Registration Process
Panlegis will help you throughout the formation process. We will normally provide you with a draft of your formation documents and reserve your company name within 24 hours of your oreder.
Business corporate entities in Malta are incorporated and regulated by the Companies Act 1995 with the most common business entity being the limited liability company. A company has separate legal personality from the shareholders and it is unlimitedly liable for its obligations. A limited liability company’s capital is divided into shares which are in turn subscribed to by the company’s shareholders. The company generally provides its shareholders with the benefit of limiting their liability to the amount, if any, still unpaid on the shares that they hold.
A private company is a company in which the transfer of its shares is restricted and the number of its shareholders is limited to fifty. A company’s name must have the suffix Limited or Ltd, while the authorised and issured share capital of the company cannot be lower than €1,200 and must be at least 20% paid up. As a general rule each company must have at least two shareholders, however there is an exception to this rule and subject to certain conditions, companies may also be registered as single member companies - such a company is usually only feasible for very small operations.
A private limited liability company is established on the submission of the Memorandum & Articles of Association to the Registrar of Companies together with the registration fee. The company’s Memorandum and Articles of Association of a company may either be signed by the company’s subscriber or by their authorised agent. The incorporation of a company is normally completed within twenty-four to forty-eight hours from submission of the relevant documents. It is also possible to submit the above information electronically.
MANAGEMENT & ADMINISTRATION OF THE COMPANY
Panlegis can handle all aspects of your company. Our experienced administration and legal department can provide Company Secretary Services, professional directors, accountants, and a prestigious registered office. In addition Panlegis can provide key officials for gaming companies and through our network of professional partners also auditors, trustees and fiduciaries.
The management and administration of a Malta company is vested in its Directors who enjoy all powers except those that have been specifically reserved to the shareholders of the company, exercised in general meetings. A private company must have at least one director and the sole director may not be the company secretary of the company (who must be an individual). The directors are bound to act honestly and in good faith in the best interests of the company.
The company’s directos also have a number of duties that must be fulfilled including the keeping of proper accounts, having the company’s accounts audited annually, presenting the audited accounts at the annual general meeting, the preparration and submission of the official forms indicating changes within the company, the filing of income tax and VAT returns.
The company’s share capital may be denominated in all major currencies. As a result the company’s accounts will be prepared in the currency of its share capital while tax and refunds are all paid in the same currency as the company’s share capital. This effectively reduces exhange rate risks.
Although Maltese law does not provide any restrictions on the nationality of Company Directors, Panlegis provides the services of a Maltese resident corporate dircector to our clients. THis helps ensure that the management and control of the company is in fact carried out from Malta. We also recommend that at least three (or the majority of) board meetings are in fact held in Malta. With a Maltese corporate director adherence to this recommendation is further faciliatated.
