Incorporation of Maltese Commercial Partnerships

Forms of Business Enterprise

The Maltese Companies Act provides for various types of commercial partnerships including general and limited partnerships, private limited liability companies and public limited liability companies. The principal form of business organisation in Malta is the private limited liability company.

Legislation

The Companies Act 1995 was enacted with the object of updating Malta’s corporate legal framework and harmonising it with the European Union Directives on Company Law.    Additionally, shipping companies formed in Malta before or after the coming into effect of the Companies Act 1995, may opt to be regulated by the Merchant Shipping (Shipping Organisations – Private Companies) Regulations 2004, in default of exercising the option they will be regulated by the Companies Act 1995 (the “Companies Act”).

Limited Liability Companies

Limited Liability Companies can be of two types: private or public. The distinguishing features between private companies and public companies can be summarised as follows: private companies restrict the right to transfer of shares, limit the number of their members to 50 and prohibit invitations to the public to subscribe to their shares or debentures.

Incorporation of Maltese companies

A Maltese company is constituted by a Memorandum of Association being entered into and subscribed to by at least two persons (unless a private exempt company) and a certificate of registration being issued in respect thereof. The Memorandum should state the name of the company; the name, address and official identification of the subscribers thereto; whether the company is a private company or a public company; the registered office of the company in Malta; the objects of the company; details regarding the authorised, issued and paid-up share capital; the number of directors and the particulars of the first directors and secretary, and the manner in which the representation of the company is to be exercised.

The authorised and issued share capital of a private company shall be of a minimum of EUR 1164.69 of which at least 20% is to be paid-up.  In the case of public companies, the minimum authorised and issued share capital shall be of EUR 46,587.47 of which at least 25% must be paid-up. Companies may have their share capital denominated in any major currency. 

Company Registration Expensesare payable to the Registrar of Companies upon incorporation.  Currently, they vary from a minimum of EUR 245 to a maximum of EUR 2,250, depending on the value of Authorised Share Capital.

The authority responsible for administering the register of all Maltese companies is the centralised Registry of Companies (RoC) which is physically located in the same premises as the Malta Financial Services Authority. This Registry of Companies is largely modelled on the Anglo-Saxon model of a centralised company register. All official filings effected in respect of Maltese companies may be accessed through the registry’s website at MFSA

For further information about how Zammit & Associates – Advocates can help you with your company incorporation requirements kindly contact us on corporate [at] zammit-law [dot] com