Setting Up a Company in Malta: A Step-by-Step Guide (2026)

By the EGM Assurance Editorial Team · Last reviewed April 2026 · 15 min read

Malta has built a reputation as one of the most accessible EU jurisdictions in which to incorporate a company. The legal framework under the Companies Act (Cap. 386) is well-established, English is the working language of business and law, the minimum share capital is low, and the registration process can complete in a matter of days once documentation is in order. Combined with Malta’s competitive tax refund system, EU passporting rights and an extensive double tax treaty network, the jurisdiction continues to attract international investors, holding companies, trading businesses and entrepreneurs.

That said, “straightforward” does not mean “instant.” Anti-money laundering due diligence, bank account opening, and post-incorporation tax and employment registrations each add time and require careful sequencing. This guide walks through the complete process step by step — from initial structure decisions through MBR registration, tax and VAT registration, banking, and the first round of post-incorporation compliance. It reflects the position at April 2026.

1. Choosing the right corporate vehicle

The first decision is which type of entity best fits your business. The most common options under Maltese law are:

For the vast majority of incorporations — international subsidiaries, trading SMEs, holding companies, professional services firms — the Private Limited Liability Company (Ltd) is the default choice. Under Section 209 of the Companies Act, a private company must satisfy three defining characteristics: it must restrict the right to transfer its shares (typically through pre-emption rights in the Articles); it must limit the number of members to fifty; and it must prohibit any invitation to the public to subscribe for shares or debentures. These are not optional design choices — they are statutory definitional requirements for the entity to qualify as a private company. The remainder of this guide focuses on the Ltd structure. The other entity types follow broadly similar steps with specific variations.

Maltese law also permits a single-member private company, but with specific restrictions: the sole shareholder must be an individual (a natural person, not a corporate body); the company must have a single principal activity; and the company qualifies as an “exempt company” under Maltese tax law. For most international group structures involving a corporate shareholder, the standard two-shareholder model is used.

2. Defining the structure before you register

Before approaching the Malta Business Registry, several structural decisions should be made. Resolving these in advance avoids costly amendments later:

Shareholding structure

• Who will hold the shares? Individuals, a foreign parent company, or a Maltese holding company?

• How many shares will be issued, and at what nominal value (typically €1.00)?

• Will there be one class of shares or multiple? Multiple classes (ordinary, preference, redeemable) can be useful for incentivising minority investors, structuring future financing, or planning exit terms.

• Are there any pre-emption rights, transfer restrictions, or drag-along/tag-along provisions that should be reflected in the articles?

Directors and company secretary

• A private Ltd company requires at least one director and one company secretary. A public plc requires at least two directors.

• Directors can be of any nationality — there is no residency requirement at law. However, where Malta tax residency is sought for the company, the management and control test requires that decisions are actually made in Malta. Practically, this usually means at least a majority of directors based in or regularly present in Malta.

• A corporate body can act as director, except where the company is listed on the Malta Stock Exchange (which requires individual directors).

• A sole director of a company cannot simultaneously act as the company secretary of the same company.

Registered office

Every Maltese company must have a registered office in Malta — a physical address (not a PO Box) where official correspondence is delivered and where the statutory registers are kept. Many companies use the address of their corporate service provider as their registered office in the early years.

Objects of the company

The Memorandum and Articles of Association will state the company’s objects — the activities it is permitted to carry out. Modern Maltese practice favours broad object clauses to give the company flexibility, while ensuring the principal activity is clearly identified. Where the activity is regulated (financial services, gaming, fiduciary services), the licensing authority’s requirements should drive the objects wording.

3. Step-by-step incorporation process

Once the structure is agreed, the formal incorporation process moves through the following sequential steps. Most are handled in parallel where possible, but the dependencies between them set the practical timeline.

Step 1: Name reservation (24–48 hours)

Choose a unique name for the company and reserve it with the Malta Business Registry through the BAROS online portal. The name must comply with the Companies Act — it cannot be identical or too similar to an existing Maltese company, cannot contain restricted or misleading words (e.g. “Bank,” “Trust,” “Malta” as a prefix, or words suggesting royal patronage without authorisation), and must end with “Limited” or “Ltd.” (or “p.l.c.” for a public company). Approved names are reserved for 3 months.

