Last Updated on September 3, 2022

To register a Limited Liability Company

Requirements:

To incorporate a limited liability company in Malta, the following documents are required:

  • Memorandum and articles of association duly signed by the shareholders in accordance with the Maltese Companies Act, 1995.
  • The company’s email address should be included.
  • Certified true copies of all involved parties’ identification documents. In the case of a body corporate as a shareholder, a certificate issued by the relevant company registry containing the company’s name, registered office, and registration number is also required.
  • The Form BO (1) which can be downloaded from our website is also applicable.
  • Bank or professional reference on the shareholders.  In case of a bank reference, it must also be of a character nature. * A warrant holder should provide the professional reference.
  • Police conduct certificate on each director issued not earlier than 7 days from date of filing of the company. The Police Conduct Certificate may be obtained online via https://kondotti.gov.mt/
  • In case the involved parties are natural persons, a certified true copy of the latest utility bill is required to verify their address.

•    A utility bill and the “non-interdicted” director’s declaration are required.

  • A copy of the bank deposit slip indicating that the funds were deposited in a company in-formation account.  The bank can be either a Maltese or a Foreign bank.
  • Directors’ declarations certifying that they are not interdicted, incapacitated, or an undischarged bankrupt; and that they have not been convicted of any crime affecting public trust, theft, fraud, or knowingly receiving property obtained through theft or fraud.
  • Authorization from the owners of the premises on which the proposed registered office will be located allowing the company to use the specified address as its registered office. The declaration should include a sentence as per below:

The owner of the mentioned property is aware that the Registrar of Companies and MBR shall not be held liable for any damages if the registered office is not altered after the termination of the consent. The undersigned is aware that only an officer of the company can alter the registered office.

  • Each proposed director must file a signed Form K (1). This form is available for download on our website under the “Official Registry Forms” section.

Further Suggestion:

Before committing to a name for a company, check whether it is available by using the following link: https://support.mbr.mt/pages/SearchCompanyInformation.aspx.


Questions on how to register different types of businesses

For Partnership EN Nom Collectif:

A Deed of partnership needs to be registered, which deed needs to include:

  • The name of partnership
  • The share capital which is normally listed as ‘Contribution’.
  • The name, residential address and identification document number of partners
  • The registered office in Malta
  • The objects of the partnership
  • The administration and the representation of the partnership
  • The period (if any) fixed for the duration of the partnership

There is no minimum amount of contribution to be paid. 

The cost to register a partnership is the same as that of companies being the minimum EUR 245 for a contribution up to EUR 1500.

The deed must also indicate the status of the partners.  In case the partners are single only their signature is required on the deed of partnership.  Nonetheless, in case of a married partner, spouses’ signature is required in the deed only if the partners are Maltese.  This comes out of the Maltese Civil Code.

In case of a partnership ‘en nom commandite’, the same requirements specified for the partnership en nom collectif apply, with a specification as to which of the partners are general partners and which of them are limited partners. If this specification is not mentioned in the deed of partnership, then the partnership shall be deemed to be a partnership ‘en nom collectif’.

May we kindly ask you to refer to the Companies Act, 1995 – Articles 7 – Article 66.

*The Form BO1 has to be filed where applicable.

We recommend that you contact a company service provider based in Malta for assistance with company incorporation and all other related matters.


For Re-domiciliation of Companies:

The Continuation of Companies Regulations (Legal Notice 344 of 2002 as amended by Legal Notice 352 of 2003 and 181 and 186 of 2006) provides for:

a) the continuation in Malta of a foreign company; and

b) the continuation outside Malta of a company incorporated in Malta.

CONTINUATION OF A FOREIGN COMPANY IN MALTA

A company formed and incorporated or registered under the laws of an approved foreign country, which is similar in nature to a company as known under the laws of Malta, may request the Registrar of Companies to be registered as continued in Malta, provided the laws of the foreign country so permit, and provided the company is authorised to do so by its constitutive documents.

