16.04.2024
In Malta, companies are registered through the Malta Business Registry (MBR) under the guidelines of the Maltese Companies Act. To establish a private limited liability company, certain key information must be provided, including the company name, primary and secondary objectives, authorised and issued share capital, a registered address in Malta, and at least one shareholder, director, and company secretary, along with their identification documents. Additionally, a set of due diligence documents on shareholders and directors must be presented for compliance purposes, often facilitated through the completion of KYC forms.
It’s crucial to note that if a shareholder of the proposed company is a corporate entity, a Form BO1 must be filed to identify the beneficial owner of the company. Once all necessary information is gathered, an authorised corporate services provider such as Fairwinds Management will draft the memorandum of association and articles of association for approval and signatures. These documents are then submitted to the MBR for registration of the limited liability company. Upon processing, the Certificate of Incorporation is issued within a matter of days.
Malta Company Obligations and Maintenance
The Malta Business Registry (MBR) is the Maltese government agency responsible for the registration and regulatory compliance of companies and commercial partnerships in Malta. It is also the body responsible to manage and oversee the deadlines for the registry of companies. Apart from the standard and annual deadlines, the MBR also issues additional notifications, providing general updates to companies in accordance with local legal notices and EU legislations.
When incorporating a Malta company, one needs to be aware of all the obligation this brings with it. It’s important to note that respecting regulations and filing documentation within their stipulated timeframe will ensure that the company runs smoothly. It is important to comply with obligations set out in the Companies Act (Chapter 386 of the Laws of Malta) throughout the company’s lifetime to ensure that all requirements to file statutory documentation are respected. Failure to adhere to such regulations, will see the enforcement of penalties as imposed by the Companies Act in accordance with the provisions of Article 401 (3) to (17).
Penalties that can be found in the Eleventh Schedule, provide a list and descriptions of infringements together with the fee related to such penalties and the maximum daily default penalty, where applicable. These are given for various reasons such as when the company fail to submit an annual return, which must be submitted within forty-two days from the company’s anniversary date of incorporation, or failure to submit annual financial statements, which must be approved within ten months after the end of the relevant accounting reference period, and must be submitted within forty-two days from the date of approval of such accounts. To note that failure to pay such penalties, will result in enforcement proceedings. Following various warnings, if these penalties are not settled, the Registrar of Companies will proceed judicially against the company officers.
As a corporate services and business solutions provider, Fairwinds Management is here to assist with setting up your new Malta company and ensure that all obligations and important deadlines are met, so that your business runs smoothly without being fined any penalties for not respecting deadlines. Malta companies can seek assistance from Fairwinds Management, providing services such as company incorporation and day-to-day running of the business. We also handle bookkeeping and accounting services, including but not limited to VAT registration and VAT returns, taxation services and payroll services. For further information, we invite you to get in touch with one of the directors, Ms Joceline Caruana M.Acc, MIA, Cert.Tax, CPA on jcaruana@fairwindsmanagement.net.
Fairwinds Management Limited is a MFSA licensed firm offering Business Solutions in Malta. As part of our services, we offer Accounting, Administration, Corporate and Legal solutions. Fairwinds Management also manages the brand Accounting Services. More information about us and our key services please visit our website. You may reach Fairwinds Management on +356 2704 0903 or info@fairwindsmanagement.net.
Article written by Ms Charlene Sciberras, B.A. (Hons), guest writer, a marketing and business administration specialist with a special focus on corporate, accounting, and legal matters.