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Malta Company Information

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Introduction The Republic of Malta is a small island consisting of an archipelago in the middle of the Mediterranean Sea of which only the three largest islands Malta (Malta), Gozo (Ghawdex) and Comino (Kemmuna) are inhabited. The strategically located islands constituting the Maltese nation have been ruled by various powers and fought over for centuries, and they have a deeply rooted history dating back to neolithic times.

Malta ’s strategic geographical location played a decisive role in its history and continues to play a very important part in its economic, political and cultural development and prosperity today. Having implemented a sound legislative framework over the past decade, Malta’s accession as a member of the European Union has stimulated significant developments in the islands’ economy, brought about principally by a boost of inward direct investment into the country. With its highly educated workforce and the comparatively lower cost of professional services when compared with other EU centres, Malta has become firmly established as a reputable business and financial centre offering attractive business solutions for individuals and international corporations alike.

Population

The population of the Islands is approximately 400,000. Maltese society is homogenous having its own identity and language. The natural population growth has in recent years been supplemented by a net inflow of Maltese who had previously emigrated to America, Canada, Australia and the United Kingdom.

Political Structure

Malta boasts a rich history of tradition and culture lavishly woven by the many civilisations that have swept the Mediterranean leaving their imprints on those small islands. The first evidence of life dates back as far back as the Neolithic age, when early settlers some 6000 years ago left evidence of their magnificent temples of worship and burial grounds. After these, new faces belonging to new civilisations appeared, all leaving their indelible traits: Phoenicians; Carthaginians; Romans; Arabs; Aragonese; the Knights of St. John; the French under Napoleon Bonaparte and finally the British. The British stayed for more than a century and a half and during this time set up a prominent naval and military base for their Mediterranean fleet and their influence, particularly on the infrastructure of the country, its legal system and its civil service, remains.

Malta obtained its independence in 1964 but retained a NATO military base, which turned out to constitute the Island's main source of revenue. Ten years later it became a Republic and in 1979 it closed the military base.

Malta is a sovereign independent state enjoying traditional political, economic and social stability. It enjoys a parliamentary democracy based on the Westminster model. It joined the EU in May 2004 and forms an integral part of Western Europe both politically and culturally. Malta is a member of the United Nations, of the Council of Europe and of the Commonwealth. Malta maintains friendly relations with all countries through its policy of neutrality and non-alignment.

The President is the titular head of the state, while executive powers rest with the Prime Minister and the Cabinet. Parliament is composed of 65 representatives elected every five years. Based on the English juridical system, the judiciary has a tradition of independence that dates back hundreds of years. The supreme law of the country is its written constitution, which expressly incorporates the fundamental principles of Balance of Powers, the Rule of Law, the Independence of the Judiciary and the Human Rights.

Infrastructure And Economy

With the closure of the military base in 1979, it became imperative for the country to launch a series of development programs to re-orientate the Islands’ economy.

A strong infrastructure and promotional drive basing itself on price competition and on high standards of tourism facilities turned tourism in to Malta's primary source of foreign exchange, with more than a million tourists visiting Malta each year. Malta's natural harbours host one of the most renowned dry-docks in the Mediterranean and a shipbuilding yard.

The geography of the Island has always provided natural attractive safe marinas for yachts coming from all over the world. Manpower is the most precious resource in Malta. Human resources development is fundamental to the Island's economic progress, which is why great stress is placed on an enlightened education system and the training and preparation of the labour force to levels required by modern industry and sophisticated technology.

Following an overhaul of Malta’s financial legislation in the early 1990s, Malta has obtained international recognition as a stable financial services centre of repute. Today, Malta’s regulatory framework for financial services is fully consolidated and aligned to internationally recognized standards. Its onshore regime provides a seamless framework that supports both domestic and international economic activity. The Malta Financial Services Authority (MFSA) is Malta’s single regulator for banking, investment services, insurance and other financial services activity.

The regulator’s accessibility and its pro-active approach to addressing market developments have proved to be a highly successful formula.

The Maltese financial services industry has witnessed a rapid growth over the last decade, with over 6,000 people currently employed in the financial services sector (excluding law firms and accountancy firms), contributing a significant 12% to the country’s GDP. The Maltese Government continues to evaluate and update relevant legislation and regulations, keeping it abreast of developments in the industry with a view to maintaining Malta’s competitiveness in this sector.

Malta joined the 2004 EU enlargement along with nine other countries. Several state-controlled corporations have been sold and markets have been liberalised in anticipation of Malta’s EU membership, and the Government’s remaining participations in the private sector continue to be privatised.

