Provisional Registration:

Requirements:-

• Inspection:-

Registration of trading ships of 15 years and over but less than 25 years is subject to a pre-registration inspection carried out by an authorised flag state inspector. The Merchant Shipping Directorate (formerly Malta Maritime Authority) may require such inspection to be carried out in dry-dock. When the Merchant Shipping Directorate (formerly Malta Maritime Authority) allows the inspection to be carried out on registration only a non-operational provisional certificate of registry will be issued.

Ships of 10 years and over but less than 15 years shall be inspected by an official appointed by the Merchant Shipping Directorate (formerly Malta Maritime Authority). This may be carried out prior to the vessel’s registration at owners’ expense or within one month of vessel’s provisional registration at the expense of the Merchant Shipping Directorate (formerly Malta Maritime Authority). In the former case, should the vessel be found in a sub-standard condition, she will not qualify for registration. On the other hand, if the inspection is carried out after registration and found to be unsuitable for registration, the vessel may be deleted without refund of registration fees.

An inspection prior to vessel’s registration is subject to approval by the Merchant Shipping Directorate (formerly Malta Maritime Authority) and will be carried out to determine whether vessel is eligible for registration under Malta flag upon receipt of the following requirements:

• A copy of the Application for Registry should be completed and returned to us.
  • Click here for specimen for Maltese Owning Company
  • Click here for specimen for Foreign Entity
  • Click here for specimen for European Citizen Owner​​
     
• The ship being either in class or in the process of being classed with a recognised classification society; 
• Receipt of an up-to-date class survey status report or, information on the validity or the current statutory certificates including details of any pending recommendations, or otherwise, related to both class and statutory certificates;
• Receipt of an affirmation by the relative class that the ship is in a position to be issued with all the appropriate statutory certificates without recommendations; 
• The receipt of appropriate information on the performance of the ISM managers that are to manage the ship;
• A copy of the IOPP certificate including the supplement showing the phase out date (applicable to tankers).
• The fee for pre-registration inspections, even when allowed to be carried out on registration (which do not include any travelling or other unforeseen expenses) shall be: 

• €500 on vessels less than 24 meters without cargo carrying capacity issued or qualified to, to be issued with a licence or permit to operate in terms of the Commercial Vessels Regulations; 

• €1,500 on non-propelled barges; and on vessels falling under category A.i (v) as provided in the First Schedule (Registration Fees) of the Merchant Shipping Act;

• €3,000 on ships owned or operated by companies that already own or operate 5 or more ships under the Malta flag;

• €5,000 on merchant ships of 500 gross tons and over which do not fall under category 1, 2 or 3 above.

Due to the fact that the Merchant Shipping Directorate (formerly Malta Maritime Authority) has official inspectors in a limited number of ports, it is advisable to inform us of the vessel’s itinerary to enable us to check available ports. Once this is established, then the full address of the vessel’s agents is required in order for the inspector to co-ordinate matters directly with them.
 

The final decision on the seaworthiness or otherwise of the ship will remain at the discretion of the Directorate.

• Evidence of the Vessel’s Seaworthiness:

This is done by means of a fax message from the vessel’s classification society direct to the Merchant Shipping Directorate (formerly Malta Maritime Authority) on email address mershipmalta.tm@transport.gov.mt with a copy to us on maritimeservices@gmint.com. The class should confirm:- 

• Vessel is in class and class notation; 
• Vessel is double hull (applicable to newly built tankers);
• List of statutory certificates issued to the vessel and their respective expiry date; 
• List of any recommendations, exemptions, equivalents, alternatives or any other deviations from requirements that have been approved/accepted by the previous flag or by the recognized organization for and on behalf of the previous flag; and
• Undertaking that they are prepared to survey/audit/verify the vessel and issue the applicable statutory certificates on behalf of the Government of Malta.

The present recognised and authorised Classification Societies by the Maltese authorities are listed below. If the vessel’s classification is not among any of the ones listed below, then this should be changed upon registration.

