CORPORATE & COMMERCIAL SOLUTIONS

GET IN TOUCH

Malta provides a business-friendly environment for company formation within the EU and Eurozone. Known for its strong financial regulation and adherence to international compliance standards, Malta companies enjoy benefits such as fast incorporation (usually under 3 days), no withholding tax on dividends, no stamp duty, and unrestricted profit repatriation.


Ideal for businesses in sectors like trading, holding, investment, fintech, remote gaming, shipping, and aviation, Malta is a top choice for international entrepreneurs and investors seeking a tax-efficient corporate structure.


At Promethean Advisory Limited, we offer a full suite of services for Malta company setup, corporate maintenance, and trustee services through our sister company, Promethean Trustees Limited. Let us guide you through the process and ensure your business benefits from Malta’s advantageous tax regime and business-friendly policies.

Promethean offers the following services

Corporate Compliance and Secretarial

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

Promethean Advisory Limited can assist any client in doing business in and from Malta. We will provide clients with a tailor-made service that best suits their business needs. Malta companies offer practical solutions to one’s group structure, be it an investment company, an asset holding facility, an international trading Malta company, an aircraft-owning Malta company, a sea vessel owning Malta company, a captive insurance company, or small gaming companies. In addition, Malta’s extensive network of double taxation treaties and its EU fully compliant robust regulatory framework make Malta tax legislation a reputable business and financial centre.

 

Promethean Advisory Limited has the required commercial and corporate expertise to allow our clients to focus their energies on strategic issues and their most profitable core activities.

Are you looking for assistance with any of the below?

  • company setup and formation;

  • providing our premises as a registered office to establish a legal presence in Malta;

  • corporate governance, risk, and compliance;

  • dealing with the necessary formalities at the relevant authorities in Malta during the vetting of any license application process;

  • tax consultancy and compliance services;

  • business support and back-office services;

  • opening and administration of bank account;

  • company liquidations.

At Promethean Advisory Limited, we can offer practical and authoritative advice to businesses of all sizes, from those with a qualified company secretary to those in which the company secretary is the accountant, office manager, or even the managing director. We work both with Malta companies and international companies doing business in Malta.

 

Are you looking for any of the below services?

  • Provide a company secretary or directorship services;

  • Trust and fiduciary services;

  • Arrange for the convening and recording of general meetings;

  • Attend to all filing with the Malta Business Registry (wherever possible filing documents electronically).

At Promethean Advisory Limited, we can incorporate all types of Malta companies. Moreover, our network of overseas firms assists in establishing companies outside Malta.

 

At Promethean Advisory Limited, we also provide advice on all company law-related issues, duties and responsibilities of Directors, statutory compliance, and corporate governance.

Are you an unregulated business?

The Corporate practice within Promethean Advisory Limited assists clients with the incorporation of Malta companies and ensuring that the company is fully compliant with its obligations under Maltese company law. Our clients range from local businesses to foreign investors interested in conducting business in Malta.

We can offer all the required legal advice concerning all aspects of Maltese corporate legislation. To this end, our extensive experience in providing corporate law consultancy and assistance has proved essential in advising on matters pertinent to company incorporation and re-domiciliation of corporate entities and corporate re-organizations, cross-border mergers, and liquidation proceedings, amongst others.

 At Promethean Advisory Limited, we also provide consultancy to companies and their directors and officers regarding the entire range of corporate governance, fiduciary duties, compliance, director and officer liability issues. Likewise, we advise creditors and financially troubled entities concerning insolvency, bankruptcy, and forced re-organization proceedings. In addition, we are increasingly involved in advising licensable and licensed entities such as funds and credit institutions as to their obligations under Maltese company law and other more specific financial services legislation.

Aside from setting up any structure, we seek to assist clients in the system’s annual maintenance through the necessary back-office and administrative support. In addition, clients are advised on international corporate and tax structures based on a joint approach and in close collaboration with our international tax practice.