Reserves for foreign currency per head are amongst the highest in the world. The Maltese Lira is strong and stable, and in 2005 has been pegged at a fixed rate to the Euro. With more than 100 years experience behind them, Malta's banks are continually expanding and improving their services. Financial institutions have been streamlined to keep abreast of transformations that are taking place in what has become a global marketplace. Exchange controls have also been removed to facilitate the free movement of capital across Malta’s national borders, in line with EU legislation.

The Maltese government entered the ERM framework II in May 2005, and adopted the Euro as the country's currency on 1 January 2008. Malta adopted regulations to implement the Schengen Treaty for Seaports on 21st December 2007 with airports to follow on 29th March 2008.

There are several daily flights to Malta from all major European cities.

Language

The Republic's official languages are Maltese and English; all Maltese citizens speak the latter fluently. Business correspondence is mainly in English. Most of the population is also fluent in Italian.

Currency

Euro from 1st January 2008.

Exchange Control

Exchange controls have been abolished since 19 April 2004, save for certain restrictions for transactions involving non-residents from non-EU/non-EEA countries.

Type Of Law

Malta is a Civil Law jurisdiction, however, all modern legislation including company, tax and maritime laws are modelled on their UK counterparts.

Key Corporate Features

General

Type of Company Private Limited Liability Company

Political Stability Good

Common or Civil Law Civil (strong Common Law influence)

Disclosure of Beneficial Owner No (optional)

Migration of Domicile Permitted Yes

Corporate Taxation Yes but credits / refunds should apply to

shareholder(s)

Language of Name Latin Alphabet

Corporate Requirements

Minimum Number of Shareholders/

Members Two/One

Minimum Number of Directors/

Managers One

Corporate Directors/

Managers Permitted Yes

Company Secretary Required Yes

Min. Share Capital €1,165

Local Requirements

Registered Office/Agent Yes

Company Secretary No

Local Directors No

Local Meetings No

Register of Directors Yes

Register of Members Yes

Annual Requirements

Annual Return Yes

Submit Accounts Yes (Audited)

Recurring Government Costs

Minimum Annual Tax/Licensee Fee N/A

Annual Return Filing Fee €100 (min)

 

Principal Corporate Legislation

Companies Act, 1995; Trusts and Trustees Act, 1988; Malta Financial Services Authority Act, 1994; Investment Services Act, 1994; Banking Act, 1994; Financial Institutions Act, 1994; Financial Markets Act, 2002 and the Business Promotion Act, 1988.

Company Information

Procedure To Incorporate

This entails the deposit of the paid-up issued share capital into a bank account and the filing of the Memorandum and Articles of Association with the Registrar of Companies. Non-EU/ non-EEA resident shareholders are also required to submit a bank reference besides an identification document for the immediate shareholder (e.g. passport copy or certificate of incorporation).

Restrictions On Trading

There are no specific restrictions on trading imposed on Maltese Companies. However, companies involved in particular spheres of economic activity may require a licence before commencing their activities. Such activities would include investment services, insurance business, other financial services and also gaming activities, to mention a few.

Powers Of Company

A Maltese company may exercise all those powers outlined in the Memorandum and Articles of Association of the Company.

Language Of Legislation And Corporate Documents

English.

Registered Office Required

Must be maintained in Malta.

Shelf Companies Available

No.

Time To Incorporate

Two to Three working days.

Name Restrictions

Anything identical or similar to the name of a company already incorporated or reserved; anything that in the opinion of the Registrar of Companies is offensive or otherwise undesirable.

Language Of Name

Names can be expressed in any language using the Latin alphabet.

Suffixes To Denote Limited Liability

The name of the company must end with the word "Limited" or "Ltd" in the case of private limited companies and “p.l.c.” in the case of a public limited company.

Disclosure Of Beneficial Ownership To Authorities

The identity of the beneficial owners of a Maltese company may remain confidential if a trustee company authorised by the Malta Financial Services Authority is engaged to act as shareholder on behalf of the underlying beneficial shareholders. This confidentiality is maintained as long as the company and its beneficial owners are not involved in any money laundering activity.

Compliance

Authorised And Issued Share Capital

The minimum authorised share capital of a private limited liability company is of €1,165. The minimum issued share capital of a private limited liability company is €1,165, 20% paid up. The share capital may be denominated in any convertible currency.

Classes Of Shares Permitted

A company may have different classes of shares.

License Fee

A one-time minimum fee of €300, for an authorised share capital of up to €1,500. The minimum annual return filing fee is of €100 with effect from the second year.

Financial Statements Required

Audited accounts.

Directors

A minimum of one who need not be a Maltese resident. Corporate directors are also allowed.

Company Secretary

The secretary is to be an individual and may be a non-resident of Malta.

Shareholders

The minimum number of shareholders is normally two; however a "single member company" may also be registered, subject to the satisfaction of certain requirements.

