Companies Registration, Administration & Compliance
The principal Maltese legislation regulating companies and partnerships is the Companies' Act, 1995, which is mainly based on English law and the European Union Harmonisation Directives. The Companies' Act, 1995 defines the types of corporate entities or commercial partnerships that may be established and regulates the manner in which their affairs must be conducted.
The Companies' Act distinguishes between a private limited liability company and a public limited liability company. A private company can further be established as a private exempt company or a single member private exempt company A public company is, by exclusion, a company that is not a private company as defined.
Prospective shareholder or shareholders can register one of the following types of companies. Trading, Holding or Shipping. The objects of the company as contained in the company's Memorandum and Articles define what type of company is being registered.
The main and most important document is the company's Memorandum and Articles of Association. It dictates the external and internal rules by which the company shall regulate its relations with third parties as also between shareholders, if the company's shareholding structure contains more than one shareholder and thus is not a Single Member company. This document, technically is the document which constitutes the company and which legally and technically gives "birth" to the company.
Fundamental to the Memorandum and Articles are the name of the company, the registered address, the shareholders' names and their holding, the composition of the Board of Director/Directors and the name of the secretary and of the judicial representatives. These are contained in the Memorandum. The Articles contain the internal rules and thus is normally reflective of the relevant legislation, ie the Companies Act 1995 as amended.
Companies registered in Malta normally open and operate a local bank account with internet access direct into their account. Annual regulatory (Malta Financial Services Authority) compliance issues are the submission of the company's Annual Return as at the company's annual anniversary of its registration date and its annual Audited Financial Statements which normally fall on 31st December but which can be submitted up till the 30th September (for 31st December accounting dates).
As regards taxation issues, companies submit by electronic lodgment their annual tax return. For 31st December accounting dates, the relative due by date is 30th September. Exceptional taxation relief is conferred on shareholders who are not resident in Malta. Effectively, they pay 5% tax on the Net Taxable Profit by way of a special mechanism encrypted in tax legislation.
This Office shall, on specific request, deal and discharge all company's registration, administration and compliance issues. For further information and professional advice kindly contact us.