• American Bureau of Shipping
• Bureau Veritas
• China Classification Society
• Class NK
• Det Norske Veritas
• Germanischer Lloyd
• Korean Register of Shipping
• Lloyd’s Register of Shipping
• Polish Register of Shipping
• RINA
• Russian Maritime Register of Shipping
  
   
• Power of Attorney:-

Power of Attorney, unless authorised through the Memorandum and Articles of Association of the company (if Maltese Company) or through the Declaration of Resident Agent (if Foreign Body Entity).
 

• Application for Registry:- 

Please complete the application form containing information on the vessel.

• Click here for specimen for Maltese Owning Company
• Click here for specimen for Foreign Entity
• Click here for specimen for European Citizen Owner

It is advisable to apply for the reservation of the vessel’s name prior to registration.  The name may be reserved for a period of 3 months upon payment of the relevant fee.  Your request in this regard would be required.

• Copy of the present Anti-fouling Certificate
  

• Encumbrances:
  Please advise whether the vessel is being sold free from encumbrances or otherwise.

• Tonnage Certificate: 
  A copy of the International Tonnage Certificate. 

• ISM CODE:- Document of Compliance and ISM Code Declaration

a) Document of Compliance

A copy of Document of Compliance is needed. 

b) ISM Code Declaration – SOLAS Chapter IX (ISM Code) 

Kindly note that a declaration in accordance to section 1.1.2. of SOLAS Chapter IX, (ISM Code) is required to be filed at MSD (formerly MMA) as per the procedure stated in Technical Notice SLS26.

LRIT conformance test report duly issued by a recognised Authorised Testing Application Service Provider (Testing ASPs). A list of the approved Testing ASPs is found in MSD Notice No.78.

a) Certificate of Insurance or other financial security in respect of Deafarer Repratriation Costs and Liabilities as required under regulation 2.5.2, STANDARD A2.5.2 OF THE MARITIME LABOUR CONVENTION 2006, AS AMENDED
​b) Certificate of Insurance or other financial security in respect of shupowners' Liability as required under regulation 4.2.1 PARAGRAPH 1 (b) OF THE MARITIME LABOUR COVENTION 2006 AS AMENDED

• DMLC application duly completed for the issuance of the DMLC Part I. ​
• In the case of tankers, a copy of the IOPP certificate including the supplement identifying the vessel as Double is required.
• Declaration addressed to the MSD (formerly MMA) duly signed by the new Managers confirming that there is no Halon on-board the vessel.
• Company Security Officer (CSO) notification (Annex 1 of the Technical Notice SLS 10 Rev 1) duly completed. In case a Deputy/Alterate CSO is appointed to assist the CSO the D/CSO notification (Annex 2 of the Technical Notice SLS. 10 Rev. 1) must be completed. 
• Radio Licence:
  A provisional radio licence is issued for a period of six months from the date of provisional registration.  In order to enable us to apply for same we require the AAIC and PSA Code numbers together with the GMDSS Sea Area of Trading (i.e. A1, A2, A3 and A4) and full details of the Emergency Contact Person ashore.  
• Safe Manning Certificate:
  Refer to Information Sheet Number 107.
  The completion of the related application form. This certificate is issued for a period of five years and will be renewed upon receipt of yet another Application Form. This will cease to be valid in the event of any change in equipment, construction or use of the ship which effect the stipulated manning and on closure of registry. 
• Civil Liability Convention (CLC) Certificate:
  The CLC certificate is essential but applies only to Tankers. The blue card, issued by the P & I Club and addressed to the Malta Maritime Authority, is required for the issuance of the CLC Certificate for oil pollution damage.
• Bunker Convention Certificate:
  The Bunker certificate is mandatory for all vessels.  The bunker card, issued by the P & I Club and addressed to the Merchant Shipping Directorate (formerly Malta Maritime Authority), is required for the issuance of the Bunker Convention Certificate.
• Removal of wrecks Liability Certificate:
  Registered owners of seagoing ships, including fishing vessels, private and commercial yachts, of 300 gross tonnage and above are required to maintain an insurance cover or other financial security, such as a guarantee of a bank or similar institution, to cover liability under the Convention. The card, issued by the P&I Club and addressed to the Merchant Shipping Directorate (formerly Malta Maritime Authority), is required for te issuance of certificate of insurance or other financial security in respect of liability for the removal of wrecks. 
• A copy of the belo certificates
• Copy of either (i) the Builder's Certificate (in the case of a new building) or (ii) the Bill of Sale/other document pursuant to which the vessel or share therein was transferred to the applicant for registry, as the case may be.
• Vessel Registration Fees
• Specific Instructions to Register:-