Taxation

Full Imputation System

Malta operates the 'full imputation' system of taxation so that any tax paid by the company is imputed to the shareholder in the event of a dividend distribution. The tax withheld by the company from the dividend it distributes is, therefore, no more than a payment on account of the shareholder's own liability.

Tax Rates

Income Tax is the only tax imposed on the profits of companies. The standard rate of income tax is 35% of taxable income, which is the net profit (accounting profits) as reported in the companies' audited financial statements, subject to certain adjustments. All expenses incurred wholly and exclusively in the production of the income are considered deductible.

Allocation Of A Company´s Profits To The Individual Tax Accounts.

The distributable profits of a company registered in Malta (which includes Maltese branches of foreign companies) are required by tax law to be allocated to five different accounts, or reserves, namely:

The Immovable Property Account consisting of a company's distributable profits that have suffered tax and that are derived, directly or indirectly, from immovable property situated in Malta;

The Final Tax Account which incorporates a company's distributable profits normally arising from transactions that are taxed at source under a final withholding tax regime, such as investment income, certain property transfers and profits that have been relieved from tax under Malta's incentive legislation;

The Foreign Income Account consisting of a company's distributable profits arising from overseas income, such as dividends, capital gains on disposal of shares and property, interest, royalties and similar income and rents. This account also comprises profits of banks and financial institutions from investments, assets and liabilities situated outside Malta, profits of insurance companies on risks situated outside Malta, profits attributable to a permanent establishment situated outside Malta and dividends paid out of the Foreign Income Account of another company registered in Malta;

The Maltese Taxed Account which comprises a company's distributable profits from Maltese sources which includes profits on international trading activities;

The Untaxed Account into which are allocated the amounts not allocated to the other four accounts. This is the only account which may have a negative amount allocated to it.

Double Taxation Relief

Malta generally operates an ordinary credit system for relieving double taxation. There are four different types of double taxation relief, namely:

Double Taxation Relief in respect of tax charged in a country with which Malta has a double tax treaty. Generally, the tax payable in the treaty country on income that is also subject to tax in Malta is allowed as a credit against that person's Maltese company.

Commonwealth Income Tax Relief is a tax credit afforded to relieve double taxation where Commonwealth income tax has been paid on the same income that is subject to tax in Malta. In practice, this type of relief is rarely, if ever, used.

Unilateral Relief is a system of relieving double taxation that operates in exactly the same way as double taxation relief. Tax payable in a country with which Malta does not have a double tax treaty is allowed as a credit against the Malta tax payable on that income. Underlying tax suffered by the overseas company on the distributed profits may also be claimed as a credit insofar as the overseas company paying the dividend is owned, directly or indirectly, as to more than 10% by the Maltese company.

Flat rate foreign tax credit is available to a Maltese company in respect of income allocated to its Foreign Income Account. This method of relieving double taxation is available if none of the other three systems applies. A Maltese company's income from overseas, net of any foreign tax, if any, is grossed up by 25% and after the deduction of any expenses, tax is chargeable at 35% of the resultant net profit. The amount by which the income is initially grossed up is allowed as a credit against the tax due.


The following example illustrates this method:

 


Euros

Income net of foreign tax

800

Grossing up for Flat rate of foreign tax credit

200


------------
1,000

Tax @ 35%

350

Flat rate foreign tax credit

(200)


------------

Tax Payable

150



Refunds To Shareholders Of Tax Paid By Maltese Companies

The payment of a dividend by a Maltese registered company to a shareholder entitles such shareholder to a full or partial refund of the tax paid by the Maltese company on the profits out of which the dividend was distributed.

A tax refund arises from the full imputation system of taxation referred to above. In addition, another entitlement to a tax refund arises on certain distributions made by Maltese companies, in certain circumstances as explained below:

No entitlement to tax refunds arises on dividends paid from the company’s profits allocated to the Final Tax Account or the Immovable Property Account;

An entitlement to a refund of 6/7ths of the tax paid by the Maltese registered company arises when the dividend is paid from the company’s Foreign Income Account or Maltese Taxed Account;

An entitlement to a refund of 5/7ths of the tax paid by the Maltese registered company arises when the dividend is paid from the company’s Foreign Income Account or Maltese Taxed Account where such dividends constitute the distribution of passive interest or royalties;

An entitlement to a refund of 2/3rds of the Malta tax paid arises where the dividend is paid from the Maltese registered company’s Foreign Income Account on which the company distributing the dividend has claimed relief of double taxation;

An entitlement of a full refund of the tax paid by the Maltese registered company arises when the dividend is paid out of profits derived from a ‘participating holding’ or the disposal of such holding.

VAT

Maltese companies trading from Malta may be registered for VAT purposes and the VAT prefix will be 'MT'.

Content supplied by TBA and Associates

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