How to Set Up a Limited Company in Malta in 2026

A limited company is how most founders set up in Malta. Your liability stops at the amount unpaid on your shares, the minimum share capital is €1,164.69 with only 20% paid up, the capital can be in any convertible currency, and an exempt company can be owned and run by one person.

The hard part is the detail in the documents. The memorandum must state the objects, the capital, every class of share, the first directors and the secretary, and Maltese law has firm rules on who can be secretary, which shares can be redeemed and when a company counts as exempt. Choices made at formation are expensive to change later.

This is where we come in. We handle your limited company formation in Malta from start to finish: the structure, the memorandum and articles, the share classes, the capital deposit, the ownership forms and the filing. One team, one clear price from €1,299, and the company is ready in about a week.

Want the wider picture of company types, tax and costs first? Read our Malta company formation guide.

Why Set Up a Limited Company in Malta

A limited company in Malta protects the owners' personal assets, needs very little capital, can be owned by one person and gives access to the refund system that brings tax on trading profits to about 5%. Banks, auditors and regulators all know the structure well.

Limited Liability for Owners

The members of a Malta limited company are liable only for the amount unpaid on their shares. Once the shares are paid up, a company debt is the company's debt, not yours. The exceptions are narrow and mostly cover fraud, wrongful trading and dealings before the company exists.

Low Capital in Any Currency

The minimum authorised capital is €1,164.69, and only 20% of each share, €232.94 at the minimum, must be paid in at the start. The Companies Act also lets you state the capital in any convertible currency, as long as it is worth at least the euro minimum on the day the memorandum is registered. The accounts are then kept in the same currency.

One-Person Companies Allowed

A private exempt company can have a single shareholder, and its sole director can also be the company secretary. That makes a one-person Malta company possible without a nominee or a second officer, as long as the company meets the exempt conditions. It is one of the most common requests we get for Malta Ltd company formation. If you are still deciding between a sole trader registration and a company, read our guide on starting a business in Malta.

About 5% Tax on Trading Profits

A Malta company pays 35% tax, and its shareholders claim back six-sevenths of the tax on trading profits when it pays a dividend. The net tax is about 5%. Holding companies can get a full refund or the participation exemption on qualifying dividends and gains.

Known to Banks and Partners

Limited company formation in Malta is routine: more than 3,600 private companies were registered in 2025. Banks, payment providers and auditors see the structure every day, which makes onboarding easier than for an unusual vehicle from a smaller jurisdiction.

Types of Limited Company in Malta

Malta has two kinds of limited liability company: private and public. Most founders set up a private company, and many qualify as a private exempt company, which unlocks the single-member and one-officer rules. A public company is for businesses that want to offer shares to the public. Choosing between them is the first decision in how to set up a limited company in Malta.

Private Limited Company

For Malta Ltd company formation, a private company's memorandum must restrict share transfers, limit the members to 50 and ban any offer of shares or debentures to the public. Joint holders count as one member. Under the model articles, the directors may refuse to register a share transfer without giving reasons, which keeps control inside the company.

Private Exempt Company

An exempt company is a private company that meets two extra conditions written into its memorandum: no more than 50 debenture holders, and no company acting as director, with no arrangement letting anyone outside the directors, members and debenture holders set its policy. A company can still own shares in it. In return, it can have a single member, its sole director can be the secretary, and a small exempt company files fewer documents with its accounts.

Single Member Company

Only an exempt company can have one member. Its objects must name its main activity, and it must notify the Registry within 14 days when it becomes, or stops being, a single member company. The single member takes the decisions of the general meeting, and agreements between the member and the company go in a separate minute book.

Public Limited Company

A public company needs authorised capital of at least €46,587.47 with 25% paid up, and at least two directors. A private company can convert to public, or back, by changing its memorandum and filing the documents the Act requires, which for a conversion to public include a recent audited balance sheet.

For limited company formation in Malta, our guide to Malta company formation requirements lists every rule in one place.

Read more: Malta company formation agents and services and company formation vs incorporation.