Your final written specific instructions to us are required once all the above requisites are in hand in order that we may proceed and register the vessel under the Malta Flag.

It is important to note that if registration of the vessel takes place prior to delivery, then registration may be declared null and void. In such situations and where mortgages are involved, bankers may request re-registration, thus incurring registration fees all over again.

Upon provisional registration of the vessel under the Malta flag the Merchant Shipping Directorate (formerly Malta Maritime Authority) authorises the vessel’s classification society to issue all certificates on behalf of the Malta Government in order that the necessary surveys may be undertaken.  Furthermore, a non-operational provisional certificate is issued and the following documents are required in order to proceed with the issuance and release of the operational provisional certificate: -

• A copy of the statutory certificates issued on behalf of the Malta Government.
• A copy of the interim Safety Management Certificate under the new name and on behalf of the Malta Government.
• In the case of tankers, a copy of the Blue card is required for the issuance of the CLC Certificate.
• A copy of the International Ship Security Certificate.
• A copy of the Anti-fouling certificate under the new name and on behalf of the Malta Government.
• A copy of the Maritime Labour Convention (MLC) certificate

Within 3 months from provisional registration under the Malta flag, please supply us with a copy of all the previous Continuous Synopsis Records (CSR) issued together with the CSR deletion from the previous flag, in order to enable MSD (formerly MMA) to proceed with the issuance of the new CSR issued on behalf of the Malta Government.  Meanwhile a copy of the CSR forms (2 and 3) are required to be completed and stamped by the master and kept on board the vessel until the new CSR from MSD (formerly MMA) is issued.

Permanent Registration

The Provisional Certificate is valid for a period of six months with a possible maximum extension of another six months on delivery of items 1, 2, and 3 listed below.

The maintenance of registry and the subsequent permanent registration of the vessel is attained by submitting the following documents within the prescribed time allowed (from provisional registration date).

• Deletion Certificate (in original) from last port of registry (within one month). 
• Ship’s Carving and Marking Note (within one month). This is issued by the Merchant Shipping Directorate (formerly Malta Maritime Authority) upon provisional registration and should be endorsed by a recognised surveyor or a Maltese Consul. If the net tonnage on the 1969 International Tonnage Certificate issued on behalf of the Maltese Government (item 5 below) is different from the net tonnage of the previous international tonnage certificate, then a new Ship’s Carving and Marking Note with correct NRT is issued and required (within six months). 
• Bill of Sale (within one month and in original - which has to be dated between the date of formation of the company and the date of vessel’s provisional registration). If the vessel is newly built and her first registry is Malta, then the Deletion Certificate (item 1) and Bill of Sale are replaced by a Builder’s Certificate (in original) made to the order of the Owning Company dated between the date of formation of the company and the date of vessel’s registration (these are required within one month).
• Certificate of Survey (within six months).
• 1969 International Tonnage Certificate issued on behalf of the Malta Government (within six months).
• Confirmation from the vessel’s classification society to the Merchant Shipping Directorate (formerly Malta Maritime Authority) of the vessel’s Statutory Certificates issued on behalf of the Maltese Government, duly valid (upon their issuance).
• Copies of valid ISM Certificates (i.e. Document of Compliance, Safety Management Certificate and International Ship’s Security Certificate) unless these are not already in possession of the Merchant Shipping Directorate (formerly Malta Maritime Authority).
• A valid copy of the Maritime Labour Certificate.
• The return of the Provisional Certificate for the release of the Permanent one. The procedure which is generally followed is for the managers to send an undertaking by fax or telex direct to the Malta Maritime Authority to return the Provisional Certificate within one month of the release of the permanent one; thus the ship will always hold a certificate on board. The original Provisional Certificate should be returned on receipt of the Permanent Certificate. 

