of shares, share calls, procedures at general meetings and board meetings, resolutions, alternate directors, notices, dividends, reserves and the capitalization of profits, i.e. the internal organization of the company and the way in which its affairs will be managed.
It should also be noted that the articles of association are not an essential part of the company’s incorporation, and it is possible for a company not to register articles of association at all.
In this eventuality, the standard articles of association contained in the First Schedule to the Maltese Companies Act will ipso jure become the articles of association of the company in the same manner and to the same extent as if they were contained in duly registered articles of association.
The rationale behind such a consideration is to promote uniformity, in an acceptable text that complies with the laws of Malta.
The deed of incorporation or articles of association of a private company will set out a number of restrictions, including the following:
- restrictions on the right to transfer shares ;
- limiting the number of members to fifty; and
- prohibiting any invitation to the public to subscribe for the company’s shares or bonds.
Open-ended investment company
Another type of company is an investment company with variable capital.
This is one of the legal forms of choice for collective investment schemes.
The memorandum and articles of association must state that :
- the company’s share capital is equal to the current value of the company’s issued share capital; and
- that this share capital will be divided into a specified number of shares without par value.
The deed of incorporation further limits the company’s object to one or other of the following, namely:
- the collective investment of its funds in transferable securities and other movable and immovable property or in any of them, for the purpose of spreading investment risk; and giving the shareholders of the company the benefit of the results of the management of its funds, and in furtherance of this object, it shall have the right to do any act connected therewith or incidental thereto or to act and operate as a pension fund within the meaning of the Special Funds (Regulation) Act.
In addition, the memorandum or articles of association of the company must also provide:
- that the actual value of the company’s paid-up share capital will at all times be equal to the value of the company’s assets of any kind after deduction of its liabilities; and
that the company’s shares will be purchased by the company directly or indirectly from the company’s assets, at the request of one of the company’s holders or as otherwise provided for in the memorandum or articles of association.
Private writing or notarial deed
A Maltese company, whatever its status, can be incorporated in one of two ways: either by a public deed registered with a notary, or by a private deed.
In all cases, a signed original must be submitted to the Companies Registry. We strongly recommend the use of a private deed.
Share capital
Another necessary document to present to the Companies Registry is proof that the company has deposited the paid-up share capital, either by means of a bank letter or a bank slip.
It is essential that the name of the proposed future Maltese company is visible on this bank slip (name reservation is therefore strongly recommended), and that the amount credited to the account of the company “in formation” is in the currency in which the share capital is stated.
The share capital must correspond to the currency in which the capital is deposited.
Company law stipulates that the consideration for the acquisition of shares (whether on initial subscription or subsequent issue) may only consist of assets capable of economic valuation.
This excludes future benefits to the person and, in general, commitments to carry out work or provide services may not be given for consideration.
The consideration for the shares initially subscribed in the memorandum or subsequently issued by the company may therefore be either in cash or in kind (but not future personal benefits or commitments to perform work or services).
The Registrar of Companies will not register the company unless he receives proof that the company’s paid-up share capital as specified in the deed of incorporation has been paid up.
The form of proof to be provided varies according to whether the consideration for the shares is in cash or in kind.
It is customary for the share capital to be deposited in a Maltese bank account.
However, there is absolutely no reason why a declaration from a foreign bank should be rejected by the Registrar of Companies, as long as the foreign bank is deemed and the same rules set out above regarding the indication of the name are provided for.
In the case of shares to be issued on initial subscription for consideration in kind, the Maltese Companies Act specifically requires that a report on such consideration be drawn up prior to the company’s registration by one or more experts independent of the company and approved by the Registrar.
This so-called Article 73 report (based on the corresponding section of the Companies Act) must contain at least a description of each of the assets constituting the consideration, together with the valuation methods that have been used, and must indicate whether the values obtained, through the application of these methods, correspond at least to the number and nominal value, and, if applicable, the premium of the shares to be issued for them.
After the share capital has been deposited in a company-in-formation bank account, the share capital is available to the company once the bank account has been opened. In order to make the bank account fully operational (and thus enable payments to be made from the account in the normal course of the company’s business), banks generally require the following items:
- certified copy of the company’s memorandum and articles of association ;
- signed company resolution appointing the bank as the company’s banker and designating the account signatories;
- certified copies of bank signatories’ passports;
- bank references for bank signatories;
- specimen signatures of bank signatories; and
- completed questionnaire on the company and its activities, including estimated sales.
The above requirements are part of a bank’s information and customer knowledge procedures.
These procedures have taken on increased importance in view of the strict obligations imposed by national law and international conventions, due to the risk of money laundering.
Proxies
In the case of an individual subscriber, memorandums and articles of association may be signed either by the subscriber himself or by a proxy acting on his behalf under a power of attorney. In the latter case, a copy of the power of attorney must be submitted to the Registrar of Companies:
In the case of a shareholder company, a copy of any power of attorney authorizing a proxy to sign on behalf of the shareholder company must also be filed with the Registrar before the company is registered.
Where the person signing memoranda and articles on behalf of the corporate subscriber is an officer of that subscriber and authorized to sign on behalf of the subscriber by virtue of his or her mandate, the Registrar does not require any document indicating the authority of the signatory.
Passport copies for individual shareholders and directors
In the case of individual shareholders and directors, the Registrar requires a clear copy of the passport pages containing the holder’s contact details and photograph, or a copy of another official identification document.
This requirement is intended to meet current international standards, which emphasize the importance of establishing the identity and keeping proper identification records of company owners and officers.
