CORPORATE & COMMERCIAL SOLUTIONS

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Malta offers a business-friendly environment for Malta company formation within the EU and Eurozone. Known for its strong financial regulation and commitment to international compliance standards, Malta companies benefit from fast incorporation, typically within three days, no withholding tax on dividends, no stamp duty, and unrestricted profit repatriation.

Ideal for businesses operating in trading, holding, investment, fintech, remote gaming, shipping, and aviation, Malta is a preferred jurisdiction for entrepreneurs and investors seeking a tax-efficient corporate structure.

At Promethean, we provide a comprehensive range of services for Malta company setup, corporate maintenance, and trustee services. Our experienced team can guide you through every stage of the Malta company formation process, helping your business take advantage of Malta’s attractive tax framework and supportive business environment.

Promethean offers the following services

Corporate Compliance and Secretarial

Are you looking for help with corporate compliance and secretarial services?

Promethean assists clients in doing business in and from Malta, providing tailored solutions that support Corporate compliance Malta requirements alongside broader corporate structuring and administration needs.

Malta companies offer practical solutions for group structures, whether investment companies, asset-holding vehicles, international trading entities, aircraft-owning companies, sea vessel ownership structures, captive insurance companies, or small gaming businesses. Malta’s extensive double taxation treaty network and EU-compliant regulatory framework make it a reputable jurisdiction for international business with strong Corporate compliance Malta standards.

Promethean has the commercial and corporate expertise to support clients so they can focus on their strategic priorities and core activities.

Services include:

  • company setup and formation;

  • providing registered office facilities in Malta;

  • corporate governance, risk, and compliance;

  • assistance with licensing procedures and regulatory formalities in Malta;

  • tax consultancy and compliance services;

  • business support and back-office services;

  • bank account opening and administration;

  • company liquidations.

We provide practical and authoritative advice to businesses of all sizes, working with both Malta companies and international companies operating in Malta.

 

Additional services: 

  • Company secretary or directorship services;

  • Trust and fiduciary services;

  • Convening and documenting general meetings;

  • Filing with the Malta Business Registry (including electronic submissions where possible).

Promethean incorporates all types of Malta companies and also assists with international company formation through its network of overseas partners.

We also advise on company law matters, including directors’ duties, statutory compliance, corporate governance, and broader legal obligations related to Corporate compliance Malta and ongoing corporate maintenance.

Are you an unregulated business?

The Corporate practice within Promethean assists clients with the incorporation of Malta companies and ensures full compliance with their obligations under Maltese company law. Our clients range from local businesses to foreign investors seeking to operate in Malta.

We provide legal advice across all aspects of Maltese corporate legislation. Our extensive experience in corporate law consultancy supports clients on matters relating to company incorporation, re-domiciliation of corporate entities, corporate reorganisations, cross-border mergers, and liquidation proceedings.

We also advise companies, directors, and officers on corporate governance, fiduciary duties, compliance obligations, and director and officer liability issues under Maltese company law. In addition, we assist creditors and financially distressed entities with insolvency, bankruptcy, and restructuring processes. Our work also extends to licensable and regulated entities such as funds and credit institutions, ensuring compliance with applicable Maltese company law and financial services regulations.

Beyond incorporation, we support clients with ongoing maintenance through back-office and administrative services. We also advise on international corporate and tax structuring in close cooperation with our international tax practice, ensuring alignment with Maltese company law requirements and broader regulatory obligations.

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Are you looking for help with data protection?

Promethean can guide you through the maze of data protection obligations and provide legal representation before the Information and Data Protection Commissioner and the Data Protection Tribunal, should the need arise, supporting full GDPR compliance Malta requirements.

REGULATION (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation – GDPR) is directly applicable in Malta and forms the foundation of GDPR compliance Malta. It sets out the rights of data subjects (individuals identifiable from personal data) and the obligations of data controllers (individuals or entities determining the purpose and means of processing personal data).

 

The Data Protection Act (Cap 586 of the Laws of Malta) further regulates data protection matters, including the powers of the Commissioner for Information and Data Protection. Subsidiary legislation under the Act addresses specific issues such as the processing of personal data relating to minors.

 

Through our advisory services, we assist clients in interpreting and applying GDPR compliance Malta requirements in practice, ensuring alignment with both EU regulations and Maltese implementing legislation.