Step 2: AML/KYC documentation

Maltese AML legislation (the Prevention of Money Laundering Act and FIAU Implementing Procedures) requires Company Service Providers to conduct full due diligence on all parties to a Maltese incorporation. This is typically the longest preparatory step, particularly for international clients. Standard documentation for each natural person involved (shareholders, directors, ultimate beneficial owners, company secretary):

• Certified copy of valid passport or national ID.

• Recent proof of residential address (utility bill, bank statement, government correspondence dated within the last 3 months).

• CV or professional background statement.

• Source of funds and source of wealth declaration, with supporting evidence (bank statements, payslips, business sale documents, inheritance documentation as relevant).

• Bank reference letter (sometimes requested).

For corporate shareholders, additional documentation is required: certificate of incorporation, M&A, register of directors, register of members, certificate of good standing, and the same KYC documentation for the ultimate beneficial owners of the corporate shareholder.

For international clients, identity documents typically need to be authenticated in the home country before being accepted by the CSP and the MBR. The authentication method depends on the country of origin:

• Hague Apostille Convention signatory countries: an apostille issued by the competent authority in the home country.

• Non-Hague countries: legalisation through the consular/diplomatic chain (typically notarised in the home country, then legalised by the foreign ministry, then by the Maltese consulate or embassy).

Both processes can take several weeks. Build authentication time into the overall project plan for any international client — it is one of the most common causes of incorporation timeline slippage.

Step 3: Drafting the M&A

The Memorandum and Articles of Association are the company’s constitutional documents. The Memorandum sets out: the company’s name; whether private or public; registered office; objects; share capital structure (authorised, issued, paid-up); details of subscribers; and details of first directors and company secretary. The Articles set out the internal rules of governance — director powers, meeting procedures, share transfer mechanics, dividend distribution rules and other operational matters.

Most Maltese CSPs use standard M&A templates, customised for the specific company. Where the structure involves multiple share classes, complex governance arrangements, or a regulated activity, bespoke drafting is required.

Step 4: Depositing share capital

For a private Ltd, the minimum authorised share capital is €1,164.69 (precisely €1,164.69 reflects a Maltese lira heritage figure rounded into euro). At least 20% of the nominal value of each issued share must be paid up on signing the M&A — a minimum of €232.94 in cash deposited into a Maltese bank account opened for the company prior to incorporation, or held by the CSP in an escrow capacity.

Higher authorised share capital can be specified — some structures use higher capital figures to support credibility with banks, regulators or commercial counterparties. The minimum is just that — a floor, not a target.

Where shares are issued for non-cash consideration (assets contributed in kind rather than cash), Section 73 of the Companies Act requires an independent expert’s report — typically prepared by a CPA Auditor approved by the Registrar — describing the asset, the valuation methodology applied and confirming that the values arrived at correspond at least to the nominal value of the shares being issued. Under recent amendments through Act XVIII of 2025, where the non-cash consideration does not exceed €50,000, a directors’ declaration replaces the formal expert’s report — a useful simplification for smaller in-kind contributions.

For a public company, at least 25% of the nominal value of each share taken up must be paid up on signing of the memorandum — a higher proportion than the 20% required for a private company. Where a public company is incorporated at the statutory minimum authorised share capital of €46,587.47, the minimum paid-up share capital at incorporation is therefore approximately €11,647 (25% of €46,587.47).

Step 5: MBR registration submission

The MBR submission is filed through the BAROS portal. The package includes:

• Form BO1 (notice of registration).

• The signed Memorandum and Articles of Association.

• Evidence of share capital deposit.

• Identification documents for directors, secretary and shareholders.

• Beneficial ownership declaration.

• Payment of MBR registration fees.

MBR registration fees are calculated according to the company’s authorised share capital and depend on whether the submission is made in paper or electronic format. The fee schedule is published by the MBR and is structured on a sliding scale:

• Minimum fee (authorised share capital up to €1,500): €100 electronic / €245 paper.

• Maximum fee (authorised share capital exceeding €2,500,000): €2,250.

• Intermediate authorised share capital levels attract intermediate fees on a tiered scale — the current published schedule should be checked directly with the MBR before incorporation.

