Malta Company Formation

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    Company  Formation in Malta: Fast and Easy –
    3 Steps for Registration Without Travel:

    1. Send us an agreement for company formation with the following key information, and in addition, our manager will meet or phone with you to ensure correct and complete information
      • company name
      • object (= activities)
      • director and secretary (both can be non-EU citizens; director can be a corporate body, secretary must be an individual)
      • shareholder – the location of the holding that you probably need for the refund in case of profits will depend on the residence of the shareholders (in many cases a good solution is Slovakia or Latvia).
    2. Meet us in person or by Skype; fill in the mandatory customer due diligence papers; make atransfer for capital and costs
      • 240 € paid in capital (20% of 1200 € minimum share capital),
      • public fees and our costs for the formation of a company in Malta
    3. Sign the papers that we prepare and email to you and send them back to our office. Incorporation at the Malta Business Registry (MBR) will be happen within 2 working days.

    Company formation or takeover of a company is offered only together with other services (accounting, payroll administration, office services etc.), because this way we know the activities of our clients.  If we also assist the company to apply for a bank account (safe and secure financial institutions in Malta and or outside Malta), please be aware that banks do their own due diligence, so we have little influence on their decision. However, we can help clients in most cases.

    If the structure requires additional substance, Maltese labour law allows full time employees to work additionally in a part time job for another employer. There are no social charges and there is a lower tax rate for the second employment, so it is very attractive for foreign employees to use their time in Malta efficiently

    Company in Malta:  –  Benefits:

    Company Formation in Malta – quick registration of a Limited Liability Company (LLC) or a Limited Partnership (LP):

      • 5% corporate tax (after refund) – Malta – companies have the lowest tax in the EU
      • Tax advantages for residents without domicile
      • EU compatible tax laws, friendly administration
      • EU with freedom of movement, Schengen, Euro and English as official language
      • Well educated multilingual workforce, diversified economy with strong ICT and finance sectors
      • Sunny climate, good flight connections, an island with tourism and high entertainment
      • Attractive DLT regulation for ICOs, blockchain and crypto currencies: Malta Digital Innovation Authority Bill, Innovative Technology Arrangements and Services Bill and Virtual Financial Asset Bill

    Legal Benefits of a Company in Malta:

    Licenses in Malta often are valid for the entire EU; but in Malta, costs for obtaining and administrating the authorization are much lower. Whether online-gaming, shipping, airline or investment-funds, Malta offers an EU-passport for reasonable costs. For IPOs, a combination with a first listing in Malta and a second listing on a larger EU stock exchange might be much cheaper than a single listing on the larger exchange.

    Malta makes a difference between residence and ordinary residence. Residence is constituted by habitual and continuous presence; you do not need to be 183 days per year in Malta to be resident for tax purposes, however you have to take into account double taxation agreements as well as the question which agreement is applicable.

    According to Maltese Law the residence for legal persons is the place of management and control, however it is not sufficient to be able to exercise management and control, decisions have to be really taken there. Therefore the airplanes are full of businessmen who are happy to fly for a business trip to Malta in order to meet regularly there for important decisions.
    Directors of corporations can have their residence outside of Malta, however if directors or shareholders are not citizens of the EU or Switzerland, the commercial register asks for additional due diligence documents (e.g. a professional reference of a lawyer or auditor, a bank reference, a copy of an identity document and an utility bill or another proof of residence).

    Fiduciary relationships are defined and regulated for fiduciary ownership of shares in a company; nominee directors are not seen as fiduciary. While we have a license for fiduciary services in Switzerland, we do not provide such services in Malta, but we can arrange licensed subcontractors.

    If escrow agent services are required to fulfil an international contract or another temporary trigger event, this service is provided by our Swiss company using reputable Swiss legislation.

    It is not required for a Maltese company to have a bank account in Malta, as banks are very restrictive and accounts in other countries are permitted. Check our guideline how to deal with banks and you will have more success in opening a bank account.

    There are reasonable conditions for a Maltese company to receive a VAT number which is an important consideration for companies that are trading within the European Union.

