Company Formation in Malta

Setting up and maintaining a holding company in Malta with Fiduscorp costs from €5,200 in year 1 (set-up, due diligence, first-year services and Registry fee) and from €2,885 a year from year 2, plus the statutory audit by an independent auditor. A private limited company needs authorised share capital of at least €1,164.69 (in practice €1,200, of which 20% or €240 paid up), one shareholder, one director, a company secretary and a Malta registered office, and is registered with the Malta Business Registry (MBR) under the Companies Act (Cap. 386). Once all the necessary documentation is in place, allow 1-2 working days to have it registered; bank onboarding runs separately.

Summary

• What it is: a Malta private limited liability company (Ltd), Cap. 386.

• Fiduscorp fixed price: set-up €2,300 (incorporation with standard M&A €1,500, tax registration and classification €300, due diligence €500 per shareholder, ultimate beneficial owner or director); annual package €2,800 (company secretary, registered office, and corporate management covering compliance, accounting and tax return).

• Statutory cost: MBR registration from €100; paid-up capital €240.

• Tax: 35% headline; shareholder refunds reduce the effective Malta tax to 5% on trading profits (Cap. 372, Art. 48(4A)).

• Timeline: 1-3 days for Certificate of Registration; bank or EMI account 1-6 weeks in parallel.

• Who may form it: MFSA-authorised CSPs (Company Service Providers Act, Cap. 529), like Fiduscorp Ltd.

Key facts at a glance

Entity types - and why most founders choose the Ltd

The private limited company is the default vehicle for trading, holding and IP structures. The alternatives under Cap. 386 are: the public limited company (minimum share capital €46,600 of which 25% paid-up, needed for capital markets), the partnership en nom collectif (unlimited liability), the partnership en commandite, and a branch of an overseas company. A sole trader has no separate legal personality.

Step-by-step: how to form a company in Malta

1. Introductory call with Fiduscorp as a licensed CSP (day 0). Formation services may only be provided by an MFSA-authorised CSP under Cap. 529.

2. Instruct Fiduscorp to form the structure (day 1). Type (holding, operating/trading, licensed, other), name (must end in "Limited" or "Ltd"), objects, shareholders, directors, secretary, beneficial owners, authorised capital. Many founders set authorised capital at €1,200, above which the MBR fee rises accordingly.

3. Due diligence (1-5 days). Identification and verification of the Shareholders and Ultimate Beneficial Owners, under S.L. 373.01. This is usually the longest step.

4. Draft the Memorandum and Articles (1 day; longer for bespoke M&As).

5. Deposit the share capital - at least €240.

6. File with the MBR the M&A and related forms and fee. MBR typically issues the Certificate of Registration within 1 working day of a complete filing (Cap. 386, Art. 70).

7. Register for tax and VAT. Income tax registration with the Commissioner for Tax and Customs; VAT under Cap. 406 where applicable; PE number and FSS if employing.

8. Open the operating account and set up the necessary substance – we will guide you on the necessary substance and banking depending on your planned activities.

Full cost breakdown

MBR registration fee (by authorised share capital)

All-in cost with Fiduscorp - year 1 vs year 2

Worked example: holding company, one individual acting as shareholder, ultimate beneficial owner and director, €1,200 authorised capital, few simple transactions a year.

The price of an operating / trading company or tax structure is higher by around 3 times, depending also on transaction volumes and complexity. See the 2026 cost breakdown for every item.

Tax: the 35% rate and the shareholder refund

A Maltese company pays 35% on its taxable profits (Income Tax Act, Cap. 123). When it distributes a dividend, the shareholder claims a refund of part of that tax under the Income Tax Management Act (Cap. 372, Art. 48(4A)). The fraction depends on the income:

Alternatively, qualifying dividends and gains from a participating holding are exempt outright (Cap. 123, Art. 12(1)(u)). In cases where income is from qualifying IPs, tax deduction of up to 95% on net qualifying income, resulting in an effective corporate tax rate of 1.75% (Cap. 123, 14(1)(p)).

Limits: home-country CFC rules may tax the Maltese profit regardless of the refund and thus careful analysis is to be done at planning stage; Maltese-resident shareholders are treated differently; groups with €750m+ consolidated revenue fall within Pillar Two (Malta has deferred the IIR and UTPR under Art. 50 of Council Directive (EU) 2022/2523, but the parent's jurisdiction may still top up).