For private companies incorporating at the statutory minimum share capital, electronic filing at €100 through BAROS is the standard route and is materially cheaper than paper submission. Direct shareholder access to BAROS requires either a Maltese e-ID or registration through a licensed CSP’s MBR Corporate Account. If the company subsequently increases its authorised share capital, the difference between the original and new fee tiers becomes payable.

Step 6: Certificate of Registration issued

Once the MBR is satisfied that the documentation is complete and compliant, it issues a Certificate of Registration. The company is now legally incorporated and has separate legal personality. The MBR also issues:

• A unique Company Registration Number (typically prefixed with “C”).

• A Tax Identification Number (TIN) — a 9-digit number generated automatically by the MTCA upon MBR registration. The company is registered with the Commissioner for Tax and Customs from this point.

Total timeline from a complete file: typically 1–5 working days. According to the MBR, where all documentation and information is in order, incorporation may complete in as little as 24 hours.

4. Post-incorporation registrations

Receiving the Certificate of Registration is the legal beginning of the company — but it is not the end of the setup process. Several further registrations are typically required before the company can trade, hire or operate fully:

VAT registration

Where the company will make taxable supplies in Malta, VAT registration with the MTCA is required. The applicable article depends on the company’s activity:

• Article 10: Standard VAT registration for businesses making taxable supplies. Required from the start of activity — within 30 days of the first taxable supply.

• Article 11: “Small undertaking” registration for businesses with annual turnover not exceeding €35,000. Reduced compliance burden but no input VAT recovery.

• Article 12: For businesses making intra-EU acquisitions or receiving reverse-charge services exceeding €10,000 per year, who are not registered under Article 10.

Non-resident companies making taxable supplies in Malta must register for VAT regardless of turnover — there is no small-undertaking threshold for non-residents.

PE number (Payer of Emoluments)

If the company will employ staff in Malta, it must register with the MTCA as a Payer of Emoluments and obtain a PE number. The PE number is used to remit FSS (Final Settlement System) income tax withholdings, Social Security Contributions and the MLTF levy on behalf of employees, via the monthly FS5 form.

Jobsplus engagement form

Each employee, including the directors where employed by the company, must be notified to Jobsplus through an engagement form before commencing work. This is the labour-market regulatory filing and is separate from the tax/SSC registration.

GDPR data protection compliance

Where the company processes personal data — of customers, employees, suppliers — it must comply with the GDPR and the Data Protection Act (Cap. 586). Depending on activity, a Data Protection Officer may need to be appointed, and the company’s privacy notices, data processing records and breach response procedures should be in place from day one.

Sector-specific licensing

Where the company’s activity is regulated, the relevant licence must be obtained before activity commences. Maltese regulatory licences include:

• MFSA — financial services (banking, investment services, insurance, payment institutions, fund services, virtual financial assets).

• MGA — gaming and gambling operators.

• Transport Malta — aviation, maritime, road transport.

• Malta Communications Authority — telecoms and e-commerce.

• Local Trading Licence (Commerce Department) — for certain retail and consumer-facing activities.

Licensing timelines can range from a few weeks to over 12 months depending on the regulator and the complexity of the application. Build licensing time into the overall project plan.

5. Opening a bank account

Bank account opening is consistently the most time-consuming step of setting up a Malta company — particularly for non-resident shareholders. Maltese banks have substantially tightened their onboarding procedures over the past decade in response to the country’s AML obligations, and the documentation requirements are extensive.

Typical timeline and documentation

Even for a well-prepared application, traditional bank account opening typically takes 4–12 weeks from initial submission. Documentation typically required includes:

• Company incorporation documents (Certificate of Registration, M&A).

• KYC documentation for all directors, shareholders and ultimate beneficial owners.

• Detailed business plan and explanation of intended account activity.

• Projected monthly transaction volumes and counterparty information.

• Source of funds documentation and evidence.

• Personal interview with at least one director or beneficial owner, typically in person at the bank.

Local banks vs EU fintech alternatives

Some companies opt for EU-based fintech account providers (such as Wise, Revolut Business, or similar EMI-licensed institutions) while the traditional bank account application is being processed. This allows the company to begin operating with payment infrastructure relatively quickly. Some traditional banking applications fail or take longer than expected, and the fintech becomes the primary banking relationship. The choice should be made based on the company’s specific needs — some commercial counterparties, regulators and tax authorities still expect a traditional bank account.