READ MORE

Are you looking for help with data protection?

Promethian can guide you through the maze of data protection obligations as well as offers your business legal representation before the Information and Data Protection Commissioner and Data Protection Tribunal, should the need arise.

REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (GDPR) is directly applicable in Maltese law. This Regulation lays down the various rights and obligations of both data subjects (individual who may be identified from the personal data) and the data controller (individual or legal entity who determines the purpose of data processing.) 

 

The Data Protection Act (Cap 586 of the Laws of Malta) deals amongst others with the powers of the Commissioner for Freedom of Information and Data Protection. 

 

Subsidiary legislation issued under the Data Protection Act, deals with specific issues such as the processing of personal data relating to minors.

The GDPR is far reaching. It applies to the processing of personal data by a controller who is in the EU, regardless of whether the processing takes place in the EU or not. It also applies to the processing of personal data of data subjects who are in the EU, by a controller or processor not established in the EU, where the processing activities relate to the offer of goods or services, or the monitoring of data subject behaviour in so far as it takes place within the EU.

If you are a business that processes personal data, be it personal data of customers, employees or suppliers you should be aware that under the GDPR individuals/data subjects have the following rights:

  • The right to be informed – A data controller should inform the data subject at the time of collecting his/her personal data, of the reason for using the data, what type of data it uses, how long it shall keep the data, if it shall transfer the data to third parties and if so the categories of recipients, whether it intends to transfer the data to third countries, and the right to lodge a complaint with the Information and Data Protection Commissioner (“IDPC”);

  • The right to access one’s personal data by receiving a copy of such data.

  • The rights to have one’s personal data rectified by the data controller and the right to have one’s personal data erased, also known as the right to be forgotten;

  • The right to data portability;

  • The right to object to the processing of one’s personal data;

  • The right not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects;

  • Where the processing of personal data infringes the GDPR, the data subject has the right to lodge a complaint with the Office of the IDPC against the data controller/your business.

Promethean Advisory Limited can guide you through the maze of data protection obligations as well as offers your business legal representation before the IDPC and Data Protection Tribunal, should the need arise.

It is the responsibility of the data controller to ensure that personal data is:

  • 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;

  • kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed;

  • 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 needs a legal basis. For instance, the data subject’s consent to processing is one such legal basis. Alternatively, processing may be necessary order for the data controller to fulfil a contractual obligation with the data subject or is necessary to comply with a legal obligation of the data controller.

In order to obtain freely given consent, it must be given on a voluntary basis, and the data subject must have a real choice. Consent should also be specific, and the data subject should be informed that it may withdraw consent at any time.

 

Consent requests should be granular. Separate opt-in and information for each purpose must be provided. Pre-ticked boxes, silence or inactivity do not constitute valid consent.

Serious infringements of the GDPR may attract a fine of up to 20 million Euro or 4 % of your firm’s worldwide annual revenue, whichever is the higher.

Promethean Advisory Limited’s legal advisory team is experienced in data protection matters. It can audit your business for data protection compliance, equip your business with the right data protection policies, marketing consent forms and provide your employees with practical data protection training. 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 type of Maltese corporate entities or commercial partnerships that may be established, which comprise:

  • A limited liability company;

  • A partnership en nom collectif;

  • A partnership en commandite.

Incorporating a Malta company is an easy and smooth process that will typically require between one to three working days from the presentation of the pertinent documentation to the Malta Business Registry. At Promethean Advisory Limited, we can assist you with all matters about incorporating a Malta Limited Liability company.