Tax: the 5% rate using Tax Consolidation

Under Malta's Consolidated Group (Income Tax) Rules (Cap 123, Subsidiary Legislation 123.189) corporate groups can form a Tax Unit to bypass the traditional tax refund process and pay an immediate net effective tax rate of 5%, this resulting in a cash-flow benefit. See Malta Tax Consolidation vs Tax Refund.

Limits: home-country CFC rules may tax the Maltese profit regardless of the refund and thus careful analysis is to be done at planning stage; Maltese-resident shareholders are treated differently; groups with €750m+ consolidated revenue fall within Pillar Two (Malta has deferred the IIR and UTPR under Art. 50 of Council Directive (EU) 2022/2523, but the parent's jurisdiction may still top up).

Banking: the step that may take longest

Account opening is separate from incorporation and usually takes 1-6 weeks. Banks look for a clear business model, Malta connection and source-of-funds. Electronic money institutions (EMIs) onboard faster and are widely used for early operations. At Fiduscorp we plan for this process before and work in parallel with formation, not after. See Business Bank Account Opening.

Substance and tax residence

Malta has no stand-alone economic substance statute for ordinary companies of the kind used in zero-tax jurisdictions. Substance matters because: (1) a company incorporated in Malta is resident, but treaty access and home-country rules look at where it is effectively managed; (2) the EU Anti-Tax Avoidance Directive rules (S.L. 123.187) and treaty anti-abuse clauses apply; (3) the shareholder's home CFC rules test real activity in Malta. In practice: at least one Malta-resident director with real decision-making, board meetings held in Malta, and staff and premises proportionate to the business. See Business Substance.

VAT registration

There is no general turnover threshold for standard VAT registration in Malta. A person making taxable supplies in Malta registers under Art. 10 of the VAT Act (Cap. 406), with input VAT recovery and quarterly returns. Small undertakings below the Art. 11 thresholds may register under Art. 11 instead (exempt without credit, annual declaration). A company with no Art. 10 obligation but making intra-EU acquisitions or receiving reverse-charge services registers under Art. 12. Rates: 18% standard; 12%, 7%, 5% reduced; 0% on intra-EU supplies and exports.

Malta vs Ireland, Cyprus and Estonia (2026)

Malta's advantage is lowest for large groups (Pillar Two) and greatest for SME and mid-market trading companies with non-resident shareholders.

Ongoing obligations after incorporation

• Annual return to the MBR within 42 days of the registration anniversary (Cap. 386, Art. 183).

• Audited financial statements under GAPSME or IFRS, filed with the MBR (Cap. 386, Arts. 167-185).

• Income tax return, generally by the ninth month after year end (Cap. 372).

• VAT returns, quarterly for Art. 10 registrations (Cap. 406).

• Beneficial ownership changes notified within 14 days (S.L. 386.19).

• Directors, Registered office and Company secretary.

Common pitfalls

1. Treating 5% as automatic. It depends on income type, shareholder profile and home-country rules. Model it before incorporating.

2. Planning for 2 weeks and forgetting the bank. Banking often takes longer than formation.

3. Paper-only substance. Retro-fitting a Malta director and real decision-making after a tax enquiry is harder than building it in.

4. Licensed or regulated activity. Financial services, e-money and crypto need MFSA and Gaming needs MGA licenses, and the company structure must suit the requirements of the regulator.

5. Ignoring the refund cash-flow gap. The company does not plan the cash-flow related to the full 35% tax payment and the 6/7th refund back on dividend distribution.

Why use Fiduscorp

Fiduscorp Limited (C 84645) holds MFSA CSP licence FCOR-CCCSP-14100 and provides corporate formation, directorship, company secretary, registered office, accounting, tax and compliance services from Malta. We take pride in understanding your needs and then building the needed system around you, ranging from simple holding companies to more complex operating licensed and regulated ones. You will be speaking directly with the owner and not just to sales and marketing, thus ensuring a diligent and quick approach.

Next step

Send a brief description of the proposed activity and your availability and we will fix a time to go through it, following which a detailed quote will be provided.