The GDPR has a wide-reaching application and defines a clear GDPR territorial scope for data processing activities. It applies to the processing of personal data by a controller established in the EU, regardless of whether the processing itself takes place within or outside the EU.

 

The regulation also extends beyond EU borders under its GDPR territorial scope, covering the processing of personal data of individuals located in the EU where the controller or processor is not established in the EU. This applies where the processing relates to the offering of goods or services to individuals in the EU, or the monitoring of their behaviour within the Union.

If you are a business that processes personal data—whether relating to customers, employees, or suppliers—you should be aware of GDPR data subject rights under the General Data Protection Regulation:

  • The right to be informed: a data controller must inform the data subject at the time of data collection about the purpose of processing, the categories of data used, retention periods, any third-party disclosures, international transfers, and the right to lodge a complaint with the Information and Data Protection Commissioner (IDPC);

  • The right of access: individuals may request and receive a copy of their personal data;

  • The right to rectification and erasure (the “right to be forgotten”);

  • The right to data portability;

  • The right to object to the processing;

  • The right not to be subject to decisions based solely on automated processing, including profiling, where such decisions produce legal effects;

  • The right to lodge a complaint with the IDPC if GDPR data subject rights are infringed.

Promethean can guide your business through the complexities of compliance with GDPR data subject rights, and provide legal representation before the IDPC and the Data Protection Tribunal should the need arise.

It is the responsibility of the data controller to ensure compliance with GDPR data protection principles, meaning that personal data must be:

  • processed lawfully, fairly and in a transparent manner;

  • collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes;

  • adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed;

  • accurate and, where necessary, kept up to date;

  • stored in a form that permits identification of data subjects for no longer than is necessary for the purposes of processing;

  • processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction, or damage, using appropriate technical or organisational measures.

The processing of personal data requires a GDPR legal basis. One such legal basis is the data subject’s consent to the processing of their personal data.

 

Alternatively, processing may be necessary for the performance of a contract to which the data subject is a party, or to enable the data controller to comply with a legal obligation. These lawful grounds form part of the required GDPR legal basis for processing personal data under the regulation.

Understanding GDPR consent requirements is essential when relying on consent as a legal basis for processing personal data. Consent must be freely given, meaning the data subject must have a genuine and voluntary choice without any form of pressure or imbalance.

 

Under GDPR consent requirements, consent must also be specific and informed, with clear information provided about each separate purpose of processing. Data subjects must be informed that they can withdraw consent at any time, and withdrawal must be as easy as giving consent.

 

Consent requests must be granular, with separate opt-in options and clear information for each processing purpose. Pre-ticked boxes, silence, or inactivity do not constitute valid consent under GDPR consent requirements.

Serious infringements of the GDPR may result in significant GDPR fines, which can reach up to €20 million or 4% of a firm’s worldwide annual turnover, whichever is higher.

These GDPR fines are designed to ensure effective enforcement of data protection rules and to encourage full compliance with the regulation.

Promethean’s legal advisory team is experienced in data protection matters and supports clients with data protection compliance Malta requirements across a wide range of business activities.

The firm can audit your operations for data protection compliance Malta, implement appropriate data protection policies, prepare marketing consent forms, and provide employees with practical training to ensure ongoing adherence to applicable obligations. Contact us to find out more.

Are you aware of what Malta Companies Act is?

The Malta Companies Act is largely based on English law and EU directives. It defines the types of Maltese corporate entities and commercial partnerships that may be established, including:

  • A limited liability company;

  • A partnership en nom collectif;

  • A partnership en commandite.

Incorporating a Malta company is an efficient and straightforward process, typically taking between one to three working days from the submission of the required documentation to the Malta Business Registry. At Promethean, we assist clients with all aspects of incorporating a Malta Limited Liability Company in accordance with the Malta Companies Act.

Facts

A Malta company must have at least one director. The director does not need to be a Maltese national and may also be a body corporate.

The minimum authorised share capital is €1,165 (or equivalent in a convertible foreign currency), of which 20% must be paid up.

A Malta company must appoint a company secretary, who must be an individual but need not be a Maltese national.

Different classes of shares may be issued, regulating shareholder rights.

