Corporate

Company Formation

We have substantial experience in establishing Maltese companies for clients. We help clients with all that is needed to incorporate a holding or a trading company or possibly a group of companies.

We provide full assistance with the drafting of the Memorandum and Articles, registration with the Registry of Companies, the tax registration with the Inland Revenue Department, opening up of the Bank account, and attainment of a VAT number, if necessary. We can also help the Maltese company liaise with the chosen bank in Malta Maltese companies are similar in concept to the English company and hence international clients can have the comfort of dealing with a vehicle which is well known. A Maltese company offers a great amount of flexibility since the directors may be both individuals and corporate entities and may not necessarily be resident in Malta. 

Furthermore the minimum share capital is set at only €1,200 and Malta has no debt to equity ratios, meaning it can be funded by both equity and loans. Formation of a Maltese company is done by the signing of the Memorandum and Articles, which is a private agreement in nature and does not require a public deed done in front of a Notary. Similarly written resolutions signed by all shareholders are acceptable instead of necessarily convening an Annual or Extraordinary General Meeting.

Further information about the basic concepts of a Maltese company please view our factsheet entitled Company Formation in Malta.

Corporate Tax in Malta

Maltese companies offer substantial tax planning opportunities and are nowadays used for a variety of reasons. A Maltese registered company is legally deemed to be resident in Malta and will hence pay corporate tax on its worldwide income. The corporate tax rate in Malta is 35%, however, both resident and non-resident shareholders may apply for a partial refund of the tax paid and thus reducing the tax burden of the structure. Holding companies which satisfy the requirements of a participating holding may also apply the participation exemption and not pay any tax in Malta.

Further information about the taxation of Maltese companies can be found in our factsheet entitled Taxation of Maltese Companies. 

Corporate Services

Advocates Primei has substantial experience with providing Corporate services to clients wishing to set up a company or corporate structure in Malta. We initially assist clients with all the planning related to setting up such a company or structure, especially related to the manner in which the company or structure will be treated for tax purposes. We also take care of all the setting up process, including the incorporation of the company, registration with the relevant tax departments, opening of any bank accounts, and registering any employees of the company. We eventually also assist clients with any other ongoing legal and corporate support which may be necessary to ensure the proper management of  the company.

We can provide clients with such services as confidential or fiduciary shareholding (provided through our licensed Trustee company – Primei Fiduciary Ltd.), Corporate Directorship, Company Secretarial Services, Domiciliaiton of Company (registered office), and back office operations.

After discussing the needs of a particular client, we can devise a retainer arrangement depending on the anticipated operations of the company, so that the client can sufficiently plan the anticipated cost of a Maltese entity or structure. 

In terms of law, we conduct a thorough due diligence exercise on the promoters of a Maltese company and of the beneficial owners and people involved in the management of the company. Malta has a very robust Prevention of Money Laundering and Terrorist Financing (PMLTF) legislation which is fully compliant with the EU’s Money Laundering directives. This high level of regulation provides additional security to any entity dealing with a Maltese registered company. 

Continuation of Companies

Malta offers the possibility for companies, which are formed in another jurisdiction, to move out of such jurisdiction and migrate to Malta. This enables such companies to change domicile and become a Maltese registered company. This is possible if the home jurisdiction of the migrating company allows such migration.

This process ensures that a company wanting to take benefit from having a Maltese residency can migrate to Malta without needing to wind up. This is greatly beneficial as it ensures that the migrating company retains all its assets and liabilities, and also retains all the contractual obligations and relationships which it already had. 

Our people have substantive experience with such migration process and can help clients with all the necessary advise, planning and execution of such migration plan and all the corporate documentation needed to register and continue in Malta. 

For further information about the Re-Domiciliation of Companies to Malta kindly view our fact-sheet entitled ‘Company Redomiciliation to Malta‘.

Mergers & Acquisitions

Advocates Primei has substantial experience in the field of Corporate Restructuring. The firm has assisted various local and international clients who have undertaken Mergers and Acquisitions transactions. We provide a comprehensive support including drafting of all the necessary agreements and documentation, provision of expert advise on the legal and tax consequences of such deals, assistance with filing all necessary documentation with the Registry of Companies, and assistance with any General Meetings or resolutions which may be necessary. We can also assist clients who are considering a possible take over or merger with all the legal due diligence about the entities involved. 

We also provide assistance with any aspect of a corporate restructuring including share issues and loan capitalisations. 

Mergers and acquisitions in Malta are regulated by the Companies Act, 1995 (Chapter 386 of the Laws of Malta).

Liquidations & Insolvency

We have helped various client companies undergo insolvency or winding-up proceedings. We have also given advice to companies and company directors on the most diligent and legal manner to manage a business when the decision has been taken that the company or group of companies will be wound-up and dissolved. This is important so that directors ascertain that their actions are fully compliant with the law and that they will not have any eventual problems relating to any claims of wrongful or fraudulent trading.  

Under Maltese law a liquidator needs to be a Malta based Lawyer or Accountant.  We have acted as liquidators, as well as assisted various liquidators in a number of liquidations. Our support will include the drafting of any necessary resolutions or statutory forms, support with the collection of any receivables due to the company, the ranking of creditors and settlement of their claims, and the distribution of any surplus assets or funds to the shareholders. 

A Maltese company can be dissolved in a variety of ways. The Companies Act provides for either a voluntary or Court liquidations. Shareholders have the option to dissolve a company at any time, however, there are specific instances where a company is in default and hence liquidation may be ordered by the court.