Company Formation in Malta – The Definitive Guide (Malta Limited)

Company Formation in Malta – The Definitive Guide

This is the Ultimate Guide to Company Formation in Malta 2018…

and please let me clarify something at the outset:

This will not deal with half-truths, hypothetical possibilities or questionable tax tricks.

Simply put, it will deal with the current state of affairs, important issues that deserve your attention and mistakes that you should definitely not make.

Sound interesting?

Then let’s begin.

14-Creativity

CHAPTER 1
Why Malta? An Overview of Malta’s Advantages

This Chapter deals with the great question “Why?

Certainly, Malta does not immediately come to mind as a location for forming a company.

And there are good reasons for that.

Just have a look for yourself.

Planet

When I left the financial metropolis of London in 2011 to move to Malta, people were generally astonished.

“Really? What do you want there? Where is Malta anyway?”

What many didn’t know was that I had been dealing with Malta for a while and knew the advantages.

And there it was:

It was exactly the rights decision. Malta is growing and flourishing. In my capacity working at the Law Offices of Dr. Werner & Partner, the pre-conditions could not have been better. The reasons for this are the following advantages, which Malta offers to entrepreneurs and to companies:

Maltese Politics Support Companies Operating in a Cross-Border Framework

Imagine Malta: a small island with lots of limestone and rocky farmland. Agriculture was therefore never particularly bountiful. Rather, for a long time it was shipping that kept the country afloat. Even today, the fishing industry still plays a strong role in Malta’s economy (if not the same central role it used to play which is today occupied by tourism).

But that’s not ideal and never was.

Malta wanted to play a part at the top. It wanted to be a modern and attractive location for companies. All wheels were therefore set into motion. Malta opened itself up and has been an EU-member since 2005 (the relevant advantages of which I will discuss further below).

The focus of the Maltese government has always been promoting companies in Malta, in particular those, led by foreign investors.

When Joseph Muscat became Premier Minister of Malta in 2013, this course was strengthened even further. The Maltese government is constantly creating new incentive for entrepreneurs to form companies in Malta or to relocate their companies here.

This is evident not only in tax policies (which I will discuss momentarily) but, for example, in regard to its support of infrastructure advancement or as regards  the gaming sector.

By the way: Malta is one of only a few countries with a regulatory authority for gaming. Operating out of Malta, online-gaming companies such as Tipico or Pokerstars enjoy unparalleled infrastructure while being courted and nurtured.

The Sun Shines on Malta – High Quality of Life

Malta’s weather in terms of annual averages. Source: Google Rich Cards

You may smile that I would choose to discuss this point first, but for many founders in Malta this fact was also important:

In Malta, there is plenty of sunshine.

In summer, there is practically no rain, and family trips to the seaside are a must. For me, that contributes to a high quality of life.

There’s also the Maltese winter. At the beginning of December, I could still take my three-year-old daughter to enjoy the sun at our favorite beach in Malta. In December!

At this point, however, I should probably clarify the following:

If you don’t like sun, then maybe Malta is not the best place for you to form a company.

English as an Official Language – Easy Foreign Company Formation

Many people don’t know that English is an official language in Malta.

That’s right! Not Maltese (or “Malti” as the language is referred to locally) but English determines correspondence in Malta. This is an enormous advantage for foreigners forming a company.

But why?

Simply put: Living in a country where one does not understand the local language is one thing but successfully navigating bureaucracy in a language that you don’t understand would be impossible. You won’t have that problem in Malta.

Whereas the locals may still converse in their national language of Malti (an interesting mix of Italian and Arabic), nearly everyone speaks English and, in any case, it is used by all public institutions.

The fact that English is spoken is a residual of the English colonial period, which stretched into the 1960’s. Other residual elements include: left-hand traffic, red telephone booths and, most importantly, an obsession with soccer football.

Legal Tax Advantages of Forming a Malta Limited

Here’s the information that you have likely been waiting for:

Malta’s Tax Advantages.

I make a conscious effort not to state these at the start because I believe that one should also be convinced of Malta for other reasons. Malta’s tax advantages can then provide the rest.

The Maltese tax system actually does foresee reimbursing shareholders of a dividend-paying Malta limited (which is the technical term for a Maltese company) 6/7 of paid corporate taxes.

That means the following: Of the 35% corporate tax due in Malta, a shareholder (but not the company per se) gets a large portion back.

Whereas not too long ago this reimbursement was still allotted to investors outside of Malta’s, this regulation was correctly reversed given pressure from the EU-Commission.