6. Costs: what to budget for

The total cost of incorporating and setting up a Maltese company varies considerably based on the complexity of the structure, the level of professional assistance required, and the post-incorporation activities. Typical cost categories include:

Statutory fees (paid to the MBR and MTCA)

• MBR registration fee: from €100 (electronic) for a minimum-capital company.

• Annual return fee: from €100 (electronic) onwards, based on authorised share capital.

• Various small fees for filings during the year (changes in directors, etc.).

Professional fees

Professional fees vary by provider, scope and complexity. They typically cover: structure advisory, KYC processing, M&A drafting, MBR submission, tax and VAT registration assistance, registered office services, company secretarial services and annual compliance. Higher fees apply where structure design, regulatory licensing or international tax planning are involved. Annual ongoing compliance (registered office, company secretarial, accounting, audit, tax) is typically billed separately.

Initial capital

Minimum share capital paid-up: €232.94 (20% of €1,164.69). Many companies choose higher capital figures to support credibility, support working capital needs, or align with the company’s intended balance sheet position.

Other costs

• Bank account opening fees (typically nominal, charged by the bank).

• Notarial certification or apostille fees for international documents.

• Translation costs where documentation is in a language other than English.

• Licensing application fees where the company’s activity is regulated.

7. Ongoing compliance from year one

Once incorporated, a Maltese company has ongoing statutory obligations. The principal recurring requirements are:

Annual return

Filed with the MBR within 42 days of the company’s “made-up date” (typically the anniversary of incorporation). Reports on shareholders, directors, registered office and other particulars as at the made-up date. Filing fee from €100 (electronic).

Annual financial statements

Prepared under GAPSME or IFRS, approved by the directors and laid before the AGM within 10 months of the financial year-end (7 months for public companies). Filed with the MBR within a further 42 days of the AGM.

Audit (where required)

Companies above the LN 139/2025 thresholds must have their financial statements audited by a CPA Auditor. Smaller companies may qualify for the audit exemption, the review engagement option, or the startup waiver.

Corporate tax return

Filed with the MTCA within 9 months of the financial year-end (paper) or 10 months (electronic). Accompanied by the tax computation and any supporting schedules.

VAT returns

Article 10 registrants typically file quarterly VAT returns by the 6th week after each quarter-end.

Beneficial Ownership Confirmation Form

Annual confirmation that the company’s beneficial ownership information held by the MBR is accurate. Changes in BO must be notified within 14 days of occurrence.

Other event-driven filings

Changes in directors, secretary, registered office, share capital or shareholders must be notified to the MBR within prescribed periods (typically 14 days).

8. Common mistakes to avoid

• Rushing the structure decision: choosing the wrong shareholding split, governance arrangement or share class structure at incorporation is expensive to fix later. Take advice before the M&A is finalised.

• Incomplete or inconsistent KYC documentation: the most common cause of incorporation delays. Have all documentation collected, certified and complete before approaching the CSP.

• Underestimating bank account timing: traditional bank account opening can take 4–12 weeks. Build this into the project plan rather than treating it as an afterthought.

• Confusing legal residency and tax residency: directors can be of any nationality, but for the company to be Malta tax resident, management and control must actually be exercised in Malta. This requires substance — board meetings in Malta, decisions made in Malta, not just a Malta-resident name on the M&A.

• Ignoring sector-specific licensing: certain activities cannot be commenced before a regulatory licence is obtained. Operating without the required licence creates serious legal exposure.

• Forgetting post-incorporation registrations: VAT, PE number, Jobsplus and other registrations are separate processes that follow MBR registration — not automatic.

• Not budgeting for ongoing compliance: annual MBR fees, accounting, audit, tax and corporate secretarial work are recurring costs that exceed first-year incorporation costs over time.

9. Frequently asked questions

Do I need to use a corporate service provider, or can I incorporate directly?

In practice, almost all Maltese incorporations are handled through a CSP licensed by the MFSA. The MBR’s BAROS portal is accessible to direct applicants holding a Maltese e-ID, but the AML/KYC documentation requirements and M&A drafting typically require professional assistance. For shareholders with no Malta presence, a CSP is effectively necessary to complete the process.