Facts

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

The minimum authorized share capital is €1,165 or the equivalent in any significant convertible foreign currency, 20% of which ought to be paid up;

A Malta company must have a company secretary. The company secretary must be an individual but need not be a Maltese national;

A Maltese company may have different types or classes of shares, regulating the rights attributable to the shareholders;

Promethean Advisory Limited can assist you with the following services concerning the incorporation and maintenance of Malta companies:

  • Malta company formation;

  • Review of documents for client due diligence purposes;

  • Advice about and drafting of Memorandum and Articles of Association and particular clauses which ought to be inserted depending on the circumstances of the case – we stir away from template formations;

  • Opening of a bank account in the name of the company;

  • Submission of the incorporation and KYC documentation to regularise the bank account;

  • Application for VAT Number;

  • Registration with Malta Tax and Customs Administration;

  • Registration with the Malta Business Registry;

  • Annual management and administration:

  • Registered office facilities;

  • Directorship services;

  • Company secretary services.

Are you a European Company?

The European Company can be the apt legal vehicle to solve complex issues encountered by businesses established in Europe. The rationale of Regulation 2157/2001 allows for a legal framework for companies incorporated in different Member States to merge or form a holding company or joint subsidiary while avoiding the legal and practical limitations that stem from the existence of other legal systems. Furthermore, a second arm of the legislation targets the involvement of employees in the European company, recognizing their role within the company.


Companies operating in the various Member States, mainly through branches or subsidiaries, can avail themselves of the European Company to perform throughout Europe under a common regulatory framework. This translates into significant savings on regulatory and other compliance in various countries. Moreover, the registered office of a European Company can be moved from one Member State to another with no restrictions and without having to undergo liquidation proceedings in the state of registration. The status of a European Company can also be valuable in terms of reputational value, showing a more substantial company status which will assist in establishing a good brand name. A European company is also afforded the possibility to move its seat according to its operations without simultaneously moving the registered office. Consequently, a European Company may have its registered office in Malta while freely operating throughout the EU.


The easy movement of the registered office may be a fact of significant importance for some businesses as they can move their registered office to any Member State. Having a registered office and an administrative office in Malta can satisfy the requirement of being a tax resident in Malta with all the associated benefits as explained in the tax section.

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 Advisory Limited, we can assist you with advice about the setting up of a European company, as well as with any legal and tax implications attributable to such a setup. Promethean can also provide the necessary annual services to maintain an SE.

Do you know about Malta Partnerships?

Malta Partnerships can be split into two kinds of partnerships, namely General Partnerships and Limited Partnerships.

 

Malta General Partnerships are formed under the Companies Act 1995 as a partnership ‘en nom collect if which is endowed with a partnership name.

 

A Deed of Partnership is entered into, detailing the names of the partners, the address of the registered office, the objects of the partnership, its duration, and the amount of capital contributed by each partner. The Deed is registered with the Malta Business Registry. The partners are liable jointly and severally for the entire debts of the partnership.

 

Malta Limited Partnerships have general partners responsible for the management, unlimited liability, and limited partners, who are liable only to the extent of their capital contributions to the partnership. A limited partnership is formed under the Companies Act 1995 as a Societe en Commandite Simple and is subject to the same rules as a general partnership.

 

At Promethean Advisory Limited, we can assist you with advice concerning the setting up of a Malta Partnership, as well as with any legal and tax implications attributable to such a vehicle. Promethean Advisory Limited also provides the required services to maintain the partnership’s annual accounts.

Do you know the benefit of branches in Malta?

The provisions of the Malta Companies Act offer the possibility for companies incorporated or constituted outside Malta to conduct business in or through Malta by using a branch or a place of business in Malta.

 

This creates a viable alternative when such companies opt not to register a separate legal entity yet carry out business in or through Malta by an extension of their foreign corporate vehicle.

 

The Malta tax benefits granted to companies incorporated or resident in Malta are also extended to branches. This renders the use of a branch an optimal solution in international tax planning strategies, particularly in the light of complex anti-avoidance legislation, such as controlled foreign corporation legislation present in foreign jurisdictions.

 

The Companies Act does not impose any restrictions on the activities which the Malta branch may carry out. To this end, a Malta branch may carry out any activities in Malta or outside Malta. Such actions could include:

  • 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 outside Malta.

