The minimum authorized and issued share capital under Maltese law is as follows:

private companies - approx. €1,200 with at least 20% thereof paid up upon subscription;
public companies - approx. €46,600 with at least 25% thereof paid upon subscription

Currency

The company’s share capital may be denominated in any currency. This, coupled with the fact that Malta does not impose any exchange control restrictions, facilitates the use of a Maltese corporate vehicle for international business. Exchange risk is further minimized by the fact that the company’s income tax is paid in the same currency of the share capital. Any tax refunds are also given in the same currency.

Registration

The registration of a company is done by submitting the necessary documentation to the Registry of Companies. The documentation includes the Memorandum and Articles of Association (M&A) together with an identification document of the subscribers, and proof that initial share capital has been paid up. The M&A must be signed by the subscribers or their attorneys, but need not be executed in front of a notary public. This enables subscribers to set up a company without actually having to physically come to Malta, however, due diligence documentation with respect to KYC procedures are required. A registration fee is payable to the Registry of Companies and depends on the amount of authorized share capital.

Directors and Company Secretary

Companies must appoint at least one director and one company secretary. The director may be a corporate entity but the company secretary must be an individual. As a rule, a sole director cannot occupy the post of company secretary as well unless the company is a single member company and has an ‘exempt’ status.

General Meetings

The general meetings need not be held in Malta but may be done via a telephone or video conference. Moreover, a company may opt not to convene a general meeting if all the shareholders are in agreement and sign the necessary resolutions.

Annual Return

Companies must submit an annual return, upon each anniversary of the company’s registration date.

Annual Accounts

After the financial year end, audited financial statements must be laid before and approved by the general meeting of the company and eventually submitted to the Registry of Companies. A company may opt for a financial year end other than 31st December as long as the first period is not less than six months and not more than 18 months. The time allowed for the submission of accounts before the general meeting is ten months after the financial year end for private companies and seven months after the financial year end for public companies.

Form of Accounts

Audited financial statements must be prepared in accordance with the Companies Act and with IFRSs.

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