Upon receipt of the above documents, we may apply for Permanent registration and a Certificate of Registry is issued to this effect. This Certificate carries a date of expiry which coincides with the annual fees’ due date; thus renewal is effected by payment of annual fees provided all statutory certificates are valid. Therefore it is important for the vessel’s classification society to update the Merchant Shipping Directorate (formerly Malta Maritime Authority) of any extensions, renewals or issuance of certificates at all times.

Although not enforced as one of the requisites for Permanent registration, the vessel is also to submit copies of valid Maltese Ship’s Agreement and List of the Crew for as long as she remains registered under the Malta Flag.

Government (Merchant Shipping Directorate (formerly Malta Maritime Authority)) Fees

Fees Payable upon Provisional Registration:

Table A - VESSEL BASIC REGISTRATION FEE

Table B - VESSEL BASIC ANNUAL FEE

Table C - VSL-INITIAL TONNAGE TAX PER NRT

Table D - VSL-ANNUAL TONNAGE TAX PER NRT

Table E - REDUCTION ON TONNAGE FEES UPON REGISTRATION

Table F - REDUCTION/SURCHARGE ON ANNUAL TONNAGE FEES

TONNAGE TAX AND REDUCTION/SURCHARGE SHALL BE ROUNDED UP TO THE NEAREST WHOLE EURO

A pro-forma invoice is issued upon request

The Individual Investor Programme of the Republic of Malta (IIP), by virtue of Legal Notice 47 of 2014, allows for the granting of citizenship by a certificate of naturalisation to individuals and their families who contribute to the economic and social development of Malta.

Malta’s Individual Investor Programme  is the first programme of its kind to be recognised by the European Commission which has acknowledged that the programme is legal.  The programme is designed to facilitate Maltese Citizenship by Investment to non-Maltese nationals and their dependents.

For a main applicant to be eligible for citizenship under the programme such person must:

1. Be at least eighteen years of age;

2. Propose to make the necessary contribution;

3. Meet the application requirements;

4. Commit to provide proof of residence and title in Malta;

5. Commit to make the necessary investments in stocks, bonds, debentures, etc.;

6. Satisfy any other additional eligibility requirements under the Income Tax Act.

Applications shall be accompanied by the prescribed due diligence and bank charges fees and by originals or certified copies of the following:

1. A certificate from a reputable health system to the satisfaction of Identity Malta that the main applicant and his dependants are not suffering from any contagious disease and that they are otherwise in good health;

2. A police certificate or certificates;

3. Evidence that the main applicant and his dependants are fit and proper persons to hold Maltese citizenship;

4. An undertaking to make the required contribution at the time of submission of the application;

5. An undertaking to purchase or take on lease immovable residential property in Malta;

6. An undertaking to make such other investments in Malta.

Application forms and other accompanying documents shall be completed in English or accompanied by an authenticated English translation.

The main applicant shall, with the exception of the spouse, provide an affidavit of support for each dependant who is over 18 years old.

For further information, you may visit the Government website.

In addition to the above, the minimum eligibility criteria for the applicant and any of his dependants, shall be as follows:

1. A proper background verification of the applicant and his dependants over the age of twelve years;

2. A police certificate issued by the Malta police as well as a police certificate issued by the competent authorities in the country of origin and in the country or countries of residence where the applicant has resided for a period of more than six months during the last ten years, or in exceptional cases where it is proved to the satisfaction of Identity Malta that such a certificate is not obtainable, a sworn affidavit made by the applicant and any dependants, declaring a clean criminal record;

3. The applicant and, or any of his dependants are not individuals indicted before an International Criminal Court or who appeared at any time before an International Criminal Court, whether such persons have been found guilty or otherwise by such Court;

