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Formation and Registration of Companies - Malta Business Registry
Formation and Registration of Companies - Malta Business Registry
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The total amount or an estimate of all the costs payable by the company or chargeable
to it by reason of its formation up to the time it is authorised to commence business,
and of all the costs relating to transactions leading to such authorisation; and
A description of any special advantage granted, prior to the time the company is
authorized to commence business, to anyone who has taken part in the formation of the
company or in transactions leading to such authorisation.
If the articles of association are not registered, it is assumed that the model articles of
association found in the First Schedule to the Companies Act have been adopted.
All limited liability company is validly constituted in accordance with the Companies Act
once the memorandum and articles of association and the relevant documentation for the
incorporation of the said company are presented to the Registrar for registration. On the
registration of the mentioned documentation, the Registrar shall issue a certificate of
registration which in itself is proof that the company has come into the existence and is
authorized to commence businesses as from the date of registration indicated in the
certificate. Furthermore, the registration of the company by the Registrar shall be without
prejudice to any other license or other authorization as may be required in respect of the
activities carried on by the company under any other law.
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The
To registration of a new
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documentation online. This, after applying and registering oneself with the Registrar as a
“authorised user” in order to avail oneself of such innovative facility.
FORM BO1
In the case of the registration of a new company, anyone of the shareholders of the
proposed company or partnership is a body corporate, then a Form BO1
(https://mbr.mt/wp-content/uploads/2020/06/FormBO1.docx) must be filed with the
memorandum and articles of association. Generally, this Form must be filed when the body
corporate shareholder holds more than 25% of the ownership either directly or indirectly.
Details on the beneficial owner must include: name & surname of the beneficial owner, date
of birth, nationality, country of residence, official identification number and country of
issue.
Should in realty no beneficial owner holds 25% or more of the issued share capital, than as
a second test one should consider who actually controls and determines the everyday
running of the company.
REGISTERED OFFICE
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Every company registered in Malta must have a registered office in Malta. This may be at
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the office of a local firm of lawyers, accountants or other providers of corporate services.
Any changes to the company’s registered office must always be notified to the Registrar of
Companies.
OBJECTS
The Memorandum of Association must specify the objects for which the company is set up.
The objects may not be simply stated to be any lawful purpose or trade in general, unless a
partnership is being incorporated
CAPITAL REQUIREMENTS
The minimum authorised share capital of a public company is EUR 46,587.47. In the case of
a private company, the minimum authorised share capital is EUR 1,164.69. The authorised
share capital shall be subscribed by at least two persons. Nonetheless in case of a single
member company, share capital shall be prescribed by only one person, being the sole
shareholder of the company.
Where the authorised share capital is equal to the minimum stipulated by law, as aforesaid,
it must be fully subscribed in the memorandum. Where it exceeds such minimum, at least
that minimum shall be subscribed in the memorandum.
In the case of a public company, not less than 25%, and in the case of a private company,
not less than 20%, of the nominal value of each share taken up shall be paid up on the
signing of the memorandum. To evince this, a bank deposit slip must be brought with the
memorandum and articles of association for new company formation.
1. as company secretary its sole director unless the company is a private exempt company.
2. as sole director of the company a body corporate, the sole director of which is company
secretary to the company.
It shall be the duty of the directors of a company to take all reasonable steps to ensure that
the company secretary is an individual who appears to them to have the requisite
knowledge and experience to discharge the functions of company secretary. The law does
not require that the company secretary be resident in Malta. A company secretary may also
be a duly registered company service provider in terms of the Company Service Providers
Act.
The general governance of the company and its proper administration and
management; and
The general supervision of the company’s affairs.
Are obliged to exercise the degree of care, diligence and skill which would be exercised
by a reasonably diligent person who has both the knowledge, skill and experience which
may reasonably be expected of a person carrying out the same functions as are carried
out by or entrusted to that director in relation to the company; and the knowledge, skill
and experience that the director has;
Must not make secret or personal profits from their position without the consent of the
company, nor make personal gain from confidential company information;
Must ensure that their personal interests do not conflict with the interests of the
company;
Are not to use any property, information or opportunity of the company for their own or
anyone else’s benefit, nor obtain any kind of advantage in any other way in connection
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meeting or except as permitted by the company’s memorandum or articles of
association;
Must exercise the powers they have for the purposes for which the powers were
conferred and shall not misuse such powers.
Furthermore, it is to be noted that the law prohibits any person to be appointed or to hold
office as a director or as company secretary if –
MEETINGS
Every company must hold an Annual General Meeting. Every general meeting other than
the annual general meeting is called an extraordinary general meeting.
Companies are also required to file a copy of the annual accounts. These must generally be
accompanied by a copy of the auditors’ report thereon, and the directors’ report unless a
declaration Form is submitted in which case the letter is unnecessary. The annual accounts
must be approved within 10 months from the end of the financial year, with a subsequent
grace period of 42 days.
Companies returns, and annual accounts can also be filed online. As stated before this can
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such documents electronically without the need to submit such documentation physically at
the Registry of Companies.
The format of the accounts to be submitted depends on the size of the company. Small
companies may draw up abridged balance sheets and abridged layouts of profit and loss
accounts. A small company, according to the companies act, is a company which on its
balance sheet dates does not exceed the limits of two of the three following criteria:
Private companies which on their balance sheet date do not exceed the limits of two of the
three following criteria:
shall be exempted from the requirements concerning, auditing of accounts and such
companies may draw up abridged balance sheets and abridged layouts of profit and loss
account and abridged notes to the accounts.
In case of accounts, with the first of financial statements there must also be filed the Form
DD2 (https://mbr.mt/wp-content/uploads/2019/09/form-DD2.docx). Other Forms which are
to be filed are ones such as the Form DD1 (https://mbr.mt/wp-
content/uploads/2019/09/form-DD1.docx) with every consequent set of accounts filed. If
the company qualifies as a small company the first accounts must be accompanied with the
Form DD4 (https://mbr.mt/wp-content/uploads/2019/09/form-DD4.pdf) whereas
subsequent set of accounts for small companies must be accompanied with a Form DD3
(https://mbr.mt/wp-content/uploads/2019/09/form-DD3.pdf).
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