Promethean provides support with the incorporation and ongoing maintenance of Malta companies under the Malta Companies Act, including:

  • Malta company formation;

  • Review of client due diligence documentation;

  • Drafting and advising on Memorandum and Articles of Association tailored to specific circumstances;

  • Assistance with opening a corporate bank account;

  • Submission of the incorporation and KYC documentation;

  • VAT Registration;

  • Registration with the Malta Business Registry and the Malta Tax and Customs Administration;

  • Annual management and administration services:

  • Registered office facilities;

  • Directorship services;

  • Company secretary services.

Are you a European Company?

The European Company (Societas Europaea (SE)) can be an apt legal vehicle to address complex issues encountered by businesses operating across Europe. Regulation (EC) 2157/2001 provides a framework allowing companies incorporated in different Member States to merge or form a holding company or joint subsidiary, while avoiding legal and administrative constraints arising from multiple national legal systems. It also includes provisions on employee involvement, recognising their role within the governance structure of the company.

 

Companies operating in various Member States—often through branches or subsidiaries—can use the European Company SE structure to operate under a unified regulatory framework across the EU, resulting in significant savings in regulatory and compliance costs across jurisdictions. The registered office of a European Company can also be transferred between Member States without liquidation in the country of registration.

 

A European Company SE may also enhance reputational standing, reflecting a stronger and more established corporate presence. Additionally, it allows flexibility between the location of the registered office and operational management. For example, a European Company SE may have its registered office in Malta while conducting business freely throughout the EU.

 

This flexibility can be particularly important for tax residency considerations, as maintaining both a registered office and administrative presence in Malta may support tax residency status and its associated benefits, as outlined in the relevant tax provisions.

Formation

A European Company (SE) may be formed in the following four ways: merger, formation of a holding company, formation of a joint subsidiary, or conversion of a public limited company previously formed under national law. Formation by the union is available only to public limited companies from the different Member States. Construction of an SE holding company is open to public and private limited companies with their registered offices in different Member States or having subsidiaries or branches in the Member States other than their registered office. The formation of a joint subsidiary is available under the same circumstances to any legal entities governed by public or private law.

Minimum Capital

The SE ought to have a minimum capital of €120,000. However, where a Member State requires more significant money for companies exercising certain types of activity, the exact requirement will also apply to an SE with its registered office in that Member State.

Registered Office

The registered office of the SE designated in the statutes must be the place where it has its central administration that is where the true centre of operations lies. Therefore, the SE can quickly transfer its registered office within the EU, dissolving the company in one Member State to form a new one in another Member State.

Statutes

The statutes of the SE must provide, as governing bodies, the general meeting of shareholders and either a management board and a supervisory board (two-tier system) or an administrative board (single-tier system).

Annual Accounts

The SE must draw up annual accounts comprising the balance sheet, the profit and loss statement, the notes to the charges, and an annual report giving a fair view of the company’s business and its financial position; consolidated accounts may also be required.

Taxation

In tax matters, the SE is treated the same as any other multinational, i.e. it is subject to the tax regime of the national legislation applicable to the company and its subsidiaries. Moreover, SEs are subject to taxes and charges in all Member States’ administrative centres. Thus, their tax status is not satisfactory as there is still no adequate harmonization at the European level.

Winding-up

Domestic law primarily governs the wind-up, liquidation, insolvency, and suspension of payments. An SE that transfers its registered office outside the EU must be wound upon application by any person concerned or competent authority.

At Promethean, we assist clients with the establishment of a European Company SE, including guidance on legal and tax implications. We also provide ongoing annual support services required to maintain the structure effectively.

Do you know about Malta Partnerships?

Malta partnerships can be divided into two types of Malta partnerships, namely General Partnerships and Limited Partnerships.

General Partnerships in Malta are formed under the Companies Act 1995 as a partnership en nom collectif, operating under a registered partnership name. A Deed of Partnership is drawn up, setting out the names of the partners, registered office address, business objects, duration, and capital contributions. This deed is then registered with the Malta Business Registry. In a general partnership, partners are jointly and severally liable for all debts and obligations of the partnership.

Limited Partnerships in Malta consist of general partners, who manage the partnership and have unlimited liability, and limited partners, whose liability is restricted to the amount of their capital contribution. These structures are established under the Companies Act 1995 as a Societas en Commandite Simple and follow similar regulatory principles to general partnerships.

