Fairwinds Management mainly works with the following jurisdictions: Malta, Seychelles, Cyprus, Gibraltar, UAE and UK.
The following is a set of Q&A compiled by our corporate team. This material is provided for informational purposes and should only be used in conjunction with our guidance. For further information do not hesitate to contact us on firstname.lastname@example.org.
What type of companies do you incorporate?
We incorporate different types of trading and holding companies; Private Exempt Single Member company, Private Exempt Company, and Private Company. The type of company that is incorporated depends on your business needs. Companies are incorporated both in Malta and offshore, with the most common jurisdictions being UK, Gibraltar, UAE and Cyprus.
Malta companies governing legislation can be found under Chapter 386 of the Companies Act.
Which limited liability designations are allowed in Malta (e.g. Ltd, Limited, Inc., Incorporated)?
Designations allowed are Malta Co Ltd and Malta Company Limited/Co Limited/Company Ltd/Ltd/Limited.
Which are the most common uses for Malta’s jurisdiction companies?
Malta is mainly used for trading and holding companies, whilst other jurisdictions are typically recommended as holding companies.
Which legal systems are adopted in Malta (e.g. Common Law, Civil Law)?
A mixed jurisdiction.
Are inward and outward redomiciliation allowed?
Yes, they are allowed in the form of branches (overseas companies) or continuation of companies.
Do I need to have knowledge of the Maltese language to set up a company?
No. All documents that we provide to you will be in English. Also, all documents that need to be submitted from your end to local authorities have to be in English. If the requested documents are not in English, we can provide you with a quote for translation services by an official translation agency that we work with.
Am I required to have Maltese residency for incorporating a Malta company?
It is not necessary to be a Maltese resident. Any resident or non-resident can also be a director of a Malta company.
Can I have more than one member of the board and shareholder in my private limited company?
Yes, it is possible. A Maltese LTD is required to have a minimum of 1 director, 1 shareholder and 1 company secretary.
- A private Exempt or a Single Member company cannot have a director who is Body Corporate
- A private company cannot have a director who is company secretary as well
- A private exempt company cannot have foreign body corporates
Are corporate shareholders allowed?
Are local (Maltese resident) directors required?
No, this is not required. However, it is advisable to appoint a local director if you want to confirm effective management and control in Malta. This depends on the setup of the company.
Are corporate directors allowed in Malta?
Yes, as long as the company has more than one shareholder. In that case, we put a second shareholder with one share having no voting rights and no rights to dividends.
Can I be the sole board member (director) of my company?
Yes, you can. The minimum number of directors that is accepted is one.
Are there any conditions of appointment of the Malta company secretary (e.g. qualifications, residence)?
Is a corporate secretary possible in Malta?
No, this is not possible.
Can the same person act as a sole director, secretary, and a shareholder in Malta?
Yes, the same person can act as all three. This type of company is referred to as a single-member private exempt Malta company, as long as there is no corporate shareholder or director.
Where can director and shareholder meetings of Malta companies be held?
Such meetings can be held anywhere, even by telephone/video conference.
Do I have to travel to Malta to incorporate a company?
To onboard a client with us, it would be ideal to meet him/her face to face. However, our brand, Malta Incorporation Specialist has been established specifically to assist people in incorporating companies easily 24/7. The online platform gives you flexibility to purchase a company any time, from anywhere. Otherwise, we can deal with you online, through emails, phone and online video calls.
What information is required to be presented at incorporation stage?
The following information is required:
- Desired company name
- Main trading object/line of business
- Director/s and respective home/office address
- Shareholder/s and respective home/office address
- Secretary and respective home/office address
- Description of your planned business activities, needs and requirements
What other documents should I provide you with if I’m an individual (individual involvement)?
Generally, we require:
- Identity Card and/or Passport
- Proof of Address
- Professional reference letter of character nature
- Police Conduct Certificate
It is important to note that documents that have to be submitted depend on the nationality of the applicant as we might request additional documents during the process. An example of such documents are Source of Wealth and Source of Funds.
This information also applies for UBOs (Ultimate Beneficial Owners).
If I’m interested in a corporate involvement, not individual, what other documents should I provide?