    (Joint Venture: to fulfil the Maltese legal requirements, we are operating one company as a Joint Venture with a well-known Auditor in Malta.)

    Redomiciliation, Merger, Management and Control, Branch:

    Malta allows foreign companies to redomicile to and out of Malta using a standardized procedure. If the original company is located in a blacklisted jurisdiction, a more complex procedure is required. Before such redomiciliation, the financial statement in the old jurisdiction can be reworked in order to ensure a long lasting (tax) benefit in the new jurisdiction.

    Also, a company can move to Malta by merging with a Maltese entity. Cross Border Mergers are regulated in the Directive 2005/56 EU. Mergers can happen for various reasons, and in some cases even to benefit from different legislations regarding insolvency or employee rights.

    A foreign company can move its management and control to Malta and declare this to the local tax authorities. This allows to use entities that were former offshore and to still benefit from tax advantages

    A branch of a foreign entity in Malta can be useful, too: Malta has the right to tax the income of the branch, but in some cases, passive income of the Branch arising outside Malta is not taxable in Malta. Branches can be opened and closed easily.

    Shipping Companies and Vessels:

    Malta is one of the leading maritime hubs in the region with one of the largest international ship registers worldwide. The shipping sector is regulated by specific laws and regulations around the Merchant Shipping Act of 1973 and supplemental regulations. The regulations are applicable to the yachting industry, too.

    To benefit from the tonnage tax regime, clients need to register a company that qualifies as shipping organization (according to the Maltese Merchant Shipping Act) and receive a license from the government. The ship can also be registered in another jurisdiction, if the Maltese tonnage tax is paid. The ship may not have less than 1000 net tonnage.

    Intellectual Property Registration: trademarks, patents, design rights:

    Trademark registration protects the brand name and gives the trademark owner the exclusive right on the tradename and the logo. Registration in Malta is possible with the Intellectual Property Office (IPO) or at EU level with European Union Intellectual Property Office (EUIPO) in Alicante in Spain for 10 years from the date of registration. Later, a renewal is possible. In case of additional registration, the WIPO (World Intellectual Property Organization, cooperation with United Nations) gives guidelines how to register trademarks in the 97 countries of the Madrid System.

    Trademarks are a combination of words and symbols, they can be registered for the EU in one or more of the 45 classes of the International Classification of Goods and Services established by the Nice Agreement (known as the “Nice Classification”). Malta, however, is a single-class jurisdiction.

    Designs can be protected for a period of five years by registering a new design right with an individual character. Then they can be licensed. To register, a design shall not be purely functional and must fulfil criterial of morality. Applications have to be filed to the comptroller of the Commerce Department.

    It is possible to apply for a Registered Community Design (RCD) at the European Union Intellectual Property Office (EUIPO) or for international protection at the World Intellectual Property Organization (WIPO) office in Geneva.

    Copyrights protection for software, original literary, scientific and artistic work lasts until the death of the creator plus 70 years in the EU and plus 50 years outside the EU according to the Berne Convention. Registration of copyrights is not required; it is sufficient to attach the copyright symbol plus the year of creation to the text. Sometimes it is useful to create documents that prove the ownership of copyrights.

    Zugimpex: your 1st Choice for Formations, Offering
    Professional Services, Reasonable Fees and a Friendly Atmosphere:

    • Comprehensive Services from one source for your company in Malta.
    • Quick Customer Due Diligence – you have good financial standing, good qualification and successful experience in your business.
    • Fair price calculation for setting up a company in Malta and running it:
      • Company formation in Malta: 1500 € including domicile, flexi desk and basic postal service for one year, excluding public fees of around 350 €.
      • Annual costs depend on the activities: starting from 2500 € per year including domicile, flexi desk and basic postal service (from the following year). bookkeeping, VAT declaration, financial statement and parts of tax declaration. As an industry standard and including all surrounding tasks like sorting, filing and checks, qualified bookkeepers process around 15-20 bookings per hour which corresponds to 40-60 booking lines. For a financial statement, it takes between 5 and 15 hours.
      • Mandatory annual audit costs from an external auditor including special declarations to the tax office: in most cases between 500 € and 1500 € per company depending on the activities.
    • Professional consulting:
      • Use our experience at Zugimpex, our contacts and our know how in international business and in international tax planning.
      • Plan with us your setup, your operations and the transfer of functions, so your company in Malta and the holding will start and operate successfully.
      • Our friendly and competent employees are glad to assist you, and when you visit Malta, we will take care that you enjoy your stay.
    • Shelf companies are often available on request