At Promethean, we provide guidance on setting up Malta partnerships, including legal and tax considerations relevant to the chosen structure. We also offer ongoing support services for the preparation and maintenance of annual partnership accounts.

Do you know the benefit of branches in Malta?

The provisions of the Malta Companies Act allow companies incorporated or constituted outside Malta to conduct business in or through Malta by establishing a branch or place of business in Malta, commonly referred to as Malta branch registration.

 

This provides a practical alternative for companies that prefer not to set up a separate legal entity, while still operating in or through Malta via an extension of their existing foreign corporate structure. Malta branch registration enables businesses to maintain operational flexibility while benefiting from Malta’s legal and tax framework.

 

Tax advantages available to companies incorporated or tax resident in Malta are generally extended to branches as well. This makes Malta branch registration an attractive option in international tax planning, particularly in light of anti-avoidance regimes such as controlled foreign company rules in other jurisdictions.

 

The Companies Act imposes no specific restrictions on the activities a Malta branch may undertake. Accordingly, a branch may carry out a wide range of operations in or outside Malta, including:

  • Holding of shares in non-resident companies;

  • Holding and leasing of assets;

  • Holding and licensing of intangible assets;

  • Financing activities;

  • Trading activities with persons in Malta or aborad.

A Malta branch of an overseas company is taxed in the same manner as a Malta company, currently subject to tax at 35%, with shareholder refund mechanisms also applying. Malta does not impose a branch remittance tax or similar charge on profits deemed distributed to the head office, making Malta branch registration an efficient structure for international business operations.

At Promethean, we assist clients with Malta branch registration through our integrated legal and tax services, ensuring a seamless setup process. We also provide ongoing support for annual compliance and maintenance obligations relating to the Malta branch structure.

Are you looking for assistance with Mergers and Acquisitions?

The main body of legislation regulating Malta mergers acquisitions is the Companies Act (Chapter 386 of the Laws of Malta), referred to as “the Act”. The framework consists of laws and regulations governing various aspects of Malta mergers acquisitions, including both local and cross-border transactions.

 

The Act regulates the amalgamation of private and public limited companies, either through the formation of a new company or by acquisition, where one company absorbs another.

 

Importantly, only companies may be amalgamated; it is not possible to merge a company with a commercial partnership. A merger by acquisition is the legal process whereby one company acquires another, resulting in the latter ceasing to exist. In such cases, the acquiring company assumes all assets, liabilities, and obligations of the target company, while its shareholders become shareholders of the acquiring company.

A merger by acquisition Malta is the legal process whereby one company acquires another company, resulting in the latter ceasing to exist. In this process, the acquiring company takes over all assets, liabilities, and obligations of the company (or companies) being acquired. The shareholders of the acquired company then become shareholders of the acquiring company, and the target company is effectively dissolved.

 

The acquired company may be dissolved without being wound up in accordance with the provisions of the Act. The dissolution is deemed to take effect once the amalgamation becomes effective.

 

A merger by acquisition Malta becomes effective once the Registrar of Companies at the Malta Business Registry removes the name of the acquired company from the register and issues a new certificate of registration reflecting the merger in favour of the acquiring company.

Before a company can be struck off the Malta Business Registry, specific Malta merger requirements must be satisfied.

 

Both the directors of the acquiring company and the companies being acquired must draw up Draft Terms of Merger in writing. This document must specify key details such as the names and registered offices of the amalgamating companies, as well as the status and distribution of shares in the acquiring company. It must be signed by at least one director and the company secretary of each participating company.

 

An extraordinary resolution of each company must approve the merger by acquisition. This resolution must be passed no earlier than one month and no later than three months after publication of the Draft Terms of Merger.

 

The companies involved must also inform their respective general meetings through a detailed report outlining the legal and economic basis of the Draft Terms of Merger, including any material changes in assets and liabilities.

 

Independent experts, approved by the Registrar, must prepare a written report for shareholders confirming whether the share exchange ratio is fair and reasonable, including the valuation methods used and any difficulties encountered.

