One of Malta’s noteworthy successes over the last two decades has been its versatility as a neutral yet stable international corporate base, making it the EU company jurisdiction of choice for international entrepreneurs and private client-advisors.
The main reason for such global respect is Malta’s unique refinement of UK company and tax law. Maltese company law (mainly found in the Malta Companies Act [CAP. 386 of the Laws of Malta]) and compliance-driven practice largely based on UK statute dating back to the forties, and refined accordingly following 2004 accession into the European Union.
The DAL team is able to offer its clients the benefits of hindsight & foresight, especially with regard to corporate strategy, customisation of corporate instruments, employment shareholder and joint-venture contracts, corporate governance and compliance planning.
– Advantages of an EU/UK Hybrid –
Having transposed all major EU Directives; Malta now has a modern and flexible legal regime that empowers businesses to venture into specialised areas such as maritime, financial services, pharma and e-commerce to mention but a few. In addition, local jurisprudence, regulatory and banking practice tend to follow UK law and principles especially in relation to accounting, audit, banking, insurance, tax and governance fundamentals, thus maintaining client, investor and third party confidence as so many counterparts and professionals are already familiar with UK as the corporate gold standard.
– INCORPORATION & STRATEGIC THINKING –
The establishment of a Malta company can either be done by the owners or proposed directors themselves or via their duly-appointed MFSA licensed Corporate Services Provider. By working with our authorised Company Services partners we can ensure our clients have the most appropriate expert advice and support to establish and build a Malta/international corporate platform to best manage their international business. Getting it right from the onset, will make a significant difference even after the initial start-up period, hence the value of combining of pre-incorporation advisory with post-incorporation governance & compliance. Under Maltese law, a shareholder can also act as a director of the company or be appointed company secretary, or both in the case of a private exempt company. It is important to note that Maltese law puts no restrictions in terms of nationality – any person of good standing can be an officer of the company. The initial share capital required is quite low – in fact private companies only need pay up 20% of the minimum incorporation share capital of €1,165. Of course the company’s scope and rules must be clearly stated in its Memorandum & Articles which will be incorporated via submission to the Malta Business Registry, together with payment of the relevant registration fee which is pre-determined according to the initial authorised share capital of the company. Depending on the clarity of the necessary KYC documentation, it is possible to complete the process within a few days from receipt of docs, data, mandate and funds. Typically, companies are set up with two or more shareholders, however Maltese law allows situations where only one person will be a shareholder and such ‘private exempt company’ is known as a ‘single member company’.
– PLANNING FOR SUCCESS –
Although registration of a Malta company is a fairly straightforward process, thanks to excellent models (Companies Act schedules) and clear guidelines from the Malta Business Registry (MBR), nevertheless there are key aspects such as shareholder classes, agreements, powers of representation, governance and compliance rules, including beneficial ownership disclosure requirements, VAT and tax registration and ongoing fulfilment (including appropriate minute and financial record-keeping), where professional guidance is appropriate to achieve and sustain smooth start-up and effective day-to-day governance. Too often, entrepreneurs place more emphasis on optimistic forecasts rather than objective cashflow, than KYC and finance / project / counter-party / AML risk filters which are essential to start a project with a reasonable level of resilience and capacities for growth and challenge. Similarly, many directors are so caught up in day-to-day business challenges that other matters such as internal quality of governance and record-keeping and compliance may not be given the appropriate attention at the right time. We thus advocate independent compliance, finance, legal and tax reviews as an essential part of securing company good standing, shareholder value, as well as regulatory compliance. Our experienced network of lawyers, finance professionals, business administrators, compliance and tech specialists, provides a rich and diverse pool through which a client can be assisted on all corporate matters ranging from strategy to HR & business contracts, M&A work, tax administration and compliance reassurance, investment and joint-venture contracts.
Of course, certain specialised companies and projects require the preparation of high-level business plans, risk management strategies, as well as finance plans and financial projections. DAL Advisory ensure our clients receive expert guidance and advice throughout, whether your project is a start-up or an established business seeking next level transition, or simply relocating some or all of its operations and team to Malta, or downsizing to a more manageable pace to enjoy more family in a safe sunny European environment. Our specialist approach where we team up with the client’s advisors and or team, ensures a framework of capacities fit for client purpose as well as the demands of the market and regulatory requirements. On the fiscal side, we prioritize tax clarity, covering both local and international aspects, to take full advantage of Malta’s favourable tax credit & shareholder refund system whilst ensuring full respect of client home obligations. In sync with today’s new levels of compliance documentation and monitoring, as and when appropriate; we further support clients with tailored office, HR & IT resources necessary to enable the Malta operation to function and grow in accordance with market challenges, and client advantages.