    For further information:  Company Structures

    Residence Permit in Malta for EU Citizens
    and (with Schengen – Visa) for Non-EU Citizens:

    Malta actively attracts high qualified and wealthy foreign residents and offers different options to get a beneficial permanent residence permit or a Maltese citizenship + passport.

    EU citizens can easily take residence because of their right for free movement within the EU.

    Non- EU citizens can receive a temporary residence permit that can lead to a permanent residence permit after several years.

    Options to get a temporary residence permit:

    • create a company that really invests 100,000 Euro and rent or buy an apartment of a reasonable quality. Authorities are checking these points carefully, so real implementation is important.
    • If employer asks for a work permit; this is easier to get for high qualified personnel – no test that a candidate cannot be found in EEA
    • A well-known corporation establishes a subsidiary or a branch. They want to place a key person as a manager of this entity.
    • Study in Malta
    • Self sufficiency (proof needed)

    Liquidation of Companies:

    A company has ongoing costs and obligations, and if this shall not continue, the company can be sold, transferred or there is a liquidation voluntary basis.

    Starting activities for the liquidation of a limited company:

    • general meeting: resolution with liquidation date, liquidator and appointed audit firm.
    • notice of resolution to the Registrar (Form B(1)).
    • Declaration of solvency by the directors (Form B (2)) within one month, including a statement of assets and liabilities,
    • Declaration with Form L by the Liquidator.

    Liquidation activities within 12 months (or general meeting every 12 months):

      • Confirmation of outstanding amounts by Inland Revenue Department, VAT department and MFSA and settlement
      • Deregistration with Inland Revenue Department, VAT department and Jobs Plus.
      • Audit for the ending period
      • Payment of all liabilities
      • Collection or sales of receivables
      • Closing of bank accounts

    Final activities:

    • audit for the period from the date of dissolution up to the date of distribution
    • tax return plus payment, tax office issues a tax clearance
    • general meeting: Liquidator presents accounts, audit report and scheme of distribution.
    • Notice to the Registrar
    • Publication in the Gazette, waiting for objections.
    • After 3 months, the registrar strikes the company off the register.

    Additional and Interesting Information about Malta:

    Malta has EU membership, Euro and English as official language. 460,000 inhabitants (55.000 foreigners, 27,000 non- EU) live in Malta with Valletta as its capital. The country has 300 sunny days a year and the sun rises earlier in winter before people go to the office. Most people live on the main island Malta, which is located about 130 km south of Sicily, and the 2 other islands are Gozo and Comino. There are excellent flight connections to most European centers, the airport statistic 2017 shows 5.8 million passengers and more than 21500 departures with over 30 airlines.

    Malta is positioning itself as an on-shore location compatible with EU laws, but at the same time it provides an attractive environment to enterprises and individuals: Malta was set by the OECD on the white list, has numerous double taxation agreements and is not in the field of fire of high tax countries. At the same time it is possible to get access to attractive EU- subsidies. Authorities in Malta act customer friendly, there are one stop shops which offer to investors flexible and individual solutions. And for individuals, Forbes ranked Malta at the first place worldwide for “personal freedom”.

    A favorable environment attracts investors: stable real estate prices, a reasonable salary level, low taxes, low costs for services and a predictable political environment. Thousands of high qualified people from the EU and outside of EU move to Malta because of attractive jobs, nice weather, low taxes and an entertaining lifestyle. Also, it is possible to earn a lot: working hours are limited for one employment with one employer by EU regulations, but employees are allowed to work unlimited time by combining several jobs.

    (updated April 2020)