The following documents should be presented:
- Certificate of Incorporation
- Memorandum & Articles
- Company Registers
- Share Certificates
- Professional reference letter
- Certificate of Good Standing
- Certificate of incumbency
Do I need to provide the original documents?
All documents must be provided as a certified copy of the original. These must be certified by a professional; lawyer, notary or accountant, and should not be older than 3 months.
What type of certification is required?
The certification must include:
- Full name of certifier
- Contact details
- Statement that the document is a true copy of the original
How long does it take to incorporate a company?
Once we have received all the required documents, it usually takes between 3-5 days for a company to be incorporated.
Do I need a licence for carrying out my business activities?
In Malta, most business activities do not require a trading licence but some activities such as gaming and financial services in Malta, do require one. A full list of activities that do and do not require a trading licence are listed in Legal Notice 40 of 2016 which came into effect on 1st January 2017.
If your business activity requires a licence, we can assist you in obtaining one.
Are there any restrictions on choosing the company’s name when opening a company in Malta?
You may choose any name; however, this cannot be similar to an already existing name. Therefore, we usually ask clients to provide us with three alternative names to make sure there is availability.
Can the company’s name be in another language other than English?
As long as the standard English alphabet is used, any name can be suggested. For instance, companies can be named in English and Italian, but not in Greek.
Should my company have a physical office in Malta or is it enough to have a virtual office?
All incorporated companies must have a local address, but it is not obligatory to have an actual physical office in Malta. We can offer virtual office services. This includes a postal address in central Malta, post mail redirection, scanning and emailing, telephone line rental, and more.
Is the information about shareholders and directors of my Malta company public?
Information of shareholders, directors and company secretary, among others is available to the public. Details of all parties involved in a Malta company include their identity number, nationality, and residential address. This is according to regulation 8 of the Companies Act (Register of Beneficial Owners) Regulations, 2017.
Financial statements can be bought by anyone who has an account with Maltese Authority. On the other hand, anything related to financial matters such as mortgages and bank statements are not made available to the public.
Do I need to open a bank account for my company?
Your company can be incorporated without a bank account, but you’ll need to open one later, once that the company has been approved and you’ll have all official constitutional documents in hand. This will enable you to carry out economic activities.
Can you assist me in opening a bank account?
We are working with digital banking institutions. We can assist you in the preparation of all requested forms.
Can you guarantee that a bank account will be opened?
We always put our best efforts, expertise and experience in order to help our clients have their desired bank accounts open, but the final decision is made by the bank. Each application is evaluated individually by the bank, and if it does not meet the bank’s internal requirements, the application might be rejected. The bank may also require additional information and documents for further verification prior to its final decision.
How long does it take for a company with a non-resident owner to open a bank account?
This will depend on the financial institution one will opt for. Usually an account is opened within 1 or 2 months as from when we submit the pre-onboarding form. However, the financial institution may request additional information and documents at its’ own discretion and therefore we do not have any control over the time taken for the account to be opened.
Do you assist me with a visa application for the bank visit?
Since we are offering e-banking solutions, we do not require to set up a meeting in Malta to process the application.
Once the account is opened, can I transfer funds from my bank account without limitations?
This will depend on the jurisdiction, currency and amount to be transferred since the financial institution might require supporting documentation for the transfer.
Can I open an account for my Malta company in a foreign bank?
Yes, this can be done.
In which currencies can the share capital be denominated?
The standard currency is the Euro (€); however, any currency is accepted.
What is the minimum share capital of a Malta limited liability company?
The minimum share capital for such instances is €1,200. At least, 20% of this sum should be paid upon subscription.
Do I have to find an accounting provider myself?
Through our partner company, Accounting Services Ltd, that also forms part of Business Concept International plc, we also provide accounting services to sustain a company. Accounting services include but are not limited to bookkeeping, preparation of financial statements, financial reporting, VAT registration and compliance, and management accounts.
Should my company file monthly tax returns if I have no employees?
If a company does not have employees, there is no need to apply for a PE number and therefore, the company will not be obliged to submit monthly FSS reports.
The company will still be obliged to submit monthly/quarterly VAT returns (depending on the type of registration) and yearly tax returns.
Do I have to audit my company?