A Malta branch of an overseas company is taxed in the same manner as a Malta company and is subject to tax at the rate of 35%. Likewise, the tax refund provisions at the level of the company’s shareholders would apply. These considerations, coupled with Malta’s, not levying a branch remittance tax or similar tax on the profits deemed to be distributed to the head office, render Malta an excellent location to establish one’s branch of business.


At Promethean Advisory Limited, we can assist our clients in setting up their Malta branch through our legal and tax practices, which work hand in hand to provide a complete solution. In addition, we also service our clients concerning the annual maintenance obligations pertinent to the Malta branch.

Are you looking for assistance with Mergers and Acquisitions?

The main body of legislation regulating Mergers and Acquisitions (M&A) of companies in Malta is the Companies Act – Chapter 386 of the Laws of Malta (the “Act”). The legislative framework is composed of laws and regulations that seek to regulate various aspects that may feature in M&A transactions, including local and cross-border activities.


The Act regulates the amalgamation of private and public limited companies in the form of a merger by forming a new company and acquiring a company by another company.


Notably, only, a company may be amalgamated with other companies. However, it is impossible to amalgamate a company with any different commercial partnership.

A merger by acquisition is the legal process required for one company to acquire another company, with the latter ceasing to exist. Here, the acquiring company acquires all the assets, liabilities, and obligations of the company (or companies) being acquired. The acquired company’s shareholders become shareholders of the acquiring company, and the company being acquired stops existing.


The acquired company can be dissolved without being wound up according to the provisions of the Act. The dissolution will be deemed to occur as soon as the amalgamation becomes effective.


The amalgamation of companies becomes effective once the Registrar of Companies at the Malta Business Registry has struck the company’s name being acquired off the register and issues a new certificate of registration reflecting the merger for the acquiring company.

Before a company can be struck off the Malta Business Registry, requirements must be satisfied, as follows:


Both the directors of the acquiring company and the company/ies being acquired must draw up the Draft Terms of Merger in writing. This document, amongst other things, must specify the name and registered office of the amalgamating companies and the status and distribution of shares in the acquiring company. The document must be signed by at least one director and the company secretary of each amalgamating company.


An extraordinary resolution of each amalgamating company must approve the merger by Acquisition. The resolution must be reached at least one month after and not later than three months from the publication of the Draft Terms of Merger.


All the companies involved in the merger are to inform their respective general meetings by means of a detailed report explaining the legal and economic grounds of the Draft Terms of Merger and any material change in the assets and liabilities. This information must be shared between the date of preparation of the Draft Terms of Merger and the date of the general meetings which will decide on the Draft Terms of Merger.


Experts, approved by the Registrar and acting on behalf of each of the companies involved in the merger, will draw a written report, which goes to the shareholders. The report will specify whether the share exchange ratio is fair and reasonable. It will indicate the methods used to determine the exchange ratio, and whether these methods are adequate and, also, report on any valuation difficulties that might have arisen.


The shareholders of the amalgamating companies have a right to inspect documents at the registered office of each company at least one month before the date fixed for the general meeting, which decides on the Draft Terms of Merger. The documents are:

  • the Draft Terms of Merger;

  • the annual accounts;

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

  • the directors’ report relating to the amalgamation;

  • the experts’ reports relating to the amalgamation;

  • where required, an accounting statement is drawn up as at a date which shall not be earlier than the first day of the third month preceding the date of the Draft Terms of Merger, if the latest annual accounts relate to an accounting period which ended more than six months before that date;

  • for paragraph (f), an accounting statement shall not be required if the company publishes a half-yearly financial report following listing rules issued in terms of the Financial Markets Act and makes it available to shareholders by this sub-article;

  • Furthermore, an accounting statement shall not be required if all the shareholders and all holders of other securities conferring the right to vote of each of the companies involved in the Merger have so agreed;

  • Notwithstanding the above, interim depreciation and provisions and material changes in actual values, not shown in the accounting records, are taken into account.

