Fairwinds Management Limited is a one-stop shop business solutions provider. It focuses on providing high-quality services with the provision of accounting services, administration services and corporate solutions.
Through its own corporate services license, Fairwinds Management Limited is able to set up Malta registered companies. Through authorised intermediaries, the company also works with the following jurisdictions: Cyprus, United Kingdom, Gibraltar and other reputable territories.
The following is a set of Q&A compiled by our corporate team. This material is provided for informational purposes only and should be used in conjunction with our guidance.
For further information do not hesitate to contact us at 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 abroad. Through our authorised intermediaries, the most common jurisdictions where foreign companies are incorporated in are UK, Gibraltar, Cyprus and other reputable jurisdictions. The foreign companies are normally used as holding companies.
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. Other jurisdictions are typically recommended as holding companies.
Which legal systems are adopted in Malta (e.g. Common Law, Civil Law)?
A mixed jurisdiction. Malta’s Companies Act follows the Anglo-American approach, whereby companies apply the one-tier board structure, also known as the unitary model. This governance model consists of one board of directors that may include a mix of both executive and non-executive directors. This is the model applied by the UK and the US.
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 must 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. It is highly advisable however that at least one director is a resident in Malta. We can accept a company that has non-resident directors as long as the intention is to set up a business and eventually move to Malta (obtain residency), or to have a physical operation or place of business in Malta.
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 locally based director as an officer if you want to confirm effective management and control in Malta. This depends on the setup of the company. It is not enough to stop with the appointment of directors. Directors are officers that need to have knowledge of the business operations and be in full control of the operations of the company, for example, control of the bank account, entering into agreements, signing of contracts, taking decisions on behalf of the shareholders subject to their approval, be responsible for the preparation of the financial statements, file vat and tax returns, be accountable to the shareholders, and answerable to the authorities.
Are corporate directors allowed in Malta?
Yes, as long as the company has more than one shareholder. Corporate directors are also officers who need to be accountable and answerable to tasks as per previous answer. When a structure has a corporate director involvement, it is required that a second shareholder is appointed, having one share with 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)?
No. A director can also be a company secretary. The company secretary is considered to be an officer of the company and is also answerable to the VAT and tax authorities.
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. Ideally at least on a yearly basis, one meeting is held in Malta in the registered address of the company and documented with minutes taken by the company secretary or any officer of the company.
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. We can also 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:
- Company name desired
- Registered address in Malta
- 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
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 must 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).
A company will be accepted for incorporation only after the due diligence checks are approved by the compliance team. Fairwinds Management Limited might refuse any client without providing an answer if this does not fall within the risk-appetite of the firm. Furthermore, Fairwinds Management Limited does not deal with complex structures and is not licensed to offer fiduciary / nominee shareholdings or trusts.
If I’m interested in a corporate involvement, not individual, what other documents should I provide?
The following documents should be presented:
- Organigram/Structure Chart up to the UBOs
- Company Profile
- Certificate of Incorporation
- Memorandum & Articles
- Company Registers
- Share Certificates
- Professional Reference Letter
- Certificate of Good Standing
- Certificate of Incumbency
- Source of Funds Declaration
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. We might request accreditations of the certifier.
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
If the certifications are done by an EU warrant holder, we need to verify the certifier by collecting a copy of his/her professional warrant or confirm the online register where we can verify the professional person. If the certifications are done by a non-EU profession person, the documents have to be apostilled.
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.
Click here for further details.
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. Although not obligatory to have a physical office in Malta it would be ideal to have either an office or at least a physical desk from where the operations are carried out. We can accept to offer a business address services on a case-by-case basis. 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. Also, company financial statements can be bought by anyone who has an account with the Malta Business Registry. On the other hand, anything related to financial matters such as mortgages and statements from financial institutions are not made available to the public.
Do I need to open an account with a financial institution for my company?
Your company can be incorporated without an account with a financial institution, 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 an account with a financial institution?
Yes, we are working with various financial institutions that offer digital banking. We can assist you in the preparation of all requested forms and assist you with the application process.
Can you guarantee that an account with a financial institution will be opened?
We always put our best efforts, expertise and experience in order to help our clients have their desired accounts open, but the final decision is made by the financial institution. Each application is evaluated individually by the institution, and if it does not meet the institution’s internal requirements, the application might be rejected. The financial institution 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 an account with a financial institution?
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 visit at the financial institution?
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 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 financial institution?
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 own setup, Accounting Services, 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 Malta Business Registry on an annual basis. These should also be audited by an external auditor registered with the local Accountancy Board.
Is it possible to maintain the statutory records outside the Maltese registered office?
Yes, as long as the authorities requesting such documents are informed of the place of their location and that 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.
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. 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 service that will be requested, and these vary from one company to another. However, as an indication, the base company price of a standard Ltd. is of €2,000 (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 introductions with financial institutions, 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.
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 22.11.2022