Company formation Malta

 Company Formation Malta

Company Formation Malta: Setting Up a Company in Malta

Setting Up a Company in Malta Using a Maltese Holding Company

Anyone who is not afraid of a somewhat time-consuming “tax refund process” and would like to set up an international holding company and trading company in Malta will find the conditions in Malta ideal. However, the fees for the rather time-consuming tax refund process must be included in the overall calculation. In addition, in the case of this fiscal model, two companies must be set up in Malta (a Maltese holding company and a Maltese trading company), which means double fees within the context of the setting up and management of the companies. In addition, a foreign public limited company should exist within the EU (e.g. a German limited liability company), as the owner of the Maltese holding company. In addition, the EU parent-subsidiary company directive comes into play, for the tax system only works, if a foreign public limited company (that is, a company outwith Malta) is the owner of the Maltese holding company.

In order to achieve a final tax rate of 5% the following preconditions would have to be met:

  • the public limited company would have to be within the EU, in the country where the company has its head office, that is, a German public limited company, for example
  • the setting up of a Maltese trading company (Malta Ltd) with one operational facility in Malta as the active company (which conducts the business)
  • the setting up of a Maltese holding company. The public limited company is within the EU, that is the German public limited company is the owner of the Maltese holding company, for example (by virtue of the EU parent-subsidiary company directive). The EU public limited company now collects the dividends of the Maltese holding company tax-free. Germany is familiar with a corporation tax retention rate of 5%. The preconditions of the EU parent-subsidiary company directive must be met).

Maltese tax law now makes it possible for the holding company to apply for the repayment of the corporation tax paid by the ITC. Of the 35% transferred, the tax authorities will then refund 30.83%, whereby the money will flow more interestingly into the holding company. This results, in the end, in a total tax burden at company level of just 4.2%.

In the event of further dividends being paid to the foreign public limited company within the EU (the owner of the Maltese holding company), this public limited company collects the dividends of the Maltese holding company by virtue of the EU parent-subsidiary company directive tax-free, whereby Germany is familiar with a corporate tax retention rate of 5%. If a further distribution takes place to the owners of the foreign public limited company – provided these are natural persons -, then this is taxed according to domestic law, that is at a withholding tax rate of 25%, in Germany.

Our Services for Setting Up a Company in Malta – Maltese Holding Company Model

  • setting up of the companies through a prestigious legal firm in Malta, entry in the register,apostille,certified translations
  • on request or insofar as required: appointment of a trust director for the Maltese trading company and the Maltese holding company
  • on request or insofar as required: setting up of a proper registered office in Malta
  • arranging tax advisers in Malta for dealing with the accounts, advance VAT returns and the process for obtaining refunds
  • preparation of suitable measures: resolution adopted by the partners of the EU public limited company (shareholders of the Maltese holding company) etc..

Alternative Models

With regard to tax models within the EU, the following models for setting up companies are worthy of consideration:

  • setting up a company in Cyprus or Bulgaria (10% tax rates)
  • setting up a company in the special EU zones of Madeira or the Canaries (tax rates from zero to 5%).
General Information
Company LawCompanies Act 1995
Type of CompanyPrivate Limited Liability Company
Language of Legislation and Corporate DocumentsEnglish
Exchange ControlNo
Length of Time to Incorporate3 to 5 working days
Government Registration FeeEuro 349.41 for authorised share capital up to Euro 4,658.75
Shelf Companies AvailableNo
Corporate Names
Name RestrictionsNames identical or similar enough to create confusion, offensive or otherwise undesirable
Endings and Abbreviations Required“Private Limited Company”, “Limited” or its abbreviation “Ltd.”
Length of Time to Verify Name AvailabilityLess then 24 hours depending on name similarity
Reservation of Names PermittedYes
Language of NameAny language using the Latin alphabet
Name of Banks, Insurance, Investment Fund, Trust Company or their Equivalents Require Consent or LicenseYes
Capital and Shareholders
Minimum Number of Shareholders2 (there are exceptional circumstances where one member is permitted)
Corporate Shareholders PermittedYes
Local Shareholders requiredNo
Disclosure of ShareholdersYes (Anonymity can be retained through a licensed Fiduciary or Trustee)
Minimum Authorised Shares to be IssuedEuro 1,164.69 (one thousand one hundred and sixty four Euro & sixty nine cents)
Bearer Shares PermittedNo
Registered Shares PermittedYes
Number Par Value Shares PermittedNo
Directors and Company Secretary
Minimum Number of Directors1
Minimum Number of Company Secretaries1
Corporate Directors PermittedYes
Corporate Company Secretary PermittedNo
Local Directors / Company Secretary RequiredNo
Disclosure of Directors / Company SecretaryYes
Appointment of Subsequent Directors / OfficersYes
Annual General Meeting of Shareholders RequiredYes – notice to be given to every member of the company and its auditor
Annual General Meeting of Directors RequiredNo
Location of Directors and Shareholders MeetingsMalta – for place of effective control & management
Adoption by Consent PermittedYes
Quorum Required for Purposes of Meetings2 members personally present shall be a quorum in so far as the articles of the company do not contain other provisions
Local Requirements
Registered Office/AgentYes / No
Register of Directors / Officers to be kept at Registered OfficeYes
Company Seal RequiredNo
Copy of Minutes to be kept at Registered OfficeYes or at any such place as may be specified in the memorandum of articles
Copy of Share Register to be kept at Registered OfficeYes
Annual Requirements
Minimum Annual Government Fee or Franchise TaxRegistration of an annual return, Euro 163.06 where the authorised share capital of the Company does not exceed Euro 11,646.87
Requirement to File Annual ReturnYes (42 days after the date to which it is made up)
Requirement for Financial Audited AccountsYes
Requirement to file Financial StatementsYes (ten months after the end of the relevant accounting reference period & 42 days)
Requirement to file Tax ReturnYes
Other Relevant Information
Member of Apostille of the Hague ConventionYes
Increase or Reduction of Amount of Issued SharesBy extraordinary resolution – restrictions may apply
Appointment or Removal of Director(s)By ordinary resolution – restrictions may apply
Redomiciliation PermittedYes
Reinstatement at RegistryYes, by Court order preceding striking-off
Removal from RegistryFollowing dissolution & consequential winding up
Corporate Tax35% however credit / refunds may apply to the shareholder(s)
Double Taxation AgreementsYes, over 50

Gambling License Malta- Remote Gaming in Malta

Over the past years Malta has successfully established itself as a leading, serious and well-regulated European remote gaming jurisdiction and is estimated to host around 10% of the world’s on line gaming companies. The Government of Malta had carried out a complete revision and consolidation of the gaming legislation, and a new all-encompassing gaming law was enacted by the Maltese Parliament in virtue of which the Malta Lotteries and Gaming Authority (LGA) has been set up.

Gibraltar, Alderney and the Isle of man are other popular jurisdictions in Europe for licensing of remote gaming operations, however, Malta is the only jurisdiction that is an EU member state and thus the only country that in essence offers the possibility of “free movement of goods and services” within the huge EU market. In fact, according to May 2008 information prepared by the Lotteries and Gaming Authority around 95% of remote gaming operators come from Europe.

CSB Group offers a “one-stop-shop” service to Online Gaming Operators by assisting Clients in setting up / re-locating their Gaming Operation to Malta. CSB Group has been involved in the iGaming Industry since its inception in Malta, since 2000. CSB Group assists clients in submitting and pursuing a Gaming License application to the Malta LGA. Prior to submitting a Gaming License Application we will review the application and make sure all the required paperwork is in order. We will liaise with the LGA and keep our client updated of the progress of their application. We realise that clients have individual requirements and it is our policy to provide a service that is tailor made to each Client, both initially and on an ongoing basis year after year.

Learn more about remote gaming in Malta: 

Company Formation Nevis, offshore company formation, offshore company, limited company, company formation UAE, Cyprus, Belize, BVI, Cayman, Panama, Gambling license, bank license