Documentation concerning subscribing companies or administrators
Where a subscriber or director is a company or entity not incorporated under Maltese law, a copy of a certificate confirming the existence of the company or entity (e.g. certificate of registration, certificate of good standing, etc.) must also be submitted to the Registrar. These documents must be in English.
As in the case of individual subscribers or directors, the Registrar reserves the right, in particular cases, to require the submission of any additional information or documentation he deems necessary concerning companies or entities incorporated outside Malta.
This generally includes the company’s bank references.
Where the subscribing company has no banking history, as in the case of recently incorporated companies, this requirement will be replaced by a banking or professional reference of the subscribing companies’ shareholders and beneficial owners.
Company name reservation
A central point, which is often overlooked but remains of crucial importance, is the reservation of the name of the future Maltese company.
The name is obviously one of the most distinctive features of a company, which can act as a brand name, with important consequences for its intellectual property rights.
Some of the reasons why the name may be refused by the registrar are as follows :
- if it is identical to the name of another trading company or so close that, in its opinion, it could cause confusion;
- if the name is, in its opinion, offensive or otherwise undesirable;
- if the name has already been reserved by the Registrar for another trading company as long as no more than three months have elapsed since the date on which the name of the other trading company was reserved.
It is standard practice on our site to ask the prospective company manager for a series of names, in order of preference.
This ensures that, in the event of refusal, an alternative name search will be submitted to the Registrar of Companies.
It’s best to avoid overly generic names such as “Malta Trading Company Limited”, as these will almost certainly be rejected, and to favor more specific, distinctive names that are harder to imitate.
Duty-free documents and transfers
After incorporation of the Maltese company, it is also customary to apply to the Commissioner of Taxes, in appropriate cases, for exemption from document and transfer duties, in accordance with section 47 of the Document and Transfer Duties Act.
If an exemption is granted, acquisitions or disposals of securities (within the meaning of the said Act) issued by the company will be deemed to be exempt from the provisions of the Act.
The request is made on one of two printed forms :
- the DDT 10A form for use by companies managing a “foreign income account”, which have the majority of their business interests outside Malta and fall under the provisions of Article 47(3)(d) of the Documents Obligation and Transfers Act; or
- form DDT 10B for use by collective investment schemes, investment services companies and international trading companies.
Both forms contain a printed certificate that must be signed by an authorized representative of the Commissioner of Internal Revenue if the application is accepted.
The certificate issued by the Commissioner of Internal Revenue indicates that the exemption will automatically expire :
- if the company ceases to comply with the provisions of the Document and Transfer Rights Act under which it was issued; or
- if the company has been registered as continued in Malta in accordance with the provisions of the Continuation of Companies Regulations, but fails to submit a copy of the certificate of continuance issued by the Registrar within 15 days of such certificate being issued.
Registration fees
The registration of a company under Maltese law entails the payment of a fee due to the Registrar of Companies, generally referred to as the “registration fee”.
The obligation to pay registration fees derives from the Companies Act (Fees) Regulations made under the provisions of section 425 (1) (a) of the Companies Act.
The fee depends on the company’s share capital: starting at 245 euros for a company with a share capital of up to 1,500 euros, and increasing accordingly up to a higher share capital.
Where share capital is not denominated in euros but in any other designated currency, an exchange rate mechanism will be applied to calculate the extent of these registration fees.
Fees for copies of articles of incorporation and bylaws
As well as submitting the memorandum and articles of association for registration, it is customary to order a number of certified copies of the memorandum and articles of association from the Companies Registry.
Certified copies are generally available 24 to 48 hours after the company is registered.
The fee for certified copies is usually paid at the same time as the registration fee.
Date of incorporation - Legal effect
The legal consequences of the registration of the Memorandum and Articles of Association and the issue by the Registrar of the Certificate of Registration are that the company will come into existence and be authorized to commence business from the date of registration indicated in the Certificate of Registration.
The certificate of registration is proof that the company has been registered and is also proof that the company has complied with all the requirements of the Companies Act, which justify its incorporation.
The issue of the certificate of registration is that the company exists as a legal entity and is authorized to commence business from the date of registration or from such later date as may be specified in the certificate.
The company will thus have a legal personality distinct from that of its member(s).
This legal personality will subsist until the name of the company is deleted from the register, after which the company will cease to exist.
*Trust fees may be added to our initial fee. Our rate does not include the deposit of share capital and domiciliation (registered office address, digital mail management, follow-up, assistance: 690 € + VAT.). We only provide you with the Internet link and/or the mobile or landline telephone number enabling you to contact the online bank or partner and apply to open an account; the bank alone is the decision-maker. All bank accounts outside the holder’s country of tax residence must be declared by the holder to the tax authorities in his or her country of tax residence; for France, here is the form for declaring a foreign bank account: https://www.impots.gouv.fr/formulaire/3916/declaration-par-un-resident-dun-compte-letranger-ou-dun-contrat-de-capitalisation-o. Free trust fees from May 20 to June 07, 24.
Optionally, on request and subject to quotation, we can help you to create the economic substance of your company (setting up, implementation, recruitment, organisation, development).
*The registration of a bank account* by a third party is illegal, even with a power of attorney; we invite you to be wary of sites offering to open a bank account* for you. An independent manager from our company, an account manager working for the bank, will call you to handle your request to open a bank account*. Our service is to put you in touch with the bank, not to open a bank account*. The bank has the sole right to decide whether or not to open a bank account* (art. L. 312-1, II CMF). The bank’s decision is based on the applicant’s profile and eligibility to open a bank account*. We do not open a bank account ourselves and do not guarantee the opening of a bank account*. Banking introduction* is a service obligation, not a performance obligation or a results requirement. See our other special conditions and our Terms of use, sales and privacy policy.