General
Questions

Who are we?

GA Corporate Limited is a company registered in Malta with company registration number C 49501 based in Valletta, Malta. The company is licensed by the Malta Financial Services Authority to provide corporate services. Our company is highly regarded for its professional and efficient approach towards company incorporation.

GA Corporate has a vast experience in drafting various companies’ Memorandum and Articles of Association, which include all information relating to the particular company seeking registration.

Our team embraces a number of professionals including lawyers, accountants and auditors, who specialise in the provision of corporate services including company formation, redomiciliation of companies, corporate management, accounting and audit. Our diversified client base includes well-known local and multi-national companies.

GA Corporate Limited forms part of a larger group of companies established in Malta and is associated with Gonzi & Associates, Advocates, a prominent law firm in Malta.

GA Corporate Limited is closely associated with Gonzi and Associates, Advocates, a local boutique law firm specialised in providing legal services in corporate, financial services, gaming and shipping matters.

Our aim is to assist clients with their corporate requirements in an efficient and professional manner, offering company incorporation that is easy and affordable and clear and transparent annual fee

Why should I incorporate a company in Malta and not in another EU jurisdiction?

Malta has one of the most efficient tax regimes in the EU while at the same time being a highly reputable jurisdiction. In addition, English is used as the business language which makes Malta more conducive towards international business. Expenses in Malta are comparatively lower than those in most other EU jurisdictions and yet, the country is able to pride itself on having a skilled and professional workforce.

What fields are Malta companies normally active in?

Malta Companies are active in a wide variety of industries, including Remote Gaming and ICT, Investment Services, Banking and Finance, Shipping and Manufacturing. Contact us today to find out how registering a company in Malta may benefit your business.

What are ‘Holding Companies’?

Dividend Feeder Companies, frequently referred to as Malta Holding Companies, are companies incorporated in Malta to hold shares in other companies. The principal fiscal benefit of such an intermediary holding company derives from the tax refund system which applies to it. This advantageous legal arrangement distinguishes the Maltese taxation system from that of other jurisdictions.

The amount of tax refundable varies according to the nature of the profits due. The most frequently encountered refund is a 6/7ths reduction on any tax due over the interest or profits resulting from trade business. There also exists a 5/7ths refund on the amount of tax due as a result of passive interest and passive royalties, as well as a potential 2/3rds refund of company income tax paid in order to relieve any double taxation between Malta and a foreign jurisdiction.

The refunds may be claimed in the exact same manner whether or not the income arises in Malta

It is worth noting that due to the full imputation system, the refunds mentioned above would not attract further tax in Malta. However, if the refunds are received in other jurisdictions, it is possible that said jurisdiction would impose tax upon them.

Thus, some people choose to create a dividend feeder company in order for such company to receive the refund which may then be retained in Malta and therefore not attract further tax in another jurisdiction. These funds may be retained in the dividend feeder company or re-invested in the subsidiary.

What are the tax advantages of a Maltese company?

Malta’s highly efficient tax regime does not impose any withholding tax on dividends, interest, royalties, discounts and premiums paid to non-residents. Furthermore, as a European Union member state, Malta has adopted the Parent-Subsidiary Directive and the Interests and Royalties Directive.

In addition, various options are available for the elimination of double taxation or the relief therefrom, including an ever-growing vast double taxation treaty network

Maltese corporate taxation is fixed at 35% and Malta is currently the only EU member which allows a full imputation system to completely eliminate the economic double taxation of company profits; thus the tax charged to the company is imputed to the shareholder upon dividend distribution by the company

Since the tax rate of 35% applicable to companies is also the highest tax rate in Malta, shareholders will not suffer any additional tax on the receipt of dividends.  The shareholder may even receive a tax refund if his income falls to be taxed at a lower rate of tax than the 35% tax rate incurred by the company

A system of tax refunds is in place so that upon dividend distribution, depending on the nature of the taxable profit, a 6/7ths, 5/7ths or 2/3rds tax refund of the corporate tax paid by the company, may be paid to the shareholder

The 6/7ths refund is the most commonly-used system of refund and through its application, the effective Malta tax rate on distributed profits is lowered to 5%

Furthermore, Malta’s tax system grants a full participation exemption with respect to dividend income derived from a participating holding and to capital gains derived from the transfer of said holding; a number of anti-abuse conditions must be satisfied before a company may be classified as a participating holding.

Company Registration,
Share Capital &
Fees

Do I need a registered office?

