Setting up a limited company in Malta: step by step

Online formation by natural persons using the Registrar's templates must be completed within five working days, other online formations within ten working days (regulation 9 of S.L. 386.25); changes in beneficial ownership must be notified within fourteen days (regulation 6 of S.L. 386.19); the annual return is due within forty-two days after each anniversary of registration (article 184(2)); a private company's accounts must be approved within ten months of the end of the accounting reference period and filed within a further forty-two days (articles 182–183).

1. Decide the structure before drafting. A private company must, by its memorandum or articles, restrict the right to transfer its shares, limit its members to fifty and prohibit any invitation to the public to subscribe for its shares or debentures (article 209 of Cap. 386). Decide who the shareholders will be and in what proportions, who will sit on the board, who will be company secretary and who will represent the company in signing contracts.

   If there will be only one shareholder, the objects must state which activity is the company's main activity and the business must consist principally of that activity (article 212(1)). A company that later becomes single-member must notify the Registrar within fourteen days (article 212(4)).

2. Choose a name and define the objects. The name of a private company must end with the words "private limited company", "limited" or the abbreviation "ltd." (article 70(2)). The Registrar will refuse a name that is the same as, or so nearly similar to, the name of another commercial partnership that it could create confusion, or one reserved by someone else in the previous three months (article 70(4)). Check the register and reserve the name before you commit to branding, a domain or printed material.

   The objects cannot simply be stated as any lawful purpose or trade in general (article 71). Describe the business you will actually carry on, adding ancillary powers. Remember that a company formed under the Companies Act may still need a separate licence or authorisation for its activity; the certificate of registration does not replace it (article 77).

3. Fix the share capital and pay it up. The authorised share capital of a private company must be at least €1,164.69. Where it equals that minimum, it must be fully subscribed in the memorandum; where it is higher, at least the minimum must be subscribed. At least 20% of the nominal value of each share taken up must be paid up on signing the memorandum (article 72(2)–(3)).

   Shares may be paid for only with assets capable of economic assessment; future personal services or undertakings to perform work cannot count as consideration (article 73). In practice the paid-up capital is deposited in a bank account and the bank or the person forming the company provides proof of the deposit to the Registrar (ověřit current practice of the Registry). Ordinary shares cannot be redeemable (article 72(4)).

4. Draft the memorandum and articles. Article 69 lists what the memorandum must contain: whether the company is private or public, the name and residence of each subscriber, the company's name, its registered office in Malta and its e-mail address, its objects, the share capital and how it is divided, the number of directors with the names of the first directors, the manner in which representation is to be exercised and who holds it, the first company secretary and any fixed duration.

   Articles of association are optional. If you do not register any, or they are silent on a point, the model regulations in the First Schedule to the Act apply (article 75(2)). The subscribers are responsible for ensuring that the articles are correct, complete and compliant with the law (article 76(4)).

5. Appoint directors and the company secretary. Every private company must have at least one director (article 137(2)). A person can be a director only if he has signed the memorandum consenting to act or has delivered a written consent to the Registrar (article 139(1)). Directors must act honestly and in good faith in the best interests of the company and with the care, diligence and skill of a reasonably diligent person (article 136A).

   Every company must also have a company secretary. The sole director cannot be company secretary, and a body corporate may act as secretary only if it is a registered company service provider or exempt from registration (article 138(2)). If the post falls vacant, the directors must fill it within fourteen days (article 138(4)).

6. Prepare the beneficial ownership declaration. Under regulation 3 of S.L. 386.19, a declaration in the form in the First Schedule, signed by one of the proposed directors, must be delivered with the memorandum. For each beneficial owner it states the name, date of birth, nationality, country of residence, the number and type of an official identification document and the nature and extent of the beneficial interest; a certified true copy of each identification document must be attached.

   The Registrar will not register the memorandum until this requirement is satisfied (regulation 3(3)). Beneficial owner has the meaning in the Prevention of Money Laundering and Funding of Terrorism Regulations. A company whose registered shareholders are all natural persons disclosed in the public register, none acting as trustee, is outside the regulations (regulation 2(3)(b)).

7. File with the Registrar and pay the fee. The memorandum and any articles are delivered for registration by a subscriber or an authorised agent; where they are drawn up in a public deed or a private writing enrolled with a notary, an authentic copy is delivered instead (article 76(2)–(3)). Filing may be done electronically, and S.L. 386.25 allows fully online formation with electronic identification.

   The registration fee depends on the authorised capital. Under S.L. 386.03 the paper-format fee is €245 where the capital does not exceed €1,500, with lower rates for electronic filing (ověřit the exact current electronic amount on the Registry's fee schedule). Online formation by natural persons using the Registrar's templates must be completed within five working days, other online formations within ten working days (regulation 9 of S.L. 386.25).

8. Do not trade before the certificate is issued. Persons who carry on business or sign agreements in the name of a company before its certificate of registration is issued, or before the date the certificate indicates, are personally and jointly and severally liable to third parties unless otherwise agreed (article 78(1)). Wait for the certificate before signing leases, supplier contracts or employment contracts in the company's name.

   Once the company exists, open its bank account, register it for tax and, where its turnover requires it, for VAT with the tax authorities, and register as an employer if you will hire staff. These registrations fall under separate legislation and are not completed by the Registry (ověřit current procedure with the Commissioner for Revenue and Jobsplus).

9. Keep up with the yearly obligations. The company must keep proper accounting records (article 163). A private company must lay its annual accounts before the general meeting within ten months after the end of its accounting reference period (article 182(2)(a)), and the directors must deliver them to the Registrar within forty-two days after that period (article 183(1)).

   On each anniversary of registration the company makes an annual return in the form in the Seventh Schedule, signed by a director or the company secretary and filed within forty-two days (article 184). Changes in beneficial ownership or senior managing officials must be notified within fourteen days after they are recorded (regulation 6 of S.L. 386.19). Every default exposes the officers to a penalty and a daily penalty while it continues.

• Signing contracts in the company's name before registration. Article 78 makes the signatories personally and jointly liable until the certificate is issued.
• Objects drafted as any lawful purpose or trade in general. Article 71 forbids it, and the Registrar will not register the memorandum.
• Appointing the sole director as company secretary. Article 138(2)(a) prohibits it; a second person or a registered company service provider must take the role.
• Paying up less than 20% of each share taken up, or paying with promised future services. Articles 72(3) and 73 require real, economically assessable consideration.
• Incomplete beneficial ownership data or missing certified copies of identity documents. The Registrar will not register the company (regulation 3(3) of S.L. 386.19).
• Forgetting the annual return and accounts after the first year. Late filings attract penalties for every day of default on every officer in default.
• Assuming registration is a licence to operate. Regulated activities need separate authorisation, which article 77 expressly preserves.

Analyse my document →Legal guideContract templatesCountry home page

Last updated: 03/11/2026 · Sources: Companies Act (Cap. 386), arts 68–78 (formation, memorandum, name, objects, minimum share capital, registration), Companies Act (Cap. 386), arts 136A–139, 182–184, 209 and 212 (directors, company secretary, accounts, annual return, private and single member companies), S.L. 386.19 Companies Act (Register of Beneficial Owners) Regulations, regs 2, 3 and 6, S.L. 386.25 Companies Act (Use of Digital Tools and Processes) Regulations, reg. 9, legislation.mt, EUR-Lex

Explanations are generated from the official legal text and are indicative; only the full text, which every page links to, is binding. Europaius provides legal information, not legal services.