Private Limited Company (Ltd)
This is the most common kind of company used by investors in Malta. A limited company will be private if its articles say there can be no more than 50 shareholders, include restrictions on the transfer of shares and prohibit the sale of shares in the markets.
Main features:
Name
The name must end with the word “Limited” or the abbreviation “Ltd”. The company can take any name that is accepted by the Companies’ Register. Generally, the Register will not object to any name as long as it is not being used by another company, is not easily confused with another company and is not offensive or undesirable in any way.
It is possible to ask the Companies Register to reserve the name of a company that is being formed.
We can check whether the company name you want is available or not within 24 hours, provided that there is no confusion with another.
Shareholders
A company generally cannot be formed with fewer than two shareholders, who may be natural or legal persons, but there are no requirements regarding nationality or residence.
Single shareholder companies can be set up, but these are subject to restrictions.
The capital can be held by trustees or nominee shareholders.
Shareholder liability
Shareholder liability is limited to the subscription capital of each shareholder.
Registered office
The company has to have its registered office in Malta, and the Register has to be notified of any changes.
Object
The company formation documents must make mention of its objects and it is not sufficient to say trade or any lawful activity.
Activities requiring licensing
Share capital
Share capital is represented by shares that can be expressed in any convertible currency.
Minimum share capital EUR 1,165 or the equivalent in any other currency. At least 20% of that capital must be paid when the company is formed. The shareholders’ capital contributions can be in cash or other assets that can be pledged. The share capital must be deposited in a bank account in Malta, before the company formation date.
There is no Stamp Duty or Capital Duty on company formation or when shares are issued.
Corporate governance
The company is managed and represented by one or more managers/directors. They must be appointed in the articles of association or appointed (and dismissed) later by shareholder deliberation. If the articles allow it, some of the board responsibilities or duties can be delegated to one or more people appointed as company agents or representatives.
The managers/directors may or may not be shareholders and may or may not be paid. They have powers to conduct all the management and representation acts needed to comply with the company object, pursuant to shareholders deliberations.
The managers/directors do not need to be resident in Malta, although, for many reasons, it is advisable that they do.
Binding the company
The company memorandum and articles establish the rules on how the company is managed, i.e. the number of signatures needed to bind the company and the respective rules.
Under certain conditions, the company can be managed by a legal person.
Board responsibilities
The managers/directors are liable to the company, shareholders and third parties for losses caused by acts or omissions that deliberately breach their legal or contractual duties.
The managers/directors are liable to company creditors when the company assets are insufficient to cover respective credits and when this is as a result of a breach of their legal or contractual duties.
The managers/directors are personally and severally liable.
The managers/directors are jointly and severally liable for the company’s tax debts, when company assets for which they are responsible are insufficient to cover those debts or when they are unable to prove they are not responsible for the non-payment of the tax debts.
Supervision
A statutory auditor must be appointed and must be a Maltese resident.
Company secretary
The company has to appoint a secretary, who must be a natural person of any nationality. The secretary cannot be the sole manager/ director, under any circumstances.
The law does not require the Secretary to be a Maltese resident, but it is advisable, given their duties and responsibilities.
The secretary is responsible for maintaining:
- The minutes of company general meetings;
- The minutes of company board meetings;
- Registering partners or shareholders;
- Registering bonds/debentures; and
- Keeping all other records required by the company’s board of directors.
