How do I register a company in Malta?

A Malta company shall not be validly incorporated unless a Memorandum of Association is registered with the Maltese Registry of Companies in accordance with the Companies Act, 1995. Contents of the Memorandum must, amongst other clauses, include the following:

1. Name of the Maltese Company – This must not be offensive, already used or create misrepresentations;

2. Whether the Malta Company is public or private;

3. Registered Office – This must be situated in Malta.

4. Objects of the Malta Company – The Company may only act within the parameters of such objects, therefore one tends to be extensive when drafting the objects.

5. Amount of share-capital which the company proposes to be registered – Both authorized and issued must be mentioned (Minimum authorized share-capital is of €1164.69, with 20% of the nominal value of each share to be paid up upon incorporation.)

6. Name and residence of each of the subscribers to the Memorandum – This usually also refers to the nominal value, number and class of shares held by each one of them.

7. Number of directors (fixed or as a range) and details of each – Details refers to the name and residential address (in the case of a body corporate this must be the registered office).

8. Name and residential address of Company Secretary.

9. Legal / Judicial Representation – The manner in which representation of the Company is to be exercised – (This is usually vested in the Directors).

The above 9 clauses are necessary in order for the Registrar to register a Company. Together with the Memorandum, there may be registered a set of Articles of Association. However, if the latter are not registered, then the model articles contained in the First Schedule to the Companies Act will apply by default.

The above-mentioned Memorandum must be presented to the Registrar of Companies accompanied by a cheque to MFSA covering the registration fees as well as the bank receipt as proof of payment of the initial share-capital. MFSA may also request that due diligence on the directors, shareholders and/or beneficial owners be provided before proceeding with the incorporation.

In order to incorporate a Maltese company we would require a bank slip confirming that a share capital account has been opened in the name of the company, a Memorandum and Articles of Association validly drawn up as per the guidelines set out in the Malta companies Act, 1995, as well as all the required due diligence on the Directors and the Shareholders of the company. Upon Incorporation, a registration fee is payable to MFSA, and such fee is established according to the amount of share capital held by the company.

Given that all the above requirements are satisfied, the Incorporation of a company can normally be carried out within 2-3 working days. Once the Incorporation is complete, the MFSA will publish a Certificate of Incorporation which will also display the Company Registration number.