On request and free of charge, the shareholders are entitled to obtain full or partial copies (which may be provided in electronic form) of the documents mentioned above. For example, suppose a company makes the records available on its website for a continuous period beginning at least one month before the day fixed for the general meeting, which is to decide on the Draft Terms of Merger and ending not earlier than the conclusion of that meeting. In that case, it will not need to make the documents referred to above available at its registered office.
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 before the merged company becomes effective, creditors of any of the merging companies, whose debt existed before the publication of the Draft Terms of Merger may, by sworn application, object to the Merger giving their reasons for their objection.

Are you looking for domiciliation services?

Malta’s legal system allows the companies to continue to operate, both in Malta and outside of Malta, by way of continuation. For example, the Continuation of Companies Regulations S.L. 386.05 allows for a foreign company to establish itself in Malta or vice versa, without having to go through liquidation, as follows:

Foreign Companies can establish themselves in Malta by “continuation”. This means that a company can continue to operate in Malta without going through a liquidation process in the jurisdiction it currently operates.

This method applies to foreign companies registered or incorporated under jurisdictions that have a similar structure to the Maltese Act and come from countries that allow for continuation within their law. Before applying with the Malta Business Registry, a foreign company that intends to continue in Malta must give formal notice to the competent authority of the foreign country it comes from. The company must also ensure that it is not in any legal proceedings related to any breach of law within the original foreign jurisdiction.

Once the above have been met, the foreign company which intends to continue in Malta must revise its constitutive document to reflect the requirements of the Act. These would include changes relevant to the continuation process, such as the change in address.

Once the requirements are adhered to, the company can apply to the Malta Business Registry by submitting the following documentation:

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

  • A resolution or equivalent document of the company authorizing it to be registered as being continued in Malta;

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

  • A declaration, signed by at least two directors of the company, confirming the name of the company and the respective name under which it is being proposed to be continued, the jurisdiction under which it is incorporated, the date of registration, the decision to have the foreign company registered as continuing in Malta, that the company has given formal notice of its decision to the foreign competent authority, and that no proceedings against the company are currently ongoing;

  • A declaration, signed by at least two directors, confirming that the company is solvent;

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

Promethean Advisory Limited can assist in ensuring that all the documents and requirements for submission with the Malta Business Registry for your company to continue in Malta from a foreign jurisdiction are according to the requirements. We also provide company services to assist in managing your company in Malta.

The Continuation of Companies Regulation also allows a Maltese company to continue in a foreign jurisdiction. Before initiating the process, the Maltese company must ensure that it is solvent. The laws of the foreign country, where the company will continue, allow for a Maltese company to continue operating.

The Maltese Company must request consent from the Malta Business Registry to be continued as a company outside Malta. In addition, declarations must be provided to the Malta Business Registry stipulating the name of the company and the name of the continued company, the name and address of the competent authority of the foreign jurisdiction of registration, and the date of commencement in the relevant foreign country.

If the Maltese company carries licensable activity, it must request the consent of the competent Maltese authority before it can start the process to continue in a foreign jurisdiction.

If the company is a public company quoted on a recognized investment exchange, the consent of the respective exchange and the Maltese listing authority must also be obtained.

Moreover, any extraordinary resolutions of the shareholders, annual returns, and company accounts that have not been filed are to be submitted for registration to the Malta Business Registry.

We can assist you with the procedures and submissions required to be communicated to the Malta Business Registry and authorities in Malta, as applicable, should you wish to have your company continued outside of Malta.

Promethean Advisory Limited can assist you in all the documentation requirements to continue a Maltese company in a foreign jurisdiction.

Let Us Help You

Get in touch to find out more about ways Promethean can help with your specific needs.
CONTACT US