REGISTRATION OF A BUSINESS

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
email:             info@businessfirst.com.mt
 
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 AND EU NATIONALS
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 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.
 
For both Partnership en nom collectif and Partnership en commandite, a deed of partnership has to be registered.
 
 
LIMITED LIABILITY COMPANY (LTD)
A limited liability company may have the status of a public or private company.
 
The obligations when setting up a company are found in this link.
 
Registration process
In order to be registered, the company should submit the required documentation to the Malta Business Registry (MBR). Additional information can be viewed on the Authority's Guide to Registration of Companies.
 
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.
 
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).
 
Fees
Follow these links for a whole list of fees charged for registering a company and submitting annual returns.  To note that the fee for an electronic format has been updated and is in the link.
Payment of fees can be done directly with the 
Registry Online Portal, manually or online. For more detailed information refer to Companies Act (Fees) Regulations 2008.
Additional information can also be accessed through the Malta Business Registry or by viewing the Authority's Guide to Registration of Companies.
 
 
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