Requirements to Register a Company in Malta

Company formation in Malta runs through the Companies Act (Chapter 386 of the Laws of Malta) and is administered by the Malta Business Registry (MBR). Partnerships fall under Articles 7 to 66, overseas companies under Article 385, and beneficial ownership under Subsidiary Legislation 386.19. The requirements below are current for 2026 and apply differently by structure.

Requirements by Structure

Structure	Minimum members	Minimum directors	Minimum capital	Separate legal personality
Private Limited Company (Ltd)	1 shareholder (max 50)	1	€1,164.69, 20% paid up	Yes
Public Limited Company (PLC)	2 shareholders	2	€46,587.47, 25% paid up	Yes
General Partnership (En Nom Collectif)	2 partners	Managed by partners	Set by deed, no statutory minimum	Yes
Limited Partnership (En Commandite)	2 partners, at least 1 general	Managed by general partners	Set by deed, no statutory minimum	Yes
Branch (Overseas Company)	Parent company	Parent representatives	None	No, extension of the parent
European Company (SE)	Per SE Regulation	Per statute	€120,000	Yes

Requirements Common to Every Company

• Registered office in Malta. Every company must maintain a registered address situated in Malta.
• Company name. Must be unique, not identical or confusingly similar to an existing name. It can be reserved with the MBR for three months.
• Memorandum and Articles of Association. Signed by the shareholders, stating the company name, the subscribers and their official identification, whether the company is private or public, the registered office, the objects, the authorised, issued and paid up share capital, and the particulars of the directors and company secretary.
• Certificate of Registration. The company comes into existence only once the MBR issues this certificate.
• Beneficial ownership disclosure. Filed at incorporation and kept current thereafter.
• Due diligence pack. Completed on all officers and owners before registration.

Private Limited Liability Company (Ltd)

The vehicle used by the large majority of international founders.

• Shareholders. Minimum 1, maximum 50. Individual or corporate. No nationality or residency requirement. Single member companies have been allowed since 2003.
• Directors. Minimum 1, individual or corporate. No formal residency requirement, though a Malta resident director is advisable for tax substance. A private exempt company, including a single member company, cannot have corporate directors.
• Company secretary. Mandatory. Must be an individual, not a corporate body. The sole director may also act as company secretary only where the company is a private exempt company.
• Share capital. Legal minimum authorised capital €1,164.69, of which at least 20% of the nominal value of each share taken up must be paid up on signing, which is €232.94 at the minimum. If the capital is exactly at the minimum it must be fully subscribed in the memorandum.
• Name ending. Must end with “Limited” or “Ltd”.
• Share transfer restriction. A private company must restrict the right to transfer shares, prohibit any public invitation to subscribe, and limit members to 50.

Public Limited Liability Company (PLC)

For entities intending to raise capital publicly or list.

• Share capital. Minimum authorised and issued capital €46,587.47, of which at least 25% must be paid up at incorporation.
• Shareholders. At least 2, no maximum.
• Directors and secretary. Minimum 2 directors and 1 company secretary.
• Name ending. Must end with “Public Limited Company” or “p.l.c.”.
• Prospectus. Where shares are offered to the public, a prospectus must be issued in accordance with Maltese law.
• Annual General Meeting. A PLC must hold an AGM.

General Partnership (Partnership En Nom Collectif)

• Partners. Minimum 2. All partners are jointly and severally liable for the partnership’s obligations, with unlimited liability.
• Deed of partnership. Registered with the MBR, stating the name of the partnership, the contribution of each partner, the name, residential address and identification of each partner, the objects of the partnership, and its duration if fixed.
• Registration fee. Charged on the contribution. No bank deposit slip is required.
• Accounts. Exempt from audited accounts, but proper books of account must be kept.

Limited Partnership (Partnership En Commandite)

• Same requirements as the general partnership, with one addition. The deed must specify which partners are general partners and which are limited partners. If not specified, the partnership is deemed en nom collectif.
• Liability. At least one general partner bears unlimited liability, while limited partners’ liability is restricted to their contribution.

