Setting up a company in Malta involves selecting a legal structure, appointing the required officers, preparing the incorporation documents and registering the business with the relevant authority.

Both Maltese residents and foreign nationals can establish a company in Malta, provided they meet the applicable legal, tax and identification requirements.

Choose the Right Company Structure

The private limited liability company is one of the most common structures in Malta. It is legally separate from its shareholders and can own assets, enter contracts, employ staff and receive payments in its own name.

Other options include operating as a sole trader, partnership, public company or branch of a foreign company. The right structure depends on the business activities, number of owners, risks and long-term plans.

Choose a Company Name

The proposed company name must be available and legally acceptable. It may be rejected if it:

  • Is identical or too similar to an existing name
  • Could mislead the public
  • Contains restricted words
  • Suggests a regulated activity without authorisation

A private company’s name usually ends with “Limited” or “Ltd.”

Define the Business Activities

The incorporation documents must explain what the company intends to do.

The description should clearly identify the goods or services offered, target customers and main markets. Avoid descriptions that are too vague or include activities the company does not genuinely intend to perform.

Activities involving financial services, gaming, insurance, healthcare or other regulated sectors may require separate authorisation.

Decide the Share Capital and Ownership

A private company must have share capital that meets the legal minimum. At least the required portion of the issued capital must normally be paid when the company is formed.

The founders must decide:

  • Who will own the shares
  • How many shares each shareholder will receive
  • The value and currency of the shares
  • The voting and dividend rights attached to them

A private company may generally have one shareholder. The ultimate individuals who own or control the company must also be disclosed.

Appoint a Director and Company Secretary

A private company must generally have at least one director and a company secretary.

Directors manage the company and are responsible for ensuring that it operates lawfully. The company secretary helps maintain statutory records, document company decisions and monitor filing requirements.

In most cases, a sole director should not also act as company secretary, although limited exceptions may apply.

Obtain a Registered Office in Malta

Every company must maintain a registered office address in Malta.

The address is used for official notices and correspondence. The company must have permission to use it, but it does not necessarily need to be the company’s main trading location.

Changes to the registered office must be formally reported.

Prepare the Incorporation Documents

The main constitutional documents are the Memorandum and Articles of Association.

The memorandum normally includes:

  • The company name and registered office
  • The company’s activities
  • Details of the shareholders
  • The share-capital structure
  • Details of the directors and company secretary
  • The company’s financial year-end
  • The method of legal representation

The articles explain how the company will be managed, including voting, meetings, director powers, dividends and share transfers.

Gather the Supporting Documents

The documents required will depend on the ownership structure and proposed activities. They commonly include:

  • Passports or identity documents
  • Recent proof of residential address
  • Details of directors and shareholders
  • Beneficial-ownership information
  • Evidence of paid share capital
  • Confirmation of the registered office
  • An ownership structure chart
  • Information about the source of funds
  • Documents for any corporate shareholder

Foreign documents may need to be certified, authenticated or translated.

Submit the Registration Application

The incorporation documents, supporting information and registration fee must be submitted to the relevant registry.

The application will be reviewed before the company is approved. Additional information may be requested if the documents are incomplete, inconsistent or unclear.

Once registered, the company receives a certificate of registration and a unique company number. It legally exists from the date stated on its certificate.

How Much Does It Cost?

The total cost of setting up a company in Malta depends on its share capital, structure and activities.

Possible costs include:

  • The official registration fee
  • Share capital
  • Registered-office expenses
  • Document certification or translation
  • Licence application fees
  • Professional assistance
  • Accounting and annual filing costs

Share capital is not a registration expense. It becomes part of the company’s funds after incorporation.

Founders should consider ongoing annual compliance costs as well as the initial registration costs.

How Long Does Registration Take?

The timeframe depends on the completeness of the application.

A straightforward company can usually be processed more quickly than one involving several shareholders, corporate owners, foreign documents or regulated activities.

Delays may occur when:

  • Information is missing or inconsistent
  • Documents require certification
  • The ownership structure is complex
  • Beneficial owners are not clearly identified
  • The business requires additional approval

Company registration, tax registration, licensing and business-account approval are separate processes and may have different timelines.

What Must Be Done After Registration?

Depending on its activities, a new company may need to complete:

  • Corporate tax registration
  • VAT registration
  • Employer and payroll registration
  • Customs or importer registration
  • Industry-specific licensing
  • Business-account applications

The company must also keep proper accounting records, prepare annual financial statements, file its annual return and keep its ownership and management information updated.

These obligations may continue even if the company has not started trading.

Useful Tips

  • Define the business model clearly before applying.
  • Keep the ownership structure as simple as practical.
  • Make sure all identification documents contain consistent information.
  • Check licensing requirements before starting regulated activities.
  • Prepare realistic estimates of turnover and transactions.
  • Keep personal and company finances separate.
  • Maintain invoices, contracts and accounting records from the first day.
  • Budget for ongoing accounting and compliance costs.

Common Mistakes to Avoid

Common mistakes include:

  • Using an unclear business description
  • Failing to disclose the true beneficial owners
  • Submitting expired or inconsistent documents
  • Appointing officers who do not understand their responsibilities
  • Assuming registration automatically includes a business account
  • Starting regulated activities without approval
  • Ignoring annual filings when the company is inactive
  • Mixing personal and company transactions
  • Underestimating ongoing compliance costs

Frequently Asked Questions

Can a foreigner open a company in Malta?

Yes. Foreign individuals and legal entities can generally own shares in a Malta company, subject to identification and beneficial-ownership requirements.

Do I need to live in Malta?

You do not normally need to live in Malta simply to own shares or serve as a director. However, the company must have a registered office in Malta.

Can one person own the entire company?

Yes. A private company may generally be established with one shareholder, subject to the rules for single-member companies.

Is a company secretary required?

Yes. A private company must appoint a company secretary who is capable of performing the role.

Does registration include a business account?

No. Company registration and account opening are separate processes. Account approval depends on the financial institution’s eligibility and due-diligence requirements.

Is VAT registration automatic?

Not necessarily. The need for VAT registration depends on the company’s activities, turnover, customers and where goods or services are supplied.

Can the company trade immediately?

The company may begin lawful activities once it is registered and has completed any required tax registrations, licences and operational arrangements.

Does an inactive company still need to file documents?

Yes. A company may continue to have annual reporting, accounting and filing obligations even when it is inactive.

Conclusion

Setting up a company in Malta requires a suitable legal structure, an approved name, defined business activities, shareholders, a director, a company secretary and a registered office.

The founders must also prepare the constitutional documents, disclose the beneficial owners and provide the required supporting information.

After registration, attention must turn to tax, accounting, licensing and annual compliance. Preparing accurate documents and a clear business plan from the beginning can help make the process more efficient and reduce avoidable delays.

This article provides general information and does not constitute legal, tax or financial advice.


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