Every Maltese company must have a registered office in Malta. As part of our services, we can provide you with an address at our prestigious Valletta office which service includes mail forwarding by e-mail to your chosen e-mail address.

What is the minimum share capital for a private limited company?

The minimum share capital for a Maltese company is €1,164.69, of which at least 20% must be paid up. The share capital may be held in any denomination so long as it is equivalent to the minimum prescribed amount.

What is the minimum share capital for a public company?

In the case of a public company, the minimum share capital is €46,587.47 of which at least 25% must be paid up.

What are the fees for incorporation charged by the Malta Business Registry?

The fees depend on the amount of the authorised share capital of the company and range from €245 to €2,250.

What can I name my Malta company?

A company may be designated by any name, provided that it is not already used by another commercial partnership, or has already been registered for such use. However, a private company name must end with any of the following: “private limited company”, “limited” or “ltd”, while a public company name must end with either of the following: “public limited company” or “p.l.c.”.

What officials must a company have?

Generally, a private company requires at least one director, one company secretary and two shareholders. Subject to the fulfillment of some conditions, it is possible for a Maltese company to have one shareholder (see the section ‘Shareholders & Directors’).

What documents do I need to incorporate a Malta company?

In addition to due diligence documentation, the following documents are to be presented:

  1. A signed Memorandum & Articles of Association (in original)
  2. A signed BO1 Form (in original)
  3. Certified true copies of the ultimate beneficial owners’ passports

These documents must be signed by the shareholders or a mandatory acting on their behalf and are then filed with the Malta Business Register, together with evidence of a deposit of the minimum share capital in a bank account held in the name of the new company.

Do I have to visit Malta to incorporate a company?

No. We can prepare all the required documentation without your need to visit Malta. You may send any original documentation we may require from you, e.g. the signed Memorandum and Articles of Association, by courier delivery or registered mail.

How long does it take to register a Malta company?

We generally register companies within 72 hours from when we receive all the required documentation.

How do I prove that my Malta company has been registered?

Upon registration of a new company, the Malta Business Registry issues a certificate of registration which includes the company’s name, its registered office, its unique company number and the date of its registration.

Shareholders &
Directors

How many shareholders must there be?

Every company must have at least two shareholders unless it is a private exempt company and its objects specify which activity of the company shall be its main trading activity.

Can a Maltese company have one shareholder only?

It is possible to incorporate a company with one shareholder provided it is registered as a private exempt company.

What is a Private Exempt Company?

Malta’s company law differentiates between a private company and a private exempt company.

A private company has the status of an exempt company when the following are included in its Memorandum or Articles of Association: First, that the number of persons holding debentures of the company is not more than 50. Secondly, that no body corporate is the holder of, or has any interest in, any shares or debentures of the company or is a director of the company, and neither the company nor any of the directors is party to an arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members or debenture holders thereof.

Is it possible for shares to be held by a fiduciary?

It is possible for shares to be held by a licensed fiduciary so that the identity of the beneficial owners is not apparent.

Do I need to disclose information about the company’s beneficial owners?

We will require to know the identities of the beneficial owners of the Company. We will also ask you to provide standard due diligence information and documentation about the beneficial owners, shareholders and directors.

How many directors must a company have?

Every private company must have at least one director and every public company must have at least two directors.

What is the role of a company director?

Each company must have at least one director who manages the company and exercises all the company’s powers except for those which are specifically left for the General Meeting.

How are directors appointed and removed?

The first directors of a company are mentioned in the company’s original memorandum and articles of association of the company. Subsequent directors are normally appointed by ordinary resolution of the general meeting. Directors may either resign or be removed from office by an ordinary resolution of the general meeting.

What information about the shareholders and directors is public?

The Memorandum and Articles of Association of a company, which are publicly available, contain the following information regarding the company’s directors and shareholders: full name and surname, ID card/passport number (or, where this is a company, its registration number) and residential address (or, where this is a company, its registered office.

The Company
Secretary

Do I need a company secretary?

Every Maltese company must have at least one company secretary who is an individual with the requisite knowledge and experience required to discharge the functions of this post.

What does a company secretary do?

The Company Secretary keeps the company registers and files returns and other corporate documentation with the Malta Business Registry. The Company Secretary also ensures that proper notices are given of Board Meetings and General Meetings and keeps the minutes of these meetings.

Can a company secretary also act as a director of the company?

Yes, unless he is the sole director of the company, in which case he can only act as company secretary of the company if it is private exempt.

Do you offer company secretary services?

Yes. Our team has professional and experienced staff members who provide this service to a number of companies.

