One of
the first decisions you will need to make when you are about to set up your
business is what legal format you want to operate under. This is one of the
most important decisions you need to take at an early stage as it will
determine how you will operate your business.
The type
of legal format you choose depends on what type of business you will be setting
up and what industry sector you will be operating in. In addition, it also
depends on the number of people investing money in the new venture.
The
possible registration options are:
·
Self-employed
·
Partnership
·
Limited
Liability Company (Ltd)
·
Cooperative
Business
First can provide information on the formalities related to registering your
business. One may contact Business First
on:
Tel: 144
or +356 25422020
or visit
Business First Office at:
Ċentru Joseph Grech
2nd Floor, Cobalt House
Notabile Road
Mrieħel, B'Kara, BKR3000
MALTA
One may
also need to refer to the Licence and
Permits section under the tab STARTING
in this website since specific business activities may require a license or
permit to operate in Malta.
SELF-EMPLOYED
MALTESE
The commencement
of employment for self-employed persons requires the following:
Registration for Maltese
Citizens is to be made via eform by following this link.
EU NATIONALS
EU citizens already in possession
of a Maltese Social Security number and an Income Tax number are required to
fill in the Jobsplus Engagement form and the VAT new number registration form. These may be effected
either by accessing the links provided or alternatively applicants can visit
Business First office (address above) for assistance.
EU
citizens who are yet to start Self-Employment must first apply for a Social Security number and fill in a Jobsplus Engagement
form. Once the social security number has been issued,
within 2-3 working days, the Income tax number is then generated and applicants
may proceed with the VAT new number registration form. Alternatively,
applicants can visit Business First office for assistance.
What
documents do I need to bring with me to register as a self-employed through
Business First?
·
You will
need to get your Social Security Number and Income Tax number (if known);
·
A valid
Identity Card or Passport
General
Provisions
No
citizen of the EU or his/her dependant can pursue activities as a
self-employed, unless s/he:
·
is
registered as a self-employed person;
·
operates
from a registered address and satisfies all other requirements that are
normally required for a self-employed Maltese national, including all matters
relating to registration and taxation; and
·
has the
ability to support him/herself and such dependents accompanying him/her.
Non-EU
Nationals
In
respect of third country nationals, an employment licence is required and is
only granted in exceptional cases. In order to qualify for self-employed
status, a third country national must meet one or more of the criteria found in
the following guidelines.
NON-REGISTERED PARTNERSHIPS
The persons
wishing to form a partnership are to create a 'Deed of Partnership'
through a notary. Once done partners have to be individually registered
with Jobsplus as
self-employed. For further information and application submission kindly refer to
the online link. Note that in order to make
use of the online application, one is required to log in on the Jobsplus portal first. Following that,
partners are to submit the Registration of a Partnership form including a copy of the Deed of
Partnership in order to obtain an Income Tax number. Subsequently the VAT application form has to be filled in by one of the partners; however
both partners need to fill in the Partnership Registration form. The partnership can start trading as long as the
required permits and registrations have been carried out.
For more information, kindly
contact Business First (details above).
REGISTERED
PARTNERSHIPS
The Malta Business Registry (MBR), established under
Subsidiary Legislation 595.27, is responsible for the registration of new
commercial partnerships, the registration of documents related to commercial
partnership, the issuing of certified documentation including certificates of
good-standing amongst others, the reservation of company names, the collection
of registration and other fees, the publication of notices and the imposition
and collection of penalties. The Registry also conducts investigations of
companies and the keeping of the company and partnership register.
The different types of commercial partnerships:
(a) The Partnership
En Nom Collectif;
(b) The Partnership
En Commandite; and;
(c) The Limited
Liability Company.
All 3 types of commercial partnerships enjoy a legal personality
distinct from that of its members.
PARTNERSHIP EN NOM
COLLECTIF:
·
Is formed by two or more partners;
·
Operates under a partnership name;
·
Has its obligations guaranteed by the unlimited and joint and several
liability of all the partners;
·
The partners will be exposed to a joint and several liability if the
partnership does not have enough assets; and
·
Must have a deed of partnership which is signed and delivered to the
registrar before the Certificate of Partnership is issued.