Frequently asked questions

How long does it take to set up a company in Malta?

Allow 1 to 3 working days from finalised submission to the Registry to Certificate of Registration; opening a bank account takes a further 1 to 6 weeks, in parallel.

What is the minimum share capital for a Maltese company?

The statutory minimum is €1,164.69 authorised share capital, at least 20% paid up (Companies Act, Cap. 386, Art. 72). In practice €1,200 is used, with €240 paid up.

Can a foreigner own 100% of a Maltese company?

Yes. There are no nationality or residency restrictions on shareholders or directors of a Maltese private limited company.

Do I need a Maltese director?

A Maltese company needs at least one director of any nationality or residence. For tax residence and substance purposes, a Malta-based director is however recommended. Fiduscorp provides this service.

Do I need a company secretary in Malta?

Yes. Every Maltese company must have a company secretary who is an individual (Cap. 386, Art. 138). Fiduscorp provides this service.

What documents are needed to form a company in Malta?

Identification and verification of the ultimate beneficial owners, shareholders, directors and other persons of interest. Source of funds and wealth are to be available where needed.

How much does it cost to register a company in Malta?

The MBR registration fee is €100 for authorised capital up to €1,500. With Fiduscorp, the all-in cost for a standard holding company is €5,200 in year 1 and €2,885 a year from year 2, excluding the statutory audit by an independent auditor of €1,200.

What is the corporate tax rate in Malta?

35% on company profits. Shareholders may claim refunds under the Income Tax Management Act (Cap. 372, Art. 48(4A)) of 6/7ths on trading income (about 5% effective), 5/7ths on passive interest and royalties (about 10%), and 2/3rds where double taxation relief is claimed. A more recent option is to apply as a tax unit under Malta's Consolidated Group (Income Tax) Rules (Cap. 123, Subsidiary Legislation 123.189), thus paying 5% corporate tax directly.

Does a Maltese company need to register for VAT?

There is no general turnover threshold. A company making taxable supplies in Malta registers under Art. 10 of the VAT Act (Cap. 406); small undertakings may opt for Art. 11; companies with no Art. 10 obligation but with intra-EU acquisitions or reverse-charge services register under Art. 12. The standard rate is 18%.

Does a Maltese company need an audit?

Yes. Maltese companies must prepare audited annual financial statements and file them with the Malta Business Registry.

What is the annual return and when is it due?

A statement of the company's shareholders, ultimate beneficial owners, directors, secretary and share capital filed with the MBR within 42 days of the anniversary of registration (Cap. 386, Art. 183), with the annual fee.

Can I set up a company in Malta remotely?

Yes. Formation can be completed without visiting Malta. Documents are certified abroad, and video verification can be used for due diligence.

Who is allowed to form companies in Malta?

Corporate service providers authorised by the Malta Financial Services Authority under the Company Service Providers Act (Cap. 529). Fiduscorp holds licence FCOR-CCCSP-14100.

What is the difference between a Ltd and a holding company in Malta?

Both are private limited companies under Cap. 386. A holding company's objects, particularly when registered as exempt, are limited to holding shares and assets and it may benefit from the participation exemption (Income Tax Act, Cap. 123, Art. 12(1)(u)).

Can a Maltese company open a bank account?

Yes, with a Maltese or other country's bank, or an EMI or PI. Bank onboarding typically takes 1-6 weeks and depends on business substance and due diligence; EMI and PI accounts are usually faster. Start the application in parallel with formation.

Sources

• Companies Act (Cap. 386): https://legislation.mt/eli/cap/386/eng

• Income Tax Act (Cap. 123): https://legislation.mt/eli/cap/123/eng

• Income Tax Management Act (Cap. 372): https://legislation.mt/eli/cap/372/eng

• Consolidated Group (Income Tax) Rules (S.L. 123.189): https://legislation.mt/eli/sl/123.189/eng

• Value Added Tax Act (Cap. 406): https://legislation.mt/eli/cap/406/eng

• Company Service Providers Act (Cap. 529): https://legislation.mt/eli/cap/529/eng

• Malta Business Registry: https://mbr.mt/

• Commissioner for Tax and Customs: https://cfr.gov.mt/

• Malta Financial Services Authority: https://www.mfsa.mt