How to Set Up a Limited Company in Malta

How to set up a limited company in Malta comes down to seven steps: choose the type and name, decide the share capital and classes, draft the memorandum and articles, appoint the directors and secretary, pay in the capital, file online with the ownership forms, and register for tax and VAT. With a complete file, Malta Ltd company formation at the Registry can take as little as 24 hours.

Choose the Type and Name

Decide whether the company will be a private company, an exempt company or a single member company. The name must end in "private limited company", "limited" or "ltd." and must not be the same as, or confusingly similar to, an existing name, so search the Malta company register first. Words such as "nominee", "trustee" and "fiduciary" need authorisation. A name can be reserved for €10 for three months.

Decide the Share Capital and Classes

Set the authorised capital, the number and value of shares, who takes them and how much is paid up. Decide now whether you need different classes, such as preference or non-voting shares, because class rights must be stated in the memorandum. This is the step in how to set up a limited company in Malta that is hardest to change later.

Draft the Memorandum and Articles

The memorandum sets out the company's name, registered office and email, objects, capital and share classes, first directors, who represents the company and the first secretary. The articles set the internal rules. If you file no articles, the model articles in the law apply.

Appoint the Directors and Secretary

A private company needs at least one director and a company secretary. Each director signs a consent and declaration form, dated within one month of filing. In an ordinary private company, the sole director cannot also be the secretary.

Pay In the Capital

In limited company formation in Malta, at least 20% of each share must be paid when the memorandum is signed. The Registry asks for a bank deposit slip showing the money was paid into an account for the company in formation, with the company's name on it.

File Online With the Ownership Forms

The documents are signed with qualified e-signatures and filed through BAROS, the Registry's online system, with the beneficial ownership declaration. The Registry fee is €100 for authorised capital up to €1,500, as our guide to Malta company registration fees shows. Since July 2026, a company owned only by individuals, with no trustee or hidden owner, can use its register of members as its ownership register.

Register for Tax and VAT

The tax number is issued automatically on registration. VAT is a separate registration and the final part of how to set up a limited company in Malta: under Article 10 for most trading companies, or Article 11 for small local businesses under €35,000 a year. See our guide on how to register for VAT in Malta.

Share Capital and Share Classes

Share capital is where Malta's limited company rules are most specific. The law sets a minimum, a paid-up percentage, rules on which shares can be redeemed and how class rights change. Getting this right is the part of how to set up a limited company in Malta that saves the most money later.

Minimum Capital and Paid-Up Shares

A private company needs authorised capital of at least €1,164.69. If the authorised capital equals the minimum, it must all be taken up, and if it is higher, at least the minimum must be taken up. At least 20% of each share is paid on signing, and the same 20% applies to later share issues.

Capital in Another Currency

The capital can be stated in any convertible currency. The minimum is tested at the euro value on the day the memorandum is registered, and the company keeps its accounts in the same currency as its capital. A dollar or sterling company can therefore report in its trading currency.

Paying for Shares in Kind

Shares can be paid for with assets instead of cash. Normally an independent expert must value the assets, but for a private company a director's declaration is enough for assets worth up to €50,000.

Ordinary, Preference and Non-Voting Shares

Shares can carry different rights on dividends, voting and the return of capital, so preference and non-voting shares are allowed. Every company must have ordinary shares, ordinary shares can never be redeemable, and only preference shares can be issued as redeemable. Redeemable shares must be fully paid and can only be redeemed out of profits or a fresh issue.

Changing Class Rights

Under the model articles, the rights of a class can be changed with the written consent of holders of three quarters of the class, or an extraordinary resolution at a class meeting. Investors often ask for their own protections on top of this.

Memorandum and Articles of a Malta Ltd

The memorandum and articles are the company's constitution, and they are where most of the work sits when you plan how to set up a limited company in Malta. The memorandum carries the facts the Registry needs. The articles carry the rules that govern how the company is run, and that is where owners usually protect themselves.

What the Memorandum Must Contain

The memorandum must state whether the company is private or public, the subscribers' names and addresses, the company name, a registered office in Malta and an email address, the objects, the authorised capital and its division into shares, the shares each subscriber takes and how much is paid, the rights of each class, the number of directors and the first directors, who represents the company, the first secretary and the company's duration, if limited.