4. The applicant and, or any of his dependants, shall not be persons listed with the International Criminal Police Organization (INTERPOL) at the time of application;

5. The applicant and, or any of his dependants is not, or may not be a potential threat to national security, public policy or public health;

6. The applicant and, or any of his dependants shall not be an individual who, at any time, had pending charges related to crimes of terrorism, money laundering, funding of terrorism, crimes against humanity, war crimes, or crimes that infringe upon such Protection of Human Rights and Fundamental Freedoms as established by the European Convention of Human Rights, or who has been found guilty of any such crimes;

7. The applicant and, or any of his dependants shall not be an individual who has been found guilty or has charges brought against him regarding any of the criminal offences that disturb the good order of the family, which criminal offences include, without limitation, the following:

(i) paedophilia,

(ii) defilement of minors,

(iii) rape,

(iv) violent indecent assault,

(v) inducing persons under age to prostitution, and

(vi) abduction;

8. The applicant and, or any of his dependants shall not be an individual who at any time was found guilty, or, at the time of the application, is being interrogated and suspected, or has criminal charges brought against him for any criminal offence, other than an involuntary offence, punishable with more than one year imprisonment. The applicant shall attach with his application a sworn declaration before a commissioner for oaths, lawyer or notary public that the said information that he has provided is true and correct;

9. Documents required in support of an application:

(i) must be an original document or if not an original, a certified copy; and

(ii) the person certifying the document shall provide the full name, capacity in which the person is acting, residential or business address, telephone number and email address.

An applicant shall not be approved for citizenship under the programme who:

1. Provides false information on his application;

2. Has a criminal record;

3. Is the subject of a criminal investigation;

4. is a potential national security threat to Malta;

5. is, or is likely to be, involved in any activity likely to cause disrepute to Malta; or

6. Has been denied a visa to a country with which Malta has visa-free travel arrangements and has not subsequently obtained a visa to the country that issued the denial.

If despite the above, Identity Malta is satisfied that the applicant is still worthy of being considered for approval due to special circumstances to be demonstrated by the applicant, Identity Malta shall issue a reasoned opinion as to why such applicant should still be considered for approval and shall refer such application to the Minister responsible, who will have the sole authority to grant such approval.

Every application shall be presented to, and examined by, Identity Malta.

Within 90 days of the presentation of an application for citizenship, Identity Malta shall verify that:

(a) the application has been certified as formally correct;

(b) all relevant information provided by the applicant has been verified by one or more independent due diligence agents;

(c) the background of the applicant and his dependants, if applicable, has been verified by one or more independent due diligence agents;

(d) all required due diligence fees, passport fees and bank charges fees as well as a non-refundable payment, towards the contribution has been paid;

(e) the source of all funds have been verified; and

(f) an appropriate risk weighting has been carried out.

Within 30 days from the date of the completion of the verification process, Identity Malta shall carry out any further background checks as deemed necessary, and shall notify the concessionaire and the Approved Agent, if applicable, in writing, as to whether the application has been:

(a) approved in principle;

(b) refused; or

(c) delayed for the cause that it is still being processed.

If an application is approved in principle, Identity Malta shall issue a Letter of Approval in Principle to the main applicant informing him that he must provide:

(a) evidence that the main applicant and dependants are covered by a global health insurance policy and they declare that they are in a position to retain such a policy indefinitely;

(b) a written undertaking to either:

(i) acquire and hold a residential immovable property in Malta having a minimum value of EUR 350,000; or

(ii) take on lease a residential immovable property in Malta for a minimum annual rent of EUR 16,000.

Proof is to be provided within 4 months from the issue of the Letter of Approval in Principle by means of the submission of a contract of purchase or of lease of the said property to Identity Malta.

The property purchased or taken on lease may not be let or sublet but such property shall be retained by the applicant for a period of at least five years from the date of purchase or lease.

The applicant may however be entitled to dispose of the property or terminate the leasehold, provided that he proves to the satisfaction of Identity Malta that he has purchased or taken on lease another residential property in Malta which satisfies the required requisites and commits himself to retain the said property until the expiration of the period of five years.

