Company formation in Malta is governed by the Companies Act (Chapter 386 of the Laws of Malta) and administered by the Malta Business Registry (MBR), with specialised regimes for funds, insurance and wealth vehicles overseen by the Malta Financial Services Authority (MFSA). Most founders use one form, the private limited company, but the jurisdiction offers a full range of vehicles built for holding, trading, fund management, succession and cross border relocation. The structures below are current for 2026.
Which Structure Fits Your Case
Find your situation in the list below. It points you to the right structure, and each one is detailed in full further down.
- You run a cross border trading or services business. The private limited company (Ltd) is almost always the answer, with an effective 5% on trading income through the shareholder refund.
- You are consolidating several operating companies. A Malta holding company, an Ltd or PLC, benefits from the participation exemption and no withholding tax on outbound flows.
- You manage or launch a fund. A SICAV or an incorporated cell company, matched to a UCITS, AIF, NAIF or PIF regime.
- You are structuring family wealth or succession. A private foundation or a trust, both built to hold assets separately from your personal estate.
- You already trade abroad and want an EU base. Redomiciliation moves your existing company into Malta, or a branch registers a presence without a new entity.
- You intend to raise capital publicly or list. The public limited company (PLC).
The Private Limited Company (Ltd)
This is the form the large majority of international founders choose, whether for trading, holding, intellectual property or group structures. It carries limited liability, and a single person can own and run it.
- Members. Minimum 1 shareholder, maximum 50. Individual or corporate, with no nationality or residency requirement.
- Directors and secretary. At least 1 director and a company secretary, who must be an individual.
- Share capital. Minimum authorised capital of €1,164.69, of which at least 20% must be paid up on signing.
- Name. Must end with “Limited” or “Ltd” and restrict the transfer of shares.
Two sub-forms sit under the Ltd. A private exempt company cannot have corporate directors and unlocks lighter obligations. A single member company is a private exempt company with one shareholder, allowed since 2003.
The Public Limited Company (PLC)
The PLC exists for entities that intend to raise capital from the public or list on an exchange. It carries heavier governance in exchange for access to public markets.
- Members. At least 2 shareholders, with no maximum.
- Directors and secretary. A minimum of 2 directors and 1 company secretary.
- Share capital. Minimum authorised and issued capital of €46,587.47, of which at least 25% must be paid up at incorporation.
- Public offers. Shares may be offered to the public only once a prospectus is issued in line with Maltese law.
Choosing Between the Ltd and the PLC
For nearly all cross border and privately held businesses the Ltd is the right vehicle, thanks to its low capital threshold, single member option and simpler administration. The PLC is worth its extra weight only where public fundraising or a listing is genuinely on the table.
- Capital. €1,164.69 for the Ltd against €46,587.47 for the PLC.
- Owners. The Ltd caps members at 50 and restricts share transfers. The PLC has no cap and freely transferable shares.
- Governance. One director suffices for the Ltd. The PLC needs at least two.
- Access to markets. Only the PLC can offer shares or debentures to the public.
Partnerships
Maltese partnerships have their own legal personality, distinct from the partners, and offer pass through treatment that sets them apart from the imputation system used by companies.
General Partnership, En Nom Collectif
Formed by a minimum of 2 partners who are jointly and severally liable for the partnership’s obligations, with unlimited liability. It is constituted by a deed of partnership registered with the MBR, stating the contribution and identification of each partner and the objects of the business.
Limited Partnership, En Commandite
The same base rules apply, with at least one general partner bearing unlimited liability and limited partners liable only up to their contribution. The capital can be divided into shares, and when it is divided into shares and open ended, the partnership is largely governed by the same rules as a SICAV.
Investment and Fund Vehicles
Malta is an established EU fund domicile, and its corporate law provides several vehicles built specifically for collective investment.
SICAV and INVCO
The investment company with variable share capital (SICAV) is the most common fund vehicle, an open ended company whose capital rises and falls with subscriptions and redemptions and which can hold multiple ring fenced sub-funds. The investment company with fixed share capital (INVCO) is its closed ended counterpart, subject to specific rules on the distribution and capitalisation of profits.
Protected and Incorporated Cell Companies
A protected cell company (PCC) is a single legal entity made of a core and statutorily ring fenced cells, where the cells share the entity’s legal personality. An incorporated cell company (ICC) goes further, giving each incorporated cell its own separate legal personality, so a cell can contract and hold assets in its own right. Malta is the only EU member state with legislation covering both.
Two ICC variants exist. A SICAV ICC is licensed and functions as a collective investment scheme. A recognised incorporated cell company (RICC), introduced in 2012, is a pure platform that provides administrative services to its cells and carries out no licensable activity of its own.
