Malta: A Premier Destination for International Investment
Introduction
Malta has long been recognized as one of the best destinations for international investors. The country’s strategic foresight has transformed it from a labor-intensive society into a knowledge-based economy. Malta has aggressively promoted itself as a financial hub, becoming a leader in sectors such as pharmaceuticals, maritime, IT, iGaming, banking, and tourism. This investment in education and infrastructure has firmly established Malta on the global economic stage.
Attracting Business: Malta’s Unique Advantages
Malta offers prestige, credibility, and significant value to businesses looking to set up operations. The country’s legal framework is particularly attractive, with provisions governing limited liability companies based heavily on English law, while partnership regulations draw from Continental law (French law). This dual legal foundation provides a robust and versatile environment for business operations.
Types of Companies in Malta
Malta offers several types of company structures to suit different business needs:
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Limited Liability Company (LLC): The most common type, which can be private or public. Private companies limit their members to fifty and do not offer shares or debentures to the public. Public companies can offer shares or debentures to the public.
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General Partnership: Includes En Nom Collectif (a partnership between two or more partners, one of whom must be an individual or corporate body) and En Commandite (Limited Partnership, where members have limited liability).
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Single Proprietorship or Single Member Company: Owned by one person, either at incorporation or through the acquisition of all shares by one person.
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Overseas Companies: Companies with a corporate body outside Malta but with a branch located in Malta.
Incorporating a Maltese Private Limited Liability Company
Incorporating a company in Malta is a straightforward process, especially for EU citizens and companies, which can often be completed within 24 to 48 hours. Non-EU entities may require additional assessment by the Malta Foreign Direct Investment Screening Unit. Here are the steps:
Step 1: Choosing a Company Name
- The name must not duplicate or resemble existing names and should represent the nature of the business.
- Certain words may require special approval or be prohibited.
Step 2: Preparing the Memorandum and Articles of Association
- The Memorandum includes essential information such as company name, type, shareholder details, and business objectives.
- The Articles of Association detail the internal regulations and can be custom or default to the model articles in the First Schedule to the Companies Act.
Step 3: Depositing Share Capital
- Deposit the minimum share capital and obtain a bank receipt.
- Submit proof of deposit to the Registrar, along with form BO1 if shareholders are corporate entities.
Additional Steps Post-Incorporation
After obtaining the registration certificate, businesses should apply for:
- VAT number
- TAX number
- PE number
- Any other required licenses
Key Elements of the Memorandum of Association
- Company Name: Must end with “Limited” or “Ltd” and be distinct.
- Company Type: Specify if the company is public or private.
- Shareholder Details: Include personal information and share distribution.
- Company Objectives: Clearly state the main trading activities.
- Registered Office: Provide a physical address in Malta.
- Share Capital: Detail the authorized and issued share capital, with at least €1,165 authorized and 20% paid up.
- Director Details: Include information about the directors and their roles.
- Company Secretary: Must appoint at least one physical person.
- Duration: Specify if the company is set for a fixed duration.
Articles of Association
The Articles of Association contain the internal regulations of the company, covering:
- Special provisions on shares and shareholder rights.
- Roles and responsibilities of directors.
- Adoption of model articles if custom articles are not registered.
Conclusion
In summary, incorporating a Private Limited Liability Company in Malta involves:
- Submitting evidence of paid-up share capital.
- Paying a non-refundable registration fee based on authorized share capital.
- Specifying company objectives in the Memorandum of Association.
- Deciding whether to register custom Articles of Association or adopt model articles.
Once the Registrar certifies the company’s registration, it can commence business under the company name. This registration is subject to any additional licenses or authorizations required by other regulatory bodies.
Malta’s comprehensive and investor-friendly environment makes it an ideal location for establishing and growing your business.