Can a foreigner own 100% of a Maltese company?

Yes. Maltese company law imposes no nationality or residency requirements on shareholders. A foreign individual or foreign company can own 100% of a Maltese private limited company. The same is true for directors, who can be of any nationality. However, where Malta tax residency is required for the company, the management and control test must be satisfied — typically by ensuring substantive decisions are actually made in Malta.

How long does the complete setup process take?

With well-prepared documentation: MBR registration in 2–5 working days, tax and VAT registration within 1–2 weeks of incorporation, traditional bank account opening in 4–12 weeks. A practical estimate for a standard private Ltd, from initial KYC collection to operational with a bank account, is 6–12 weeks. Faster timelines are achievable with strong document preparation; international complexity adds time.

Can the share capital be in a currency other than euro?

Yes. The authorised share capital of a Maltese company can be denominated in major currencies including USD, GBP or CHF. This provides flexibility for international investors operating in those currencies. Most accounting and tax reporting nonetheless continues in euro, with currency translations as required.

Are bearer shares allowed in Malta?

No. Bearer shares are not permitted under Maltese company law. All shares must be registered — the holders’ names are recorded in the share register and ultimately filed with the MBR through the BO register and annual return.

Does Malta require a local director or local company secretary?

No, neither is legally required. Directors and the company secretary can be of any nationality. However, for the company to be Malta tax resident, the management and control test typically requires a substantive Malta-based presence — which usually means at least a majority of directors based in Malta or regularly present for board meetings. A registered Malta address for the company is required regardless.

Can the company secretary also be a director?

Yes, the same individual can act as both director and company secretary — provided the company has at least one other director. A sole director of a company cannot simultaneously be the company secretary of the same company.

Can I incorporate a single-member private company in Malta?

Yes. Maltese law permits a single-member private company, but with specific conditions: the sole shareholder must be an individual (not a corporate body), the company’s objects must be restricted to a single principal trading activity, and the company qualifies as an “exempt company” for certain Companies Act and tax purposes. For most international structures involving a corporate shareholder or multiple shareholders, the standard two-shareholder model applies. A common workaround for a sole founder wanting a corporate shareholder is to issue a single share to a trusted second party (with appropriate documentation) to satisfy the two-shareholder requirement.

How are minimum share capital figures (€1,164.69 and €46,587.47) derived?

These figures reflect the conversion of the original Maltese lira denominated figures into euro at the lira’s fixed conversion rate when Malta adopted the euro in 2008. They are statutory minimums and have remained unchanged since. The unusual decimal figures are simply legacy conversion residues from MTL to EUR.

Can I open the bank account before incorporation?

Generally no — the bank needs the Certificate of Registration to open an account in the company’s name. However, a Maltese bank may open a temporary deposit account in escrow to hold the initial paid-up share capital pending incorporation, with the formal corporate account opening completing after the MBR issues the Certificate of Registration.

What’s the difference between authorised, issued and paid-up share capital?

Authorised share capital is the maximum nominal value of shares the company is permitted to issue under its M&A — a ceiling, not an obligation. Issued share capital is the nominal value of shares actually issued to shareholders. Paid-up share capital is the portion of the issued capital that has actually been paid in cash (or in kind) to the company. At incorporation, at least 20% of the issued capital must be paid up.

Related guides from EGM Assurance

• Corporate Filings and Beneficial Ownership: Directors’ Guide

• Becoming a Malta Company Director: Duties, Liability and Personal Exposure

• VAT Registration in Malta: Articles 10, 11 and 12

Authoritative references

• Companies Act (Cap. 386)

• Companies Act (Fees) Regulations (S.L. 386.03)

• Malta Business Registry (BAROS portal)

• Malta Tax and Customs Administration — Company Registration

• FIAU Implementing Procedures (AML/KYC framework)

• Business 1st (single point of contact for business setup)

Need help? EGM Assurance provides statutory audit services for newly-incorporated Maltese companies — partner-led, transparent, on time. Get a quote.

This article is prepared by EGM Assurance for general informational purposes and reflects the legal and regulatory position in Malta as at April 2026. Statutory fees and procedural details may change — verify current MBR and MTCA requirements before relying on this guide. It does not constitute legal, tax or professional advice. Always confirm current obligations with a qualified professional before acting.