Fund Regimes
These regimes are built on the vehicles above, on unit trusts, contractual funds or limited partnerships.
- UCITS. Harmonised EU retail fund, passportable across the single market.
- Alternative Investment Fund (AIF). Non-retail fund under the AIFMD, passportable through the fund manager.
- Notified AIF (NAIF). Not licensed but notified, entered on the MFSA list within 10 working days, managed by a full-scope AIFM.
- Professional Investor Fund (PIF). A lighter touch non-retail regime subject to asset thresholds, favoured by smaller managers.
- Notified PIF (NPIF). The streamlined notification route for PIFs.
- Private Collective Investment Scheme. A private family fund limited to no more than 15 investors, requiring only an MFSA recognition certificate rather than a licence.
European Union Vehicles
Two vehicles created by EU law can be registered in Malta. The European Company (Societas Europaea, SE) is formed as a public limited company from at least two existing companies based in different EU member states, with a minimum subscribed share capital of €120,000. Its defining feature is that it can move its registered office to another member state without dissolving and re-incorporating, and it carries an SE registration number rather than the standard C number. The European Economic Interest Grouping (EEIG) is a cross border cooperation vehicle designed to support the activity of its members rather than to make profit for itself.
Foreign Companies in Malta
A foreign company can establish a presence without incorporating a new entity by registering a branch or overseas company under Part XI, Article 385 of the Companies Act. The branch has no separate legal personality in Malta, so the parent remains liable, and it must file the parent’s constitutional documents and keep accounts for Malta income tax purposes. It suits a foreign business testing the market before committing to full incorporation.
Wealth and Succession Structures
Trust
Governed by the Trusts and Trustees Act (Chapter 331), a Maltese trust has no separate legal personality, since ownership vests in the trustee, but the trust fund stays legally separate from the trustee’s own property and beyond the reach of the trustee’s creditors. A trust can run for up to 125 years, with exceptions for charitable trusts, unit trusts and licensed retirement schemes.
Private and Purpose Foundations
Foundations are governed by the Second Schedule of the Civil Code (Chapter 16). A private foundation is a separate legal person endowed by one or more founders with a minimum endowment of €1,165, used for wealth holding and succession, and it can run for a maximum of 100 years. A purpose foundation uses the same framework but is set up for a lawful purpose rather than for named beneficiaries, can be established for an unlimited term, and public benefit foundations require an endowment of €233.
Association and Cooperative
An association is registered under the same Second Schedule of the Civil Code, requires a minimum of 3 persons, and must appoint a legal representative ordinarily resident in Malta. A cooperative society, governed by the Co-operative Societies Act (Chapter 442), is a member owned model requiring at least 3 founding members.
Securitisation Vehicle
A securitisation vehicle under the Securitisation Act (Chapter 484) isolates and funds specific assets, and can take the form of a company, a cell company, a partnership or a trust depending on the transaction.
Specialised Uses of a Maltese Company
The following are not separate legal forms. They are an Ltd or PLC applied to a purpose or carrying a licence, named here because founders search for them directly.
- Holding company. An Ltd or PLC used to hold shares and assets, benefiting from the participation exemption on qualifying dividends and capital gains and no withholding tax on outbound flows.
- Trading company. An Ltd carrying an effective 5% on trading income through the 6/7ths shareholder refund on the 35% corporate tax paid.
- Shipping company. A company that registers its vessel as a tonnage tax ship and is taxed on the net tonnage of its fleet rather than on its profits. Income from shipping activities is exempt from income tax under the tonnage tax regime, which the European Commission approved for ten years from 2017, and the charge reduces with the age of the vessel and is paid to Transport Malta.
- Gaming company. An Ltd holding a Malta Gaming Authority licence. Formation and licensing are two separate processes.
- Fintech, VFA and crypto company. An Ltd holding the relevant MFSA authorisation under the Virtual Financial Assets framework.
Sole Trader
A sole trader is not a company and is not incorporated at the MBR. There is no separate legal personality, so the individual is personally liable, and registration is limited to tax and VAT. It suits a single operator testing an activity before moving to a limited company.
Redomiciliation to Malta
An existing foreign company does not have to be wound up to move to Malta. Under the Continuation of Companies Regulations it can be redomiciled, continuing as a Maltese company while keeping its legal identity, its trading history and its existing contracts intact. Redomiciliation is available in both directions, into Malta and out of it, provided the other jurisdiction permits continuation and the MBR requirements are met. For a group already trading elsewhere, this is often the cleaner route into the EU, since it moves the company rather than replacing it. We handle the continuation filing, the supporting resolutions and the coordination with the outgoing registry from start to finish.