PARTNERSHIP EN
COMMANDITE:
·
Operates under a partnership-name;
·
Must have at least one ‘general partner’ with unlimited liability, and
if more than one, the general partners must have a joint and several liability;
·
Must have at least one ‘limited partner’ with limited liability who
agrees to contribute the capital of a specific sum to the partnership;
·
Has a separate legal personality which is separate and distinct from
that of its partners and has its own legal personality;
·
Must have a capital which may or may not be divided into shares;
·
Cannot be liable to a debt which is beyond the amount contributed or
agreed to be contributed but not yet paid;
·
The administration of the partnership is vested in the general partner;
and
·
Must have a deed of partnership which is signed and delivered to the
registrar in order for the Certificate of Partnership to be issued.
Both Partnership en nom collectif and Partnership en commandite need to register with the Malta Business Registry, submit a deed of partnership. A Partnership Certificate is issued. In this case, the the partners are considered as employed by the Partnership and hence need to fill in the Engagement Form - Employed. The new partnership needs to have a common VAT number and need to acquire a PE number from the Inland Revenue Department.
LIMITED LIABILITY COMPANY (LTD)
The obligations when setting up a company are found
in this link.
Registration
process
Alternatively
you can register directly with the MBR online. First
you need to register for an account and install a digital certificate using
your local electronic identification (e-ID). For further information on how to
use the online Malta Business Registry and filing services kindly refer to
these guidelines. It is
strongly suggested that one uses a local practitioner for guidance and to register
your business online. One may also use the services of a Corporate Service Provider (CSP). A list of CSPs may be found here.
What
documents do I need to take with me to register my company at MBR?
·
The Memorandum and
Articles of Association of the company duly signed in original by the
shareholders or their authorised representatives (in the latter case, including
powers of attorney/resolutions as appropriate). It is recommended that you seek
an accountant, lawyer or consultant to help you compile this documentation.
·
Documentary
evidence (including expert's report in the case of non-cash consideration) that
the paid up share capital has been made available to the company in formation.
The Bank advice slip should show the name of the company in formation.
·
Documentary
evidence of identity (copy of passport/official I.D. card) of all individuals
involved in the company (directors, shareholders and secretary). In the case of
foreign corporate directors or corporate shareholders, a certificate of good
standing issued by the foreign company registry is to be submitted.
·
Satisfactory
bank or character references on non-EEA resident shareholders, including on
corporate shareholders.
·
Cheque
for registration fees (kindly refer to FAQs for fees). If certified copies are
ordered, these are to be added to the appropriate charges.
·
All
documents submitted in copy (not original) are to be certified true copies
(i.e. signed as a true copy of the original by a notary/lawyer. ROC may
also accept copies endorsed by an accountant/auditor).
Registration for VAT and PE number
The compilation of this eForm provides a single channel for
the commencement of operations of an MBR-registered company as it amalgamates
all forms needed by the various local authorities/agencies into one submission.
This eForm
shall be used in cases where a company registered with the Malta Business
Registry does not have a valid VAT number but needs a VAT Identification number
for VAT grouping purposes. An application submitted through a registered practitioner with CFR is obliged to fill in the Authorisation Letter.
Fees
COOPERATIVES
What
needs to be done?
A group
of people registering their activity as a co-operative society need to register
directly with the Cooperatives Board by filling out and submitting the relevant
application form. Together with the
application form and the cooperatives’ statute, the cooperative must also
submit a business plan to the Cooperatives Board for evaluation. It also needs
to inform the Board who the members are by filling out Form B ‘Notification of
Members of a Cooperative Society’. All relevant forms, a guideline statute
as well as information on the fees involved may be accessed on the Cooperatives Board website. Assistance and guidance
on matters relating to co-operatives is also available from the Malta Cooperative Federation.
LEGISLATION
Co-Operative
Societies Act
RESOURCES
Jobsplus
Jobsplus Resources (forms) Note: In order to access the online
applications, one is required to login on the Jobsplus portal first.
Malta Business Registry
Commissioner for Revenue
Social Security Department
last updated June 2020