The Objects Clause

The objects cannot simply say the company may carry on "any lawful purpose" or trade in general. They must describe what the company will do. A single member company must also name its main activity, and its business must mainly be that activity.

The Articles and the Model Articles

Articles are optional. If a company files none, or does not exclude them, the model articles in the Companies Act apply. In Malta Ltd company formation for foreign owners, most companies file their own articles, covering share transfers, pre-emption rights, board meetings, quorum and dividends.

Changing the Memorandum or Articles

Changes are made by extraordinary resolution and filed with the Registry within 14 days. A change has no effect until it is registered, so update the documents before you rely on the new rule.

Read more: how to set up a Malta holding company and special purpose vehicles in Malta.

Directors and Company Secretary Rules

A private company needs at least one director and a company secretary. Neither has to live in Malta. The law sets who can hold each role, what a director owes the company and when a director can become personally liable, so picking the officers is a key part of how to set up a limited company in Malta.

Who Can Be a Director

A director can be an individual or, in an ordinary private company, another company. An exempt company and a single member company can only have individual directors. A person cannot be a director if they are an undischarged bankrupt, have certain criminal convictions such as fraud or money laundering, are under a disqualification order, or act as a professional director without MFSA authorisation.

Directors' Duties

Directors must act honestly and in good faith in the company's interest, run and supervise the company, and show the care of a reasonably diligent person, judged both objectively and against their own skills. They may not make secret profits, use company property or opportunities for themselves or act with a conflict of interest. Liability for breach of duty is joint and several.

Wrongful Trading

If a company is wound up insolvent, a director who knew, or should have known, that there was no reasonable prospect of avoiding insolvency can be ordered by the court to contribute to its debts. This applies to shadow directors too, so owners who give instructions behind the scenes are not protected.

The Company Secretary

Every company must have a secretary. The sole director of an ordinary private company cannot also be the secretary, but in an exempt company one person can hold both roles. A company can be secretary only if it is an authorised company service provider, and a vacancy must be filled within 14 days. Through our partners, company secretary services start from €900 + VAT a year. See our pages on company secretarial services in Malta and company director services in Malta.

Liability of a Malta Limited Company

Limited liability is the main reason to form a company, and in Malta it is strong. The members are liable only for the amount unpaid on their shares. The exceptions are deliberate and narrow.

In limited company formation in Malta, the most common trap is the first one. Do not sign contracts, open accounts or take payments in the company's name until the certificate of registration is issued, because the company only exists from the date on that certificate.

Running a Malta Limited Company

Once registered, a Malta limited company keeps statutory registers, holds an annual general meeting or uses written resolutions, files an annual return and financial statements, and reports changes within 14 days. Most of this is the company secretary's job.

Registers and Records

The company keeps a register of members, minutes of general and board meetings, a beneficial ownership register and its accounting records. The registers are kept at the registered office or another place in Malta stated in the memorandum, and accounting records are kept for 10 years.

Meetings and Written Resolutions

Every company holds an annual general meeting, no more than 15 months apart, with the first within 18 months of registration. A private company can use a written resolution signed by all voting members instead, including for the annual meeting, except to remove a director or auditor early.

Yearly Filings and Audit

A private company within two of three limits (balance sheet €46,600, turnover €93,000, two employees) is exempt from the Companies Act audit, and under the Audit Exemption Rules 2025 it can file a cheaper review report for tax, or nothing at all if it is within all three. Our page on audit services for Malta companies covers the options.

Read more: Malta annual return and beneficial owner confirmation and how to file a Malta company tax return.

Business Banking for a Malta Limited Company

A Malta limited company needs a bank account in its own name before it can trade properly. Maltese banks meet new business clients by appointment, ask for a full ownership chart and charge foreign-owned companies separate fees, up to €175 a month at HSBC Malta, and reviews take weeks or months.

Our banking partners are licensed e-money institutions, regulated in the EU and the UK. They open multi-currency accounts online in days, from €30 to €100 a month, with no minimum balance. We prepare the bank file during limited company formation in Malta, so the account can open soon after the certificate. Read more about opening a Malta business bank account.