Auditing a company is compulsory for Malta companies. Maltese registered companies should submit a copy of the financial statements to the Registrar of Companies at the Malta Financial Services Authority (MFSA) on an annual basis. These should also be audited by an external auditor registered with the local Accountancy Board. We are able to service you through A+A Assurance Services Ltd, that also forms part of Business Concept International plc.
Is it possible to maintain the statutory records outside the Maltese registered office?
Yes, as long as these are made available upon request.
When should the first Annual General Meeting be held when you operate a Malta company?
The first AGM should be held a year after the company’s incorporation.
What is the VAT rate in Malta?
Regular VAT rate in Malta is 18%. This is taxable on supply of goods, services and importation. There are few exemptions (lower VAT rates) from the general rule. In fact, VAT on accommodation supplies is 7%, while a 5% VAT is taxable on printed matter, supply of electricity, various confectionery items, medical accessories, various items for the exclusive use of the disabled, and more. There are also instances when no VAT is charged as items will be VAT exempt.
In which case my Malta company should register for VAT?
Whether or not one should apply for VAT, depends on the company’s activity. This will determine whether to register under Article 10 or 11, determined by the company entry and exit thresholds. If the company is involved in trading, then it is obligatory to register for VAT. Holding companies do not need to register for VAT. Detailed information can be found here: https://cfr.gov.mt/en/vat/general_information/Documents/06.%20Small%20undertakings%20registered%20as%20exemptV2.pdf
Do I have to pay payroll taxes for employees that do not work in Malta?
Salaries are subject to taxation in the country where business activities are performed. If your employees are working in another country other than Malta, the payroll taxes are presumably not due in Malta. Their payroll taxation should be applied in the country, where they work.
Which countries signed double tax treaties jurisdiction with Malta?
The full list of such countries is found on the MFSA website.
How do I distribute profit / receive remuneration from my Malta company?
Through yearly dividends, one can distribute profits after the payment of corporate tax which is 35% in Malta. However, if all the below criteria are met, a 30% tax refund can be claimed:
- Income is not related to property
- Shareholders are not resident in Malta
- Business interest is more than 90% outside of Malta
When should I add VAT to my invoices?
There are set rules when one should add VAT to invoices. This will depend on a number of factors, including:
- the activity being undertaken through the company since exceptions to the general rule might apply.
- the countries involved in a transaction whether EU or NEU.
- the parties to the transaction whether these are taxable persons or individuals without a vat number.
Can my newly incorporated Malta company be considered a tax resident in my country?
This depends on the jurisdiction in which the client resides since CFC (Controlled Foreign Corporation) rules might kick in. Generally, the company is considered to be resident in the country where it is managed and controlled and in which it has registered for a tax number.
Can I receive a residence permit if I set up a company in Malta?
When incorporating a company in Malta, you won’t be given a residence permit automatically. There are various ways to get a Malta resident permit, such as through employment or through MRVP (Malta Residency and Visa Programme). We can help you apply for one.
What are setup costs of a Maltese company?
The total costs to setup a company depend on the type of services that will be requested, and these vary from one company to another. However, the base company price, be it Private exempt single member company, Private exempt company, and Private company is €1,800 (excluding VAT), if there is up to one shareholder.
Other costs will apply should there be a request for other services such as to reserve a company name, to use a registered address, to submit a VAT number application, and for bank accounts introductions, among others.
What are a company’s annual maintenance costs?
There isn’t a set price as annual maintenance costs depend on the requested services such as the company share capital, bookkeeping, accounting, registered address, directorship services and more. Fees will be calculated on the number of services that you request from us.
How is a company liquidated?
A company can be liquidated either in voluntary or compulsory way; the process of which depends on the structure of the company. Liquidation starts from the closing off of the accounts up to the liquidation date. We finish all pending audits and submit them, while ensuring that all tax returns are filed. Then a liquidator is chosen to dissolve the company and struck off the registry.
How should I pay for your services?
To help you find the most convenient way to pay for the provided services, we accept Direct Bank Transfers, money transfers through Western Union, payments through MyPos, Wirecard, as well as online payments via XERO. Our bank details can be found on the invoice.
The above information has been compiled for information purpose and such information may change from time to time. Kindly consult us for more guidance.
Last updated on 17.03.2020