(c) a written undertaking that he will make such other investments in Malta to an amount of EUR 150,000 amongst others, in stocks, bonds, debentures, special purpose vehicles or other investment vehicles and to retain the said investments for a period of not less than five years.

Proof shall be provided within four months from the issue of the Letter of Approval in Principle.

A personal interview with an applicant shall not be mandatory but may be requested on a case by case basis.

Within five days of the approval in principle the main applicant shall be instructed to remit the contribution less the non-refundable payment already received.

The contribution less the non-refundable payment is to be received within twenty days from such instruction.

Once the contribution less the non-refundable payment is paid and the conditions of the Letter of Approval in Principle, satisfied, Identity Malta will notify the Minister to issue a certificate of naturalisation.

The Minister shall issues a certificate of naturalisation in the name of the applicant within two years but not less than six months from the date of application and subject to a verification that the conditions of the Letter of Approval in Principle have been satisfied.

No certificate of naturalisation under these regulations shall be issued unless the main applicant provides proof that he has been a resident of Malta for a period of at least twelve months preceding the day of the issuing of the certificate of naturalisation.

The certificate of naturalisation shall only become effective and the application for a passport may only proceed after the oath of allegiance has been taken by the applicant.

Dependants

Dependants who are below the age of eighteen shall:

1. Have the forms signed by both parents on their behalf; and

2. In the case where one parent has sole custody of a dependant, or another person has legal guardianship of a dependant, the appropriate legal documentation must be provided to demonstrate that sole custody or guardianship was awarded by a court of law or other relevant authority.

If an applicant makes a false statement or omits information requested, the application may be declined solely on that basis.

Submission of Applications

All applications shall be submitted by the main applicant to Identity Malta either through Approved Agents or the concessionaire.

The Malta Company

A Malta company is a company registered in Malta. 

Malta Holding Companies

A company that intends to operate as a holding company is a company that satisfies certain criteria with respect to its equity stocks. There are no express limitations on the objects, however, to comply with the legal requirements for tax refunds, such a company may effectively limit its scope to the ownership, management and administration of equity holdings in other companies.

These companies are ideal for the management of equity investments of any kind including investment portfolios. A special tax regime exists with respect to ‘participating holdings’ held by a Maltese company in an overseas company.

Qualifying Participation

• a holding of >10% of the equity shares of a company not resident in Malta.

If the shareholding percentage is <10%, its shareholding still qualifies as a participating holding, provided that:

• the Maltese corporate shareholder is entitled (at its option) to purchase or has the right of refusal on a disposal of the balance of the equity shares of the overseas company;
• the Maltese corporate shareholder is entitled to either sit on the Board or appoint a person to sit on the Board;
• the company invests a minimum of one million, one hundred and sixty four thousand six hundred and eighty six Euro and seventy cents €1,164,686.70 or the equivalent sum in a foreign currency;
• the shares are held in the overseas company for the furtherance of its own business.   

An equity holding is a holding of the nominal share capital in a company where the shareholding entitles the shareholder to a right to votes, to profits available for distribution to shareholders and to assets available for distribution on a winding up of that company. A holding of shares held as trading stock for the purpose of a trade does not constitute a participating holding.

The Malta Company

The formalities for dealing with company formation must be handled by a licensed nominee company. Approval is obtained by presenting a formal application to the effect that the company is fully owned by non-resident shareholders and that its objects comply with certain requisites. One copy of the Memorandum is presented to the Malta Financial Services Authority together with the bank deposit slip showing that the paid up share capital of the company has been deposited at the bank, for registration.

The fees payable upon registration by a company to the Registrar are based on the authorised share capital. These vary from a minimum of €349.41 (for companies of up to €4,658.75) to €1,747.03 (for companies having an authorised share capital exceeding €1,153,039.83). Should a company subsequent to registration increase the authorised share capital, it must pay the difference in registration fees.

