5. Malta Company Law Aspects
A private company must have a minimum issued share capital of €1,164.69. 20% of this amount must be paid up on incorporation. Any foreign convertible currency may be used to denominate this capital. The chosen currency will also be the company’s reporting currency and the currency in which tax is paid and any tax refund due is received, a factor which eliminates foreign exchange risks. Furthermore, Maltese company law provides for companies set up with a variable share capital.
Whilst companies are generally set up with more than one shareholder, there is the possibility to set up a company as a single member company. Various persons or entities may hold shares, including individuals, corporate entities, trusts and foundations. Alternatively, a trust companiy such as Chetcuti Cauchi's Claris Capital Limited, our trust company which has been authorised by the Malta Financial Services Authority to act as trustee or fiduciary, may hold shares for the benefit of the beneficiaries.
The objects of a private limited company are unlimited but must be specified in the Memorandum of Association. In case of a Private exempt limited company, a primary purpose must be stated as well.
Directors and Secretary in Malta company
With respect to directors and company secretary, private and public companies have different requirements. While private companies must have a minimum of one director, a public company must have a minimum of two. It is also possible for a director to be a body corporate. All companies are obliged to have a company secretary. A Malta company secretary must be an individual and there is a possibility for a director to act as a company secretary. In the case of private exempt company Malta, a sole director may also act as the company secretary.
While there are no legal requisites regarding the residence of directors or the company secretary, it is advisable to appoint Malta resident directors as this ensures that the company is managed effectively in Malta. Our professionals are able to act as or recommend officers for client companies under our administration.
Under the Professional Secrecy Act, professional practitioners are bound by a high standard of confidentiality as established by the aforementioned act. These practitioners include advocates, notaries, accountants, auditors, trustees and officers of nominee companies and licensed nominees, amongst others. Section 257 of the Maltese Criminal Code stipulates that professionals who disclose professional secrets may be liable to a maximum fine of € 46,587.47 and/or a 2 year prison sentence.
Malta companies are required to hold at least one general meeting every year, with not more than fifteen months elapsing between the date of one annual general meeting and that of the next. A company which holds its first annual general meeting is exempt from holding another general meeting in the year of its registration or in the following year.
To register a company, the memorandum and articles of association must be presented to the Registrar of Companies, along with the evidence that the paid up share capital of the company has been deposited in a bank account. Afterwards a certificate of registration will be issued.
Malta companies benefit from a relatively swift incorporation process which takes between 3 to 5 days once all information, receipt of due diligence documents and remittance of funds have been has been provided. For an additional fee, a company may be registered within just 24 hours.
Accounting & Accounting Year
Yearly audited financial statements need to be prepared in accordance with International Financial Reporting Standards (IFRSs). These statements must be filed with the Registry of Companies where they may be inspected by the public. Alternatively, Maltese law provides for a choice of financial year-end.