| Registration of Companies Requirements | Other Company Requirements |
| Wages and Social Contributions | Public Holidays |
Registration of a Company
Requirements prior to registration:
Company Name
The promoters are to supply us with three suggested names in order of preference to enable us to apply to the Registry of Companies for approval. A company name must not be the same or close to a name of another company already in existence.
Main Objects (Principal Activities)
The company’s principal business activity must be stated. This will be incorporated in the Memorandum and Articles of Association of the company.
Share Capital
The minimum issued share capital of an International Trading Company (ITC) is Lm500 (Maltese Liri - five hundred) expressed in any convertible foreign currency. As the conversion rate may vary from time to time, we normally recommend to have the issued share capital above this amount and in round figures - example USD 2,000; GBP 1,000; Euro 2,000 etc.
Shareholding
The minimum number of shareholders is normally two. A member of our staff can hold one share only with no voting rights to satisfy the law. A Licensed Nominee Company (LNC) can act as the registered shareholder(s) so that the identity of the beneficial owner(s) is not disclosed.
Registered Office
Every company registered in Malta must have a registered office in Malta. Unless the company will have its own office / premises, this address will normally at the office of the LNC.
Directors and Company Secretary
Every company must have at least one director and a company secretary. The Board of Directors can be composed of both foreigners and Maltese persons or companies. The secretary must be an individual person.
Applicants must also declare their interest as shareholders or directors in other companies registered in Malta.
Letters of Reference
The LNC is required by law to obtain references in respect of each non-resident beneficial owner / shareholder and for each director / secretary.
Letter form their bankers stating that:
a) the person (including his address) is known to them
b) the person is able to operate a bank account
c) the specimen signature (which must appear on the same letter) belongs to the person.
Letter from a professional person (a lawyer; accountant; notary or similar standing) stating that the person is honest and trustworthy.
Name; address; telephone number and fax number of their bankers where a status report may be asked by the LNC where the shareholder wishes to remain anonymous, or the Central Bank if his name is to appear on the Memorandum of Association.
Photo copy of the passport (page containing photo and details)
A short business curriculum vitae
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Other Company Requirements
Meetings
Every company must hold an annual general meeting in addition to any other meetings held in that year. The agenda for this meeting shall include (i) the approval of the directors’ report (ii) the approval of the auditors’ report (iii) the approval of the financial statements (iv) the appointment of directors (if necessary) (v) the remuneration of the directors (if any) and (vi) the appointment or re-confirmation of the auditor/s.
Accounts
Every company must draw up its financial statements in accordance with the provisions of the Companies Act, 1995. The directors are responsible to keep proper books of accounts and present financial statements to its members. The financial statements have to be audited by a Certified Public Accountant and Auditor.
A copy of the financial statements has to be filed with the MFSA together with the Annual Return. In case of a private company - an abridged version showing the minimum of details has to be filed.
Annual Return
Every company has to file an annual return with the Registrar of Companies together with the appropriate fee. Such fee shall depend on the authorised share capital of the company. Fees vary from a minimum of
Lm70 to a maximum of Lm420.
Other Company Information
Advanced Revenue Ruling
ITCs may request an advanced revenue ruling on their taxable status. Such ruling is guaranteed for a minimum period of five years. Any changes in the tax legislation during these five years will not become operative on the company before the lapse of two years from the coming into force of the legislation.
Taxation
The company rate of tax is 35% on the chargeable profits based on the financial statements.
Dividends
Dividends are distributed out of profits. As Malta enjoys a full imputation system of taxation, no further taxes will be paid by the recipient of the dividend. Non resident beneficial owners of International Trading and Holding Companies will be able to receive refunds arising both from the imputation system and the Income Tax Management Act.
Such refunds make an ITC/IHC an attractive vehicle for tax savings when doing business internationally.
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PUBLIC HOLIDAYS
January 1 - New Year’s Day
February 10 - St. Paul’s Shipwreck
March 19 - St. Joseph
March 31 - Freedom Day (National Day)
Good Friday
May 1 - Workers’ Day
June 7 - "Sette Giugno" ( National Day)
June 29 - St. Peter & St. Paul
August 15 - The Assumption
September 8 - Our Lady of Victories
September 21 - Independence Day (National Day)
December 13 - Republic Day (National Day)
December 25 - Christmas Day
Note: Public holidays falling on a Sunday will be added to the annual holidays
Annual Holidays
Normally every employee is entitled to 4 (four) weeks holidays with full pay.
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National Minimum Wage (2003)
Persons of 18 years and over Lm 53.13
Persons of 17 years Lm 50.22
Persons of 16 years Lm 49.00
National Insurance Contribution (2003)
A standard rate calculated on the basic weekly wage of the employee. Ten percent
(10%) is paid by the employee and ten percent (10%) is paid by the employer. This is the Class ‘C’ contribution.
Other Classes are :
Class
Employees' Share
Employers' Share
‘A’ Persons under the age of 18 years
Lm 2.84
Lm 2.84
‘B’ Persons of 18 years or over /
minimum wage earners
Lm 5.14
Lm 5.14
‘D’ Maximum payment of contribution
Lm 12.73
Lm12.73
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(*) Provided that the person does not receive the minimum wage for a person of 18 years and over, or more.
In such case a Class 'C' contribution is paid.
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