Malta Ltd vs Cyprus, Ireland and UK Limited Companies

Founders who look at limited company formation in Malta usually compare it with Cyprus, Ireland and the UK. All four use an English-style limited company. The differences are in capital, director rules, audit and tax.

When you weigh how to set up a limited company in Malta against these, Malta asks for a little more capital and paperwork, but gives the lowest effective tax on trading profits through the refund system, inside the EU.

Malta Ltd vs Cyprus Ltd

Compared with Malta Ltd company formation, a Cyprus company needs no minimum capital and pays a flat 15% tax since January 2026, with no refund step, but every Cyprus company needs an audit. See our guide to starting a limited company in Cyprus.

Malta Ltd vs Irish and UK Companies

An Irish LTD charges 12.5% on trading profits and needs an EEA director or a bond, as our guide to setting up a limited company in Ireland explains. A UK Ltd is the cheapest and fastest to set up, at €350 with us, but sits outside the EU, as our guide on how to set up a limited company in the UK shows.

Closing a Malta Limited Company

A Malta limited company can be closed through a simplified dissolution or a members' voluntary winding up, and the Registrar can strike off a company that has stopped operating. Plan the exit before you need it, because liability can survive a striking off.

Simplified Dissolution

A company registered for at least six months can use the simplified route if, in the previous six months, it has not traded, changed its name or employed anyone except officers, has no outstanding Registry filings or penalties and no pledged shares. Its debts must be paid, its assets must be €5,000 or less, its bank accounts closed and its VAT deregistration filed. It is struck off three months after the notice is published.

Members' Voluntary Winding Up

A solvent company with more assets or activity is wound up by extraordinary resolution, with a declaration of solvency from the directors that the debts will be paid within 12 months. A false declaration is a criminal offence. The company is struck off three months after its final accounts are published.

Common Mistakes When Setting Up a Ltd Company in Malta

Most mistakes when setting up a Ltd company in Malta happen in the documents, and they show up later at the bank, the audit or the Registry. These are the ones we see most.

Making One Person Director and Secretary in a Non-Exempt Company

In an ordinary private company, the sole director cannot also be the secretary. Founders who name themselves in both roles have the file sent back. Either qualify as an exempt company, with no corporate director, or appoint a separate secretary through a licensed provider.

Writing "Any Lawful Purpose" as the Objects

The objects must describe the business. A memorandum that says the company can do anything lawful is not accepted. Describe the real activity, and for a single member company name the main activity, because the business must mainly be that activity.

Issuing Redeemable Ordinary Shares

During Malta Ltd company formation, investors sometimes ask for shares that the company can buy back. In Malta only preference shares can be redeemable, and ordinary shares never can. Plan the investor's exit with redeemable preference shares or a share buy-back, not with ordinary shares.

Trading Before the Certificate Is Issued

People who sign contracts or take payments in the company's name before it is registered are personally liable for those dealings. Wait for the certificate, which can come within 24 hours of a complete file.

Letting a Two-Member Company Run With One Member

If an ordinary private company ends up with one member and keeps trading for more than six months, that member becomes personally liable for the period. When a shareholder leaves, either add a new member or convert the company to a single member exempt company and notify the Registry within 14 days.

Bottom Line

A Malta limited company gives you limited liability, low capital in any currency, a one-person option through the exempt company and an effective tax rate of about 5% on trading profits. The rules for limited company formation in Malta on the memorandum, share classes, directors and the secretary are precise, and small mistakes send a file back.

If you are working out how to set up a limited company in Malta, start with the type, the share capital and the officers, then let the documents follow. We handle Malta Ltd company formation from €1,299, with the office and secretary from our partners and the bank file ready on the day of registration.

Sources

• Companies Act, Cap. 386
• Companies Act (Fees) Regulations, S.L. 386.03
• Beneficial Owners Regulations, S.L. 386.19
• Malta Business Registry, formation and registration
• Malta Business Registry, annual filings
• Malta Business Registry, share transfers through BAROS
• Malta Business Registry, Annual Report 2025
• Audit Exemption Rules 2025, L.N. 139 of 2025
• Company Service Providers Act, Cap. 529