Malta Holding Companies

The formalities for dealing with company formation must be handled by a licensed nominee company. Approval is obtained by presenting a formal application to the effect that the company is fully owned by non-resident shareholders and that its objects comply with certain requisites. One copy of the Memorandum is presented to the Malta Financial Services Authority together with the bank deposit slip showing that the paid up share capital of the company has been deposited at the bank, for registration.

The fees payable upon registration by a company to the Registrar are based on the authorised share capital. These vary from a minimum of €349.41 (for companies having an authorised share capital of up to €4,658.75) to €1,747.03 (for companies having an authorised share capital exceeding €1,153,039.83). Should a company subsequent to registration increase the authorised share capital, it must pay the difference in registration fees.

The Malta Company

Company name

Three names in order of preference are to be given so that the licensed nominee applies to the Malta Financial Services Authority for approval. This is normally obtained within twenty-four hours.

Principal activities - Objects clause

The company’s main business activity is to be obtained so as to insert same in the objects clause of the Memorandum of the company.

Share capital

The minimum issued share capital of an ITC is the same as that of an onshore company - €1,164.69 expressed in any convertible foreign currency - with a minimum of 20% paid up on incorporation. There is no requirement to convert same to local currency. This is to be deposited in a local bank in a ‘company in formation’ account.

Shareholding

The minimum number of shareholders is normally two, however a single member company may also be registered. A licensed nominee company can act as the registered shareholder(s) so that the identity of the beneficial owner(s) is not disclosed.

Registered Office

Every company registered in Malta must have a registered office in Malta. This is normally at the office of a firm of accountants, lawyers or consultants.

Directors and Secretary

All companies must have at least one director and a secretary. The Board of Directors can be composed of both foreigners or a licensed nominee company. The secretary must be an individual (a director can be a company), but no specific qualification other than general competence is required.

Letters of Reference / Declarations

The licensed nominee is required by law to obtain the following references in respect of each non-resident shareholder and for each director:
 

• at least one status report from a bank or similar financial institution;
• non-resident shareholders must disclose the name and address of their bankers from whom direct confirmation upon their business reputation and status can be obtained by the Central Bank of Malta or by the licensed nominee;
• photocopy of the passport ;
• a short curriculum vitae;
• declaration from all applicants that they have never been:
• convicted of an offence (other than a traffic offence),
• adjudged bankrupt,
• a director, manager or shareholder of a business entity which was subject of an investigation by a governmental, professional or other regulatory body, or which was adjudged bankrupt, compulsorily wound up or has made any compromise with its creditors. 

Applicants must also declare their interest as shareholders or directors in other companies registered in Malta, both onshore and offshore.

Malta Holding Companies

Company name

Three names in order of preference are to be given so that the licensed nominee applies to the Malta Financial Services Authority for approval. This is normally obtained within twenty-four hours.

Principal activities - Objects clause

The company’s main business activity is to be obtained so as to insert same in the objects clause of the Memorandum of the company.

Share capital

The minimum issued share capital is of €1,164.69 expressed in any convertible foreign currency - with a minimum of 20% paid up on incorporation.. This is to be deposited in a local bank in a ‘company in formation’ account.

Shareholding

The minimum number of shareholders is normally two, however a single member company may also be registered. A licensed nominee company can act as the registered shareholder(s) so that the identity of the beneficial owner(s) is not disclosed.

Registered Office

Every company registered in Malta must have a registered office in Malta. This is normally at the office of a firm of accountants, lawyers or consultants.

Directors and Secretary

All companies must have at least one director and a secretary. The Board of Directors can be composed of both foreigners or a licensed nominee company. The secretary must be an individual (a director can be a company), but no specific qualification other than general competence is required.