Our expertise includes the pre and post incorporation process, including completion of Strategy & Business plans, vetting of projections, risk mitigation, as well as the all-important day to day operational, accounting, banking, and legal quality reassurance. It is important to note that Malta as a jurisdiction and our firm in particular is focused start-up and building active companies avoiding letterbox-companies or aggressive tax avoidance schemes all of which fall outside our risk appetite and that of our client profile. In this context a Malta company cannot have bearer shares and the ownership must at all times be clearly communicated to the Malta Business Registry.
– VERSATILITY –
In certain cases; it may also be necessary to establish subsidiaries in other jurisdictions to best manage certain business and cultural challenges, using the Malta company as the integrator or manager of a series of multi-jurisdictional subsidiaries. This is where we assist in terms of building a leadership / governance ESG value for the international group (such as global insurance) via its Malta head, having tailored risk-management, compliance and training systems, utilising Malta cost-effective EU standards and infrastructure in conjunction with subsidiaries researched, established and overseen through our fellow GGI members, enabling the client is presented with a choice of most appropriate jurisdictional options, and equally important service providers.
Today it is a relatively simple process to re-domicile a company incorporated elsewhere into Malta and vice-versa. In recognition of Malta’ strong historic and current UK ties; Maltese companies often hold and manage UK subsidiaries, especially in relation to EU and or Commonwealth activities. Increasingly UK companies are moving their corporate and fiscal residence to Malta, greatly facilitating their EU continuity and development. As EU jurisprudence evolves, so too does the appeal and frequency of cross-border mergers. This is an area where our expertise is even more useful to the client, thanks to the added benefit of trusted GGI colleagues from more than 870 independent professional firms worldwide, many of whom, we have been working with since our 2004 exclusive Malta representation.
– Compliance & Banking –
It is also important to note that in parallel to Malta’s high standards of compliance, transparency and governance, the competent regulatory authority is still very approachable and it is usually possible to set a meeting at a weeks’ notice. Moreover; in cases of complexity or involvement of extraordinary elements; one can apply for an Advance-Tax-Ruling and receive a reply within weeks, thus securing peace of mind in advance about a proposed innovative plan or Malta continuity of an already existing operations flow or holding that is seeking a new home or dealing with a new asset class or new type of transaction security.
Last but not least, one must secure the right banking support, which can only be achieved and maintained on the basis of high quality personal & business/project due diligence and maintained good standing. To achieve this, we assist clients to complete an updated and tailored frame for professional Business Financing & Malta operations plans, providing insight as to source of funding, confidence-inspiring management and market modelling indicating primary counter-parties, jurisdictions and risk assessment / mitigation.
Building Malta success, requires the vision of a long-term plan. We therefore support the client to achieve and maintain safe-smart levels of Malta resources and capacities, safeguarded by a consistent standard of governance achieved via our network’s multidisciplinary integration of the accounting, banking, contracting into transparent accountable systems; ensuring operation and project teams and offices are ‘engineered to’ and evolve as ‘fit for purpose’; corresponding to client objectives, International Accounting Standards, Malta Business Registry guidelines and latest EU governance.
– Advantage Corporate Malta –
This stability of legal form, and robust yet versatile nature of the Malta company, is made stronger by the current compliance and governance framework secured by having one of the world’s most comprehensive regimes of beneficial owner registers, anti-money laundering, counter terrorism and sanctions monitoring as minimum standards for maintaining a Malta company. As such safeguards are ideal to best manage today highly volatile inter-connected world; international entrepreneurs and client advisors alike, are choosing Malta companies as their EU corporate home, attractive also to their bankers, conservative counter-parties and prospective business partners and investors. Such inherent company advantages, are even further enhanced by Malta’s safety, its Mediterranean lifestyle, world class health and education, competitive infrastructure, fair employee focused employment laws, making it very attractive for owners and team members to take up residence here and accelerate the Malta /international build and value generation.