Structures under Malta legislation are mostly organised through the use of the limited liability company, although Malta law contemplates the
possibility of commercial partnerships also taking the form of partnerships en commandite or en nom collectif. The limited liability company may be set up as a private company or as a public company and in both cases is characterised by the liability of all the shareholders being limited to the amount of unpaid share capital. The limited liability company as well as the partnerships en commandite or en nom collectif are fully supported by a fully fledged and comprehensive legislation in the form of the Companies Act and regulations thereunder. This legislation is based heavily on UK company legislation and is fully compliant with European Union directives.
A company is set up in Malta by means of subscription to a Memorandum and Articles of Association that is drafted according to the particular needs of the client and filed at the Registry of Companies in Malta (together with other documentation with respect to the directors, company secretary and shareholders of the company).
The Memorandum and Articles of Association is a contractual document that regulates the relationship between the members, sets out the corporate procedures and establishes the rights and obligations of the officers and of the company with third parties.
The records at the Registry of Companies in Malta are regularly updated and are available to the public. In dealing with a Malta company one is therefore afforded certainty as to the existence and good standing of a company, the capacity at law of that company entering into a transaction as well as of the identity of the persons who have authority to represent the company.
A company may be set up within 1 to 2 days from agreement on the contents of the Memorandum and Articles of Association, finalisation of all agreements, provision of all the necessary documents by way of due diligence as well as the deposit of the paid up share capital and applicable fees.
Share capital and Registry of Company fees
The minimum share capital of a Malta company is Eur1,165 in the case of private companies and Eur46,588 in the case of public companies. In the
case of private companies, an initial authorised and issued share capital of at least Eur3,000 is generally recommended or higher to be commensurate with the level of investment.
Registration fees for the incorporation of a Malta company are payable to the Malta Registry of Companies. These fees are reasonably low and are calculated on the basis of the authorised share capital and range between Eur290 for an authorised share capital of Eur3,000 to a maximum of Eur2,250 for an authorised share capital of, or in excess of, Eur2,500,000.
A Malta company must have a registered office in Malta and a P.O. box does not suffice for this purpose.
Classes of shares
Malta law allows the flexibility of creating different classes of shares and therefore of issuing shares with different rights namely as to voting, dividends and/or liquidation proceeds upon winding up.