Company
Operation &
Maintenance

Will the company require an audit?

Each company must file audited financial statements every year. Some of our packages offer accounting and audit services. We offer these services at different rates, depending on the level of activity of your company. Please get in touch with us for more information.

What are Annual Returns and when are they submitted?

Annual returns contain information relating to the company, in particular, as regards the share capital shares holders and officers of the company. They are submitted upon each anniversary of a company’s registration and upon their submission, a fee is paid, which ranged from €85 to €1,400, depending on the company’s authorised share capital.

When are Tax Returns submitted?

Tax returns are submitted by the end of the ninth month following the accounting date, except for companies whose accounting date is between January and June in which case the tax return is submitted by 1 April of the following year.

Do you offer management services?

Yes. Our experienced team can assist you in the local management of your Maltese company. As part of this service, we provide assistance to the company secretary in the keeping of the company’s records and well as filing statutory returns with the Malta Business Registry.

Can you help me find an office?

We regularly refer clients to a highly reputable estate agency which provides our clients with a very personalised service to assist them with finding the property they require.

Do you offer virtual office services?

Yes. Office space in Malta is very cost-effective however for those not wishing to invest in an office just yet, we offer Virtual Office Services which include a registered address at our Valletta office, a dedicated telephone number and a dedicated fax number and a shared secretary. The secretary will answer phone calls received on the dedicated phone line and will collect faxes and forward them by email to an address of your choice. This service is subject to availability.

Do you offer hot-desk facilities?

Although office space in Malta is very cost effective, you might not yet want to invest in an office but would still like a space to work from, from time to time. As part of our services we offer a hot desk facility in our prestigious Valletta office where you would be provided with a workstation with complimentary wi-fi, in a room with not more than three workstations. This service is subject to availability.

Can you help me acquire a Maltese domain?

Yes. Giving your business presence on the internet, a ‘.com.mt’ domain name is a great opportunity to represent your business, both in Malta and internationally. By instructing us to register this ‘.com.mt’ domain name, you will have the opportunity to provide internet users with useful information about your products or services.

A ‘.com.mt’ domain name provides a good opportunity to provide your business with that professional appearance and show the local clients your business’ commitment towards them. Our company offers the service to register your own personal ‘.com.mt’ domain. Furthermore, we even offer you email addresses that match your chosen domain.

Do you offer assistance in Malta trademark registration?

Absolutely. Defined by Maltese Law as any sign capable of being represented graphically which distinguishes goods and services of one undertaking from those of another, a trademark is indeed the crux of your business. A trademark may include words, figurative elements, letters, numerals and the shape of goods and their packaging.

When you register a trademark, you acquire the exclusive property rights on that registered trademark. The law provides protection to this trademark and grants you, as the holder of this trademark, specific rights against infringement. Our team can provide the required prompt and professional help in setting up and filing the trademark application and other various intellectual property services which you, and your business, require.

Do I need a residence permit for my employees?

Individuals who are residing in Malta and who are not Maltese nationals, need to apply for a residence permit. In case of EEA/Swiss nationals, applications can be sent by post if the required documents are authenticated by an authorised professional or a police officer in Malta.

In the case of Third Country Nationals, applications must be submitted in person as per Council Regulation (EC) No 380/2008 of 18 April 2008. It may take several weeks for an application to be processed; thus, it is advisable that applications are submitted as soon as possible and not later than 3 months prior to the expiry of an existing residence permit.

Do I need an employment licence if I am also the shareholder of the company?

In the case where a third country national who is the shareholder/UBO of a Maltese-registered company and who wishes to be employed by the same company, an employment licence is still required. In this case, the company must meet one or more of the below criteria:

  1. Every TCN member must have a fully-paid share capital of at least Eur100,000. This capital must be kept in the corporate account for 2 years following the issue of the work permit.
  2. The company must have a capital expenditure (which must be made up of fixed assets such as immovable property, machinery, etc.) of at least Eur100,000. The capital expenditure must be in line with the business plan which is to be submitted with the application. Receipts made out to the company must also be submitted.
  3. If a branch is going to be registered in Malta, then the particular branch must be the sole representative of an overseas company. The overseas company must have a sound reputation and have been in operation for at least 3 years.
  4. The company is a crucial part of a project which has been approved by the relevant Maltese competent authority.

Can you help me find employees?

We regularly refer clients to a highly reputable recruitment agency which provides clients with a tailor-made service, assisting them to find the right candidates for any vacancies they may have.