Setting up a company in Malta
To set up a company in Malta you sign a memorandum of association, pay in part of the share capital, declare who owns the company and file everything with the Malta Business Registry. This guide follows the private limited company, and its legal steps are few. The decisions around them take longer: who sits on the board, who acts as company secretary, where the registered office is and whether the business needs a licence before it trades.
In short: choose a private limited company, appoint at least one director and a company secretary, give the company a registered office in Malta, subscribe at least EUR 1,164.69 of share capital with 20% of each share paid up, file the memorandum and the beneficial owner declaration on the registry’s portal, then register for tax and VAT. The company exists from the date on its certificate of registration.
Before you set up a company in Malta, pick the company type
The Companies Act offers several forms, including partnerships, public companies and private companies. This guide follows the private limited liability company, the form built for closely held businesses. The Act defines it as a company whose memorandum or articles restrict the transfer of its shares, cap its members at fifty and bar any invitation to the public to buy its shares.
Three rules shape the choice:
- Name ending. A private company’s name must end with “private limited company”, “limited” or “ltd.”
- Number of members. A company is normally formed by at least two subscribers. A single member company is allowed when its objects name one main activity and the business consists mainly of that activity.
- Public companies. A public limited company needs higher capital (EUR 46,587.47 authorised, 25% of each share paid up) and at least two directors. It is meant for companies that plan to offer shares to the public.
If you only want a presence for an existing foreign company, a branch is another route. That choice has its own filing rules, and a company formation provider in Malta can compare it with a subsidiary for your case.
Step 1: Line up the directors, the company secretary and a registered office
Decide on the people before anything is drafted, because the memorandum names them.
- Directors. Every private company needs at least one director; a public company needs at least two. A director must sign the memorandum or file a written consent to act.
- Company secretary. Every company must have a company secretary, and a sole director cannot also be the secretary unless the company qualifies as an exempt company under the Act. A corporate secretary is allowed only if it is registered as a company service provider. Many founders appoint a Maltese firm for this role: 96 firms listed on Accountanty in Malta offer corporate secretarial services.
- Registered office. The memorandum must state the company’s registered office in Malta and its e-mail address. If you will not rent premises at first, 61 listed firms offer a virtual office or registered address.
By the end of this step you should have names, home addresses and identity documents for each director, the secretary and every shareholder.
Step 2: Draft the memorandum and articles of association
The memorandum is the document the Registrar checks. The Act requires it to state whether the company is public or private, the names and residence of the subscribers, the company name, the registered office in Malta and e-mail address, the objects, the authorised share capital and how it divides into shares, the amount paid up on each share, the first directors and the first company secretary.
Write the objects with care. The Act says they cannot simply be “any lawful purpose or trade in general”, and for a single member company they must name the main activity. The articles of association set the internal rules, such as how directors are appointed and how shares transfer.
Step 3: Subscribe and pay up the share capital
For a private company the minimum authorised share capital is EUR 1,164.69, and at least that minimum must be subscribed in the memorandum. Not less than 20% of the nominal value of each share taken up must be paid up when the memorandum is signed. A public company needs EUR 46,587.47 and 25% paid up.
Keep proof of the payment. Expect the firm handling the filing to ask for evidence that the paid-up amount has been deposited.
Step 4: Declare the beneficial owners
The Malta Business Registry requires the incorporation documents to include a declaration on the company’s beneficial owners, Form BO1, with each owner’s name, date of birth, nationality, country of residence, identity document and the nature of their interest. The declaration is not needed where every registered shareholder is an individual named in the memorandum. Without it, when it applies, the Registrar will not accept the documents.
If a holding company or a trust sits between you and the Maltese company, expect this step to take the most work, since the declaration looks through to the individuals behind it.
Step 5: File with the Malta Business Registry
The documents go to the Registrar of Companies at the Malta Business Registry. Filing can be done electronically through the registry’s portal, BAROS. The registration fee depends on the authorised share capital: for electronic filing it is €100 for capital up to €1,500 and rises in bands to €1,900 for capital over €2,500,000.
Once satisfied, the Registrar issues a certificate of registration. The company comes into existence, and may start business, from the date stated on that certificate. Registration does not replace any licence the activity needs: banking, investment services, gaming and similar regulated work need separate authorisation before trading.
Step 6: Register for tax and VAT
The tax authority states that a company must first be registered with the Registrar of Companies and is then registered for tax, and that all companies registered in Malta must also register for VAT. Under the VAT Act, a taxable person established in Malta must apply for registration no later than thirty days after making a supply for consideration in Malta, unless that supply is exempt without credit. A separate scheme exists for small enterprises, and the right type of VAT registration depends on your turnover and customers.
If you will hire staff in Malta, employer registration comes next. Many founders also open a business bank account at this stage; 61 firms listed in Malta help with bank account applications, and 107 handle VAT registration and returns.
What a Maltese company files every year
Registration starts a yearly cycle with fixed deadlines. Plan for it from day one.
| Obligation | What the law requires |
|---|---|
| Annual return | Made up to each anniversary of registration and filed within 42 days of that date |
| Annual accounts | Delivered to the Registrar with the auditors’ report and the directors’ report, within 42 days of the end of the period for laying them |
| Audit | The company’s auditors report to the members on the annual accounts |
| Income tax | Companies are charged at 35 cents on every euro of chargeable income |
| VAT | Returns under the registration type the company holds; standard rate of 18% |
An accounting firm can take on the bookkeeping, the audit and the tax return. On Accountanty, 115 firms in Malta offer accounting services and 50 offer statutory audit.
Common mistakes foreign founders make
- Trading before the certificate date. Anyone who does business in the company’s name before it exists is personally liable for those dealings.
- Naming the sole director as secretary. Outside the exempt company rules, the Act does not allow it.
- Assuming registration covers the licence. A regulated activity needs its own authorisation.
- Forgetting the anniversary. The annual return falls due every year on the registration anniversary, whether or not the company has traded.
- Moving to Malta without a permit plan. If you also plan to live in Malta, residence is a separate process; 85 listed firms advise on residence and visas.
Local help with registering in Malta
Accountanty lists 124 accounting firms, corporate service providers and law firms in Malta, and 95 of them name foreign clients as a focus. The largest groups sit in Birkirkara and Valletta, with more in St Julian’s and Sliema. If you want a firm that works mainly with clients from abroad, start with the accountants for foreign clients list.
To compare offers without contacting firms one by one, send a free quote request through Accountanty. We review it and forward it to firms that fit what you need.
Verdict
The paperwork is not the hard part. The legal sequence is fixed: memorandum, capital, beneficial owner declaration, registry filing, then tax and VAT. The work that decides how smoothly it goes is choosing the right officers, a registered office and, where needed, a licence before you start. If you prepare those first and hand the filings to an experienced firm, you can set up a company in Malta without surprises and keep it compliant from its first anniversary onwards.