Many will now calculate as follows: pay 35%, get 6/7 reimbursed, result: only 5% taxes! But wait!

Whereas this number is posted all over the internet, the fact is that the reimbursement to the shareholder is taxed at normal rates; a detail which is sometimes wrongly concealed from company founders.

In this context, it’s important to note that holding companies registered as Malta Limiteds can profit from the tax reimbursement. This is commonly known as the Malta Holding Model (which is not further discussed in this article).

For these reasons, more and more companies every year are selecting Malta as their corporate and business location, not the least since Malta has achieved greater focus as a result of the disappearance of so-called “tax havens”.

Summary

  • The Maltese government supports entrepreneurship in Malta.
  • Malta is a place to feel good. The sun shines the entire year and the winters are mild.
  • The official language in Malta is English – therefore bureaucratic matters and daily life are easy to manage.
  • Malta offers tax advantages, which however are linked to the fulfillment of certain requirements.

CHAPTER 2
Why a Company in Malta is a Legal Solution

Of course, it must be tax evasion!

That’s what many people think about a Malta Limited.

That, however, is factually wrong.

I want to explain why a Malta Limited is recognized in Germany and other European countries and why this has NOTHING to do with tax evasion.

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CHAPTER 3
Requirements for Forming a Malta Limited

Want to form a company in Malta?

That is not always sensible.

Only where all requirements have been met does it make sense to form a company in Malta.

Here they are: the three most important requirements.

Notes

After discussing the legal framework for forming a company in Malta, here is the next point:

What are the requirements for sensibly forming a company in Malta?

Let’s begin with Point 1.

First Requirement: Creating Value in Malta is of Fundamental Importance

For a tax-advantaged Malta Limited, creation of value must take place in Malta. That means:

  • The services leading to income must be supplied in Malta,
  • In case of any trade with physical goods, these must be shipped from Malta.

Of course, this directly excludes certain groups:

  • Owners of stores outside of Malta cannot create value in Malta.
  • Services providers with permanent establishments in Germany or other EU-countries can also not prove that they are creating value in Malta.

At the same time, this particularly advantages certain groups:

  • Providers of digital services and goods can also offer these from Malta.
  • Companies that do not need to be physically close to their customers can also create value in Malta.

Second Requirement: Your Permanent Business Establishment must be Located in Malta.

Closely tied to the first requirement is the requirement of maintaining a permanent business establishment. In order to profit from a Malta Limited, you must move your place of business to Malta.

That means that your office and your employees must all be located in Malta.

And please pay attention to the following:

Pay special care to dissolve any foreign branch offices. Ultimately, any financial revenue authority will want to collect what it is legitimately owed. When part of your company is located in Germany or another country, the logical consequences is to become taxable there.

Third Requirement: As a Shareholder, You Must Prove Substance in Malta

As a shareholder, you will be required at any time to prove actual substance in Malta, which means:

Move to Malta!

Please trust me in this regard:

Doubts can quickly arise as to the authenticity of a business establishment in Malta, and these are vigorously investigated. To me, therefore, this is the most important point.

Please ask yourself the following question:

If you were a financial revenue agent, would you assume that the shareholder of a Malta Limited who does not live in Malta but has formed a company there has done so because it is in the best interests of the company? Or would you assume that this is an attempt at tax avoidance?

But if by the same token a shareholder moves to Malta, this is an indisputable argument in favor of the fact that the company is being led in Malta, operates in Malta and can prove substance in Malta.

Therefore, anyone who does not want to move to Malta should expect higher costs.

Yet, even where a company operates from Malta, it must still be sufficiently substantiated. German and European tax authorities demand certain minimum requirements be met so that the company will be viewed as duly existing and therefore accepted for tax purposes.

Under current jurisprudence and in my experience, the following points are important (listed according to priority with the most important points first and whereby not all points necessarily need to be fulfilled):

Malta Limited: Moving to Malta has Further Advantages

Moving to Malta not only helps to better answer the question as to substance…

…other strong advantages can result from that decision. Key word: taxation!

Should you receive a dividend from your company in Malta, that dividend will be taxed.

In Germany, for example, the applicable tax rate currently amounts to 25% and is commonly referred to as capital gains tax.

You do not need to pay this both at your place of residence and in Malta. AND:

Capital gains tax has long been a thorn in the side of the German SPD. The demise of capital gains tax in Germany (which in the future shall be taxed as part of income tax) has already been agreed in the current coalition agreement between the CDU-CSU and the SPD.