Letters of Reference / Declarations

The licensed nominee is required by law to obtain the following references in respect of each non-resident shareholder and for each director:
 

• at least one status report from a bank or similar financial institution;
• non-resident shareholders must disclose the name and address of their bankers from whom direct confirmation upon their business reputation and status can be obtained by the Central Bank of Malta or by the licensed nominee;
• photocopy of the passport ;
• a short curriculum vitae;
• declaration from all applicants that they have never been:
• convicted of an offence (other than a traffic offence),
• adjudged bankrupt,
• a director, manager or shareholder of a business entity which was subject of an investigation by a governmental, professional or other regulatory body, or which was adjudged bankrupt, compulsorily wound up or has made any compromise with its creditors. 

Applicants must also declare their interest as shareholders or directors in other companies registered in Malta, both onshore and offshore.

Meetings

Every company must hold a general meeting every year. This is in addition to any other meetings held in that year.

Annual Return

An annual return is to be filed annually by all companies. This is sent to the Registrar of Companies accompanied by a payment depending on the authorised share capital. Fees vary from €163.06 to a maximum of €978.34.

The Malta Company

Company Taxation

Taxation of company

A company must draw up its financial statements in accordance with the provisions of the Companies Act, 1995. Proper books of account have to be maintained; these must give a true and fair view of the state of the Company’s affairs and have to be audited by a Certified Public Accountant and Auditor. The company’s tax charge (which is at 35%) is based upon these accounts.

Taxation of Share Holder in Receipt of a Dividend

Malta’s full imputation system of taxation and the refund of tax provisions contained in the legislation make the ITC a very tax efficient vehicle for non-resident shareholders. Hence, non-resident shareholders are taxed at a flat rate of 35% on the gross amount of all dividends received from the company. However, they can claim a 6/7 refund against their tax liability for the following:
 

• the full Malta Tax at source retained by the company on the distribution of dividends;  

This tax refund is :

• itself not taxable;
• payable by the Inland Revenue not later than the fourteenth day following the end of the month in which the refund becomes due. This refund is paid in the same currency in which the relevant profits were charged to tax. 

Advance Revenue Ruling

One may request an advance ruling on their taxable status. Such a ruling guarantees the tax position of the company for a minimum five year period. Any changes in the tax legislation during this five year period will not become operative before the lapse of two years from the coming into force of the new law. These may be renewed for a further period of five years.

Tax treaties

A Malta Company may take full advantage of the double tax treaties to which Malta is a party and relief from double taxation is available where foreign income is taxed in Malta but has suffered tax in the foreign state.

Presently, Malta has signed twenty-eight tax treaties which include eleven with E.U. member states. Seventeen other treaties are awaiting ratification.

Confidentiality

The transactions and activities of the Malta Company are of a confidential nature and shall be so treated for all purposes, and shall continue to be so treated even after the company has been struck off the register. 

Withholding Tax

Dividends

On paying out dividends, the company withholds tax. This amount is equivalent to the company corporation tax and is fully imputed to the recipient. No further payment is hence due to the Inland Revenue Department.

Interest

There is no withholding tax on interest paid to any person who is a non-resident so long as this does not arise from a permanent establishment in Malta owned by that non-resident.

Royalties

There is no withholding tax on royalties paid to any person who is a non-resident so long as this does not arise from a permanent establishment in Malta owned by that non-resident.

Relief from Death and Donation Duty

There is no Death and Donation Duty on inheritance of shares of Malta Companies as long as these are held by non-residents.

Work Permits

Foreigners (both directors and expatriate staff) are eligible to obtain work permits to live in Malta together with their families.

As regards National Insurance contributions, companies may opt not to pay in respect of foreign employees if they already contribute to a similar national scheme in their mother country.

Foreign employees working for a Maltese company and paid through Malta are taxed at Nil rates for the duration that they are outside Malta so long as these funds are not remitted to Malta. However, salaries received in Malta for the time that they are in Malta are taxed at normal rates.

Malta Holding Companies

Tax of Company

The income received by the Maltese company from its qualifying participation is taxed at the rate of 35% just like all other companies.

Taxation of Shareholder in Receipt of a Dividend

The shareholders of that Maltese company enjoy preferential tax treatment in that when such profits from the qualifying participation are subsequently distributed to a non-resident shareholder, there will be a FULL REPAYMENT of the Malta tax suffered on the income.