Branch or Overseas Company

For a foreign company opening a place of business in Malta without incorporating a separate entity, under Article 385.

• Registration with the MBR as an overseas company, filing documentation on the parent and its local representatives.
• Documents via Form M. The name under which the branch operates if different from the parent, the address of the branch in Malta, a certified copy of the parent’s charter, statutes or Memorandum and Articles, and a list of the directors and company secretary or persons vested with administration, together with the persons authorised to represent the overseas company, with a certified English translation where needed.
• No separate legal personality. A branch is not incorporated in Malta and is therefore not required to file beneficial ownership details in Malta. The parent’s home country obligations apply.
• Accounts. The branch must prepare accounts for Malta income tax purposes and submit the parent company’s accounts to the Registrar.

Due Diligence and Documents

Required for all directors, shareholders, beneficial owners and the company secretary before incorporation.

• Certified true copies of identification documents for all involved parties. For non EU and non EEA parties, apostilled passport copies and proof of address.
• Proof of residential address.
• Bank or professional reference on the shareholders, of a character nature. A warrant holder must provide the professional reference.
• For a corporate shareholder, a certificate from the relevant registry with the company’s name, registered office and registration number.
• Form BO(1), disclosure of beneficial owners, and Form K(1), consent of director and confirmation that the director is not disqualified.
• Signed Memorandum and Articles of Association and the company email address.

Beneficial Ownership

• Threshold. A beneficial owner is any natural person who ultimately owns or controls the company through direct or indirect ownership of 25% plus one share or more, or through control.
• Changes. Any change to beneficial ownership must be notified to the MBR within 14 days, or the company and its officers become liable to penalties.
• Annual confirmation. An annual return on each anniversary of registration must confirm the beneficial ownership details, or declare the change.
• Exception. Where all direct shareholders are natural persons, the shareholder information filed with the MBR is considered sufficient.
• Register access. Following the November 2022 CJEU ruling, public access is restricted to obliged entities, competent authorities, and persons demonstrating a legitimate interest. Legal Notice 127 of 2025, in force 10 July 2025, broadened coverage and extended obligations to private trustees.

Registrations After Incorporation

• Corporate tax registration and Tax Identification Number with the Commissioner for Revenue.
• VAT registration where the activity requires it.
• Employer (PE) number if hiring staff.
• Corporate bank account. Not legally required to incorporate, but needed in practice. We treat it as a separate track, since it runs slower than incorporation.

Substance Requirements

To secure Maltese tax residence and treaty access, and to avoid shell classification under OECD guidance and the EU Anti-Tax Avoidance Directive.

• Directors’ and shareholders’ meetings held in Malta and documented through minutes and resolutions.
• Key management and strategic decisions made in Malta by resident directors.
• A local bank account, and a physical presence such as office space or local employees where relevant.
• Proper accounting records covering all money received and spent, assets and liabilities.

Ongoing Annual Obligations

• Annual Return to the MBR. Filed within 42 days of the date to which it is made up, signed by a director or the company secretary. The fee is calculated on the authorised share capital.
• Audited financial statements filed annually, prepared by a licensed Maltese auditor. This applies to companies. Partnerships and branches differ as noted above.
• Corporate income tax return and supporting schedules to the Commissioner for Revenue.
• VAT returns filed quarterly where VAT registered, including nil returns.
• Beneficial ownership annual confirmation and 14 day change notifications.

Other Recognised Forms

• European Company (SE). An EU law vehicle registrable in Malta, with minimum subscribed capital of €120,000 under the EU SE Regulation.
• Sole Trader. No separate legal personality and no MBR incorporation. Registers for tax and VAT only.
• Cooperative Society. Minimum 3 founding members under the Co-operative Societies Act, Chapter 442.
• Foundations and associations. Registered under the Second Schedule of the Civil Code. Associations require a minimum of three persons and a legal representative ordinarily resident in Malta.

This page sets out statutory requirements and does not constitute legal or tax advice. Your personal tax position depends on where you live and your domicile, and sits with a qualified adviser in your own jurisdiction. We handle the incorporation, the filings and the compliance, and we can coordinate that review as part of onboarding.