The request to the Registrar of Companies must be accompanied by at least the following documents:

  • The extraordinary resolution or equivalent document of the foreign company authorising it to be registered as being continued in Malta and a certified translation in the English language where appropriate;
  • A copy of the revised constitutive document of the foreign company;
  • A certificate of good standing in respect of the foreign company issued by the foreign competent authority;
  • A declaration signed by at least two directors of the foreign company confirming:
    • the name of the foreign company and the name under which it proposes to be continued;
    • the jurisdiction under which it is incorporated;
    • the date of incorporation;
    • the decision to have the foreign company registered as continuing in Malta;
    • that the foreign company has given formal notice to the competent authority of the foreign country of its intention of continuing in Malta: evidence of such notice should be annexed to the declaration;
    • that no proceedings for breach of the laws of the country or jurisdiction of incorporation have been commenced against such foreign company ;
  • A declaration signed by at least two directors of the company confirming the solvency of the foreign company and that they are not aware of any circumstances which could negatively affect the solvency of the company within a period of twelve months
  • A list of directors of the foreign company as well as the company secretary, if any, or of the persons vested with the administration or the representation of the foreign company;
  • The Forms BO1 and Forms K1 should be submitted;
  • Any other evidence or information which the Registrar may require including clear evidence that the foreign company is allowed to be redomiciled to Malta and that the consent of the creditors was obtained.
  • The registration fee is determined by the company’s authorised share capital.

CONTINUATION OUTSIDE MALTA OF A COMPANY REGISTERED IN MALTA  

A company registered under the Companies Act may, where the laws of an approved foreign country so permit and upon obtaining the consent of the Registrar of Companies, apply to the competent authority of the foreign country to have the company registered as continued as if it had been incorporated under the laws of that foreign country.

The request by the company for the consent of the Registrar to be continued as a company outside Malta must be accompanied by the following documents:

  1. a declaration by at least two directors of the company confirming:
  2. the name of the foreign company and the name under which it proposes to be continued;
  3. the place of proposed registration of the company and the name and address of the competent authority in the foreign country;
  4. the date on which it is proposed to establish domicile in the relevant foreign country.
  5. an extraordinary resolution of the shareholders of the company must be approved and delivered to the Registrar for registration;
  6. the company must deliver to the Registrar for registration a declaration signed by at least two directors of the company confirming:
  7. the solvency of the company and that the directors are not aware of any circumstances which could negatively affect in a material manner the solvency position of the company within a period of twelve months;
  8. that no proceedings for the dissolution of the company, insolvency proceedings, arrangements, compositions, recovery proceedings or any other analogous proceedings have been commenced by or against the company in Malta or elsewhere;
  9. any pledgee of shares in accordance with the Act has given his consent in writing to the intended continuation of the company in another country or jurisdiction;
  10. the company at the time of such request is not in breach of any of its duties or obligations under the Act.
  11. where the company carries on in or from Malta any licensable activity, the company must provide evidence of the consent of the competent authority in Malta for the company to continue in another jurisdiction;
  12. where the company is a public company quoted a recognised investment exchange, the company must provide to the Registrar evidence of the consent of the exchange and of the listing authority  in Malta for the company to continue in another jurisdiction;
  13. any statutory Annual Returns and Accounts, BO Forms which have not been filed, to be submitted for registration
  14. All fees and penalties owed to the Registrar of Companies must be paid in full before filing the aforementioned documents. In addition, the prescribed fee for continuation must be paid. Currently, the fee is 1000 EUR.

For Overseas Companies:

An overseas company is a body corporate which is constituted or incorporated outside Malta. Such a company is required by law to deliver to the Registrar for registration the following documentation, within one month of establishing a branch, or place of business in Malta:

  • an authentic copy of the charter, statutes or memorandum and articles of the oversea company or other instrument constituting or defining the constitution of the oversea company, and, if the instrument is not written in the English or Maltese language, a translation thereof into either of such languages, certified to be a correct translation in such manner as may be prescribed;
  • a list of the directors and company secretary, if any, or of the persons vested with the administration of the oversea company, or a list of the persons vested with the representation of the oversea company. Such lists shall include the following particulars:
    • in the case of an individual, his name, his usual residential address, his nationality and his business occupation.
    • and in the case of a body corporate, its registered or corporate name and registered or principal office; 
  • a return containing the following particulars: To download Form M, please visit https://mbr.mt/promo/official-registry-forms/
    • the name under which the branch or place of business is carrying on its activities where different from the name of the oversea company; 
    • the address of the branch or place of business established in Malta by the oversea company, and where more than one branch or place of business has been established, there shall be indicated the address of the principal branch or place of business; 
    • the activities to be carried out by the branch or place of business established in Malta; 
    • the names and addresses of one or more individuals resident in Malta authorised to represent the oversea company for the activities of the branch or place of business established in Malta; and
    • the extent of the authority of any individual falling within previous subparagraph, including whether that individual is authorised to act alone or jointly with others, and in the latter case, the name of any person with whom he is authorised to act;  
  • unless disclosed by the document specified in paragraph (a), a return containing (i) the  information about the legal form of the oversea company; and (ii) the identity of the register in which the oversea company is registered and the number with which it is so registered.

We recommend that you contact a company service provider based in Malta for assistance with company incorporation and all other related matters.


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