Malta Companies Act 386 – Company Law
The principal documentation of Company Law in Malta is the Malta Companies Act. You will find below the key extracts from the Malta Companies Act along with the full act.
A private company may be designated by any name, but such name shall end with the words “private limited company” or the word “limited” or its abbreviation “ltd.” and a company shall not be registered by a name which is the same as a name of another commercial partnership or so nearly similar as in the opinion of the Registrar it could create confusion; or is in the opinion of the Registrar offensive or otherwise undesirable;
Memorandum of Association
The memorandum of every company shall state:
- whether the company is a public company or a private company;
- the name and residence of each of the subscribers thereto;
- the name of the company;
- the registered office in Malta of the company;
- the objects of the company;
- the amount of share capital with which the company proposes to be registered, the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class;
The number of the directors, the name and residence of the first directors and the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation;
Directors & Shareholders
Only one Director is required to form a Malta Limited Liability Company and the Director may be any nationality.
It is required that a Malta Limited Limited Company has at least two shareholders who may be an individual or corporate body and may be a resident and nationality of any country.
The authorised share capital of a Maltese company shall be not less than EUR 1200 subscribed by at least two persons in the case of a private company.
Any increase in the issued share capital of a company shall be decided upon by an ordinary resolution of the company, unless the memorandum or articles require a higher percentage than that required for an ordinary resolution by article 135(2).
Certificate of Good Standing
The Certificate of Good Standing certifies that the company is registered under the Laws of Malta and confirms that all Registry administrative requirements have been complied with and that the company is still registered with the Registrar of Companies.
The certificate can be issued by the registry to include the details of the registered office, incorporation date, shareholders name and shareholding, directors and company secretary.
Where a company has been struck off the register, any interested person may, by an application, request the Court to order that the name of the company be restored to the register and the winding up be reopened.
Where, on an application the Court is satisfied that the winding up and striking off of the company has been vitiated by fraud or illegality of a material nature, the Court may order that the name of the company be restored to the register and the winding up be reopened for such purposes and such period as the Court shall specify in its decision.
No application may be made under this article after the expiration of five years from the date on which the name of the company has been struck off the register.