Holding Companies in Malta are regulated by the Registry of Companies (the “RoC”), The Companies Act, Chapter 386 of the laws of Malta. They are structured as a Limited Liability Company.
They follow the Maltese Governing Law and Jurisdiction.
Regulatory Requirements for Holding Companies in Malta
1. Director(s) – at least one (1), can be a foreign national;
2. Company Secretary – at least one (1), can be a foreign national;
3. Accountants – The function can be outsourced; and
4. Auditors – Local auditors
Disclosure of Information to Public
On the RoC website, the following information will be disclosed and available publicly:
1. Details of the director(s);
2. Details of the shareholder(s) (not of the ultimate beneficial owners (the “UBOs”));
3. Details of the Company Secretary;
4. Details of the Auditors;
5. Details as to the authorised and issued share capital of the holding company; and
6. Audited financial statements and the annual return
1. Memorandum & Articles of Association;
2. Certified passport copy and utility bill copy of the shareholder(s), UBOs and director(s) of the holding company;
3. Document confirming the proposed registered office address;
4. Resolution of Board of Directors or Shareholders approving the incorporation, appointment of authorised signatories, directors, secretary (if any), adoption of articles of association and appointment of person who can sign the Memorandum & Articles of Association;
5. Copy of Memorandum & Articles of Association and extract from the registry portal in the case that the shareholder(s) is a body corporate.
6. Proof of transfer the issued share capital;
7. Form BO – This form declares who the ultimate beneficial owners of the holding company will be. This only needs to be submitted if the shareholder(s) of the holding company are not individuals but are body corporates
8. Bank/Professional Reference letter for any shareholder(s),and directors(s) who are non-EU nationals;
9. Proof of payment of RoC fee;
Timeline for Incorporation
The approval process requires providing the above Documents to RoC in hard copies. After that, four (4) to seven (7) working days for the holding company to be registered with the RoC.
Minimum Share Capital and Fees
The Minimum Share capital for Holding Company in Malta is EUR 1,200.
The registration fee varies depending on the desired authorised share capital of the holding company: The minimum registration fee for an authorised share capital not exceeding EUR 1,500 is EUR 245. Meanwhile, the maximum registration fee for an authorised share capital of over EUR 2,500,000 is EUR 2,250.
On the other hand, the annual return fee varies depending on the desired authorised share capital of the holding company: the minimum annual return fee for an authorised share capital not exceeding EUR 1,500 is EUR 100. Meanwhile, the maximum annual return fee for an authorised share capital not exceeding EUR 2,500,000 is EUR 1,400.
A holding company in Malta is subject to tax on income less deductible expenses at the corporate income tax rate of 35%. Upon receipt of a dividend, the shareholders of the holding company would be eligible to claim a refund of all or part of the tax paid, depending on the type and source of income received in line with one of the below refunds:
· 100% of the Malta tax paid –in the case where income or gains are derived from an investment which qualifies as a participating holding and in the case of dividend income, where such participating holding falls within the safe harbours or satisfies the anti-abuse provisions; or
· 5/7ths of the Malta tax paid –in the case where the income received by the holding company is passive interest or royalties or income from a participating holding which does not fall within the safe harbours or satisfy the anti-abuse provisions; or
· 2/3rds of the Malta tax paid –where income has benefited from double taxation relief; or
· 6/7ths of the Malta tax paid –in all other cases.
Please note that this information does not constitute tax advice.
Every company incorporated in Malta is required to prepare a set of audited financial statements every year and file them at the RoC. These statements must include the Balance Sheet.
It should follow the Default Standard – International Financial Reporting Standards (IFRSs). Certain companies that do not exceed certain thresholds can also have their financial statements prepared in accordance with General Accounting Principles for Small Entities (GAPSE). There is no specific requirement to open a bank account in Malta.
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