From my perspective, it is therefore only a matter of time before the capital gains tax disappears entirely, as in the meantime tax transparency has rendered all arguments in favor of it irrelevant.

Therefore, moving to Malta is worth it, but you need to plan exactly and clarify in advance if that even makes sense for you, as emigrating can trigger tax traps in the former country.

Summary

  • An important prerequisite to profiting from Malta is the fact that your company must create value in Malta.
  • It is therefore imperative that the company’s seat, i.e. the place where business decisions are made, is located in Malta.
  • As a shareholder, you must prove substance in Malta. The only sensible way to do so is to move to Malta.

CHAPTER 4
Opening a Bank Account & Dealing with Bureaucracy for a Malta Limited

There is no formation without …

…bureaucracy!

When forming a company in Malta, it will still be necessary to make a few visits to banks and public authorities.

Here, I will show you which ones those are.

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CHAPTER 5
The Maltese Authorities Demand That These Requirements Must Be Fulfilled in Order to Form a Company

There definitely are mir exciting things than dealing with authorities.

But, nevertheless, it’s must.

To satisfy authorities, you have to meet the following 7 requirements.

Document-Folders

The Maltese Financial Revenue Oversight Authority, or simply put the Maltese Financial Authority, expects quite a bit of companies in order to maintain the title of Malta Limited.

Because:

There seven points on the list of requirements that a company in Malta must always and at any time be able to fulfill

Therefore,

read this thoroughly!

(First as an information graphic and below with a detailed explanation of individual points.)

 

1. Proving Physical Offices

Every company in Malta must be able to prove it has physical offices. The restrictions in this regard are however quite loose. At the outset, it is sufficient to state the offices of an attorney or tax advisor. At least one year after formation, however, you should be able to show you have your own offices.

2. Define the Purpose of the Company

You must define the purposes you will be pursuing with the company that is being formed. In this regard, the activities must be described in as detailed a manner as possible. It is highly recommendable to really say what you are planning to do – deviating statements will be recognized and the formation then denied.

3. Minimum Capital for Malta Limited Formation

Similar to a German GmbH, a Malta Limited requires a certain formation capital. In Malta, however, this is considerably lower: 1164 Euro equity capital is require for formation.

4. At Least Two Shareholders, Maximum 50

For a Malta Limited, you need to show at least two shareholders but no more than a maximum of 50 (even though I have personally never seen that). Whereas there is a possibility to install only one shareholder, this must clearly result from the Memorandum of Association and it must be clarified how this will affect the company’s commercial intent – still, it is possible.

5. Director and Company Secretary

For formation, a company must appoint at least one Director and one Company Secretary. The role of the Director is similar to that of a managing director. By the same token, the Company Secretary should not be understood as a classical secretary but rather as an additional instance of control and information with the company tasked with ensuring that everyone is informed of formal processes.

6. Annual Company Meeting

Each company must hold a meeting at least once a year to discuss fundamental issues. A written protocol of the meeting must be maintained.

7. Filing of Tax Return

Naturally, as in any other jurisdiction, a Malta Limited is subject to the duty to file an annual tax return.

Seven duties that must be carefully fulfilled..

SUMMARY
My Opinion of the Malta Limited

So much for theory…

…practice is often complicated!

During my tenure at the Law Offices of Dr. Werner & Partner, I continue to experience amazing situations.

Therefore, please allow me to conclude by providing some final remarks.

Handshake

I’m happy you are interested in Malta, and now you have taken the first step, which is also the most elementary:

getting sufficient information in advance.

Everyone knows that lack of knowledge is not a defense, and certainly unknowingly committing tax evasion in a foreign country because of imprecise company formation is not an issue to be toyed with.

Forming a country in a foreign country is per se a great challenge, in particular when it’s coupled with a move (which, as you know, is something I strongly recommend). From my perspective, therefore, it is impossible to just get up and go without sound and sufficient legal advice.

Maybe you’ve noticed that one point is particularly important to me:

Don’t make any efforts to illegally avoid taxes in Malta. In 2018, that is not possible.

For anyone who is not seeking to do that, I wish you all the best and much success with your business in Malta!

CONCLUSION
Now it’s your turn!

I know. It’s a lot of information!

Much work has been devoted to this Guide, and I hope it was helpful to you.

Was anything perhaps unclear? Or would you like advice and support for forming a company in Malta?

Then please send me a message today.

I’m looking forward to helping you and send sunny greetings from Malta.

Kind regards,

Philipp Sauerborn