 

As part of Malta merger requirements, shareholders have the right to inspect key documents at the registered office at least one month before the general meeting. These documents include:

draft terms of merger;

  • annual accounts;

  • directors’ reports of the amalgamating companies for the preceding three accounting periods;

  • directors’ report relating to the merger;

  • experts’ reports relating to the merger;

  • Accounting statement (where required), prepared as at a date not earlier than the first day of the third month preceding the Draft Terms of Merger, if the latest annual accounts relate to an accounting period ending more than six months before that date;

 
An accounting statement is not required if:

  • the company publishes a half-yearly financial report in line with listing rules under the Financial Markets Act and makes it available to shareholders;

  • all shareholders and holders of voting securities agree to waive this requirement.

  • Notwithstanding the above, interim depreciation, provisions, and material changes in values not reflected in the accounting records must still be considered.

Shareholders are also entitled, upon request and free of charge, to obtain copies of the above documents, including in electronic form. Where these documents are made continuously available on a company’s website for at least one month prior to the general meeting (and until its conclusion), physical availability at the registered office is not required.

The merger of two or more companies comes into effect three months from the date of the last publication of the statement published in the Gazette or on the website maintained by the Registrar. During the three months preceding the effective date of the merger, creditors of any of the merging companies whose debt existed prior to the publication of the Draft Terms of Merger may, by sworn application, object to the merger, stating the grounds for their objection.

Are you looking for domiciliation services?

Malta’s legal system allows companies to continue operating both in Malta and abroad through a process of company continuation Malta. This mechanism enables businesses to move their corporate domicile without undergoing liquidation or interruption of operations.

The Continuation of Companies Regulations (S.L. 386.05) provide the legal framework for company continuation Malta, allowing a foreign company to re-domicile to Malta or, conversely, for a Maltese company to continue its existence in another jurisdiction. This ensures continuity of legal personality while maintaining operational stability.

Foreign companies can establish themselves in Malta by way of company continuation Malta. This process allows a company to continue its existence in Malta without undergoing liquidation in its current jurisdiction of incorporation, ensuring legal and operational continuity.

This form of company continuation Malta applies to foreign entities incorporated under jurisdictions with a corporate structure comparable to the Maltese Companies Act, and where the home jurisdiction also permits continuation. Before submitting an application to the Malta Business Registry, the foreign company must give formal notice to the competent authority in its home jurisdiction and confirm that it is not subject to any ongoing legal proceedings relating to breaches of law.

Once these conditions are satisfied, the foreign company must amend its constitutive documents to reflect the requirements of Maltese law, including any changes necessary for the continuation process such as registered office details.

To complete company continuation Malta, the following documentation must be submitted to the Malta Business Registry:

  • A copy of the revised constitutive document of the foreign company;

  • A resolution (or equivalent) authorising continuation in Malta;

  • A certificate of good standing issued by the foreign competent authority;

  • A declaration signed by at least two directors confirming: the company’s details, the proposed continued name in Malta, jurisdiction of incorporation, date of registration, approval of continuation, confirmation of notice to the foreign authority, and absence of ongoing legal proceedings;

  • A declaration confirming the company’s solvency, signed by at least two directors;

  • A list of the company’s representatives and officers.

Promethean assists clients throughout the entire company continuation Malta process, ensuring that all documentation and requirements for submission to the Malta Business Registry are properly prepared and compliant. We also provide ongoing corporate services to support the effective management of the company once established in Malta.

The Continuation of Companies Regulations allow a Maltese company to continue in a foreign jurisdiction, a process commonly referred to as company continuation Malta. Before initiating this procedure, the company must ensure that it is solvent and confirm that the laws of the foreign jurisdiction permit such continuation.

To proceed with company continuation Malta, the Maltese company must request consent from the Malta Business Registry to continue its existence outside Malta. It must also submit declarations confirming the company’s name and proposed continued name, the details of the competent authority in the foreign jurisdiction, and the intended date of commencement in that jurisdiction.

Where the company carries out licensable activities, prior consent must also be obtained from the relevant Maltese competent authority before proceeding with company continuation Malta. In addition, if the company is listed on a recognised investment exchange, approval from the relevant exchange and the Maltese listing authority is required.

All outstanding obligations, including any unfiled extraordinary resolutions, annual returns, and financial accounts, must be submitted to the Malta Business Registry before approval is granted. Once these requirements are satisfied, the process of company continuation Malta may proceed in accordance with the applicable regulatory framework.

We assist clients throughout the entire process, including the preparation and submission of all documentation required by the Malta Business Registry and other Maltese authorities for continuation abroad, ensuring full compliance at every stage.

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