Corporate Services

Our firm is licensed by the Malta Financial Services Authority (MFSA), to offer company formations and other corporate services in Malta, through our CSP licenced-entity, One2One Consulting Ltd. This has been enabled through the specializations our people hold in their respective fields. Through this, we are also able to provide expert advice to guide the client on the possible corporate structures that would best satisfy his requirements.
Our services are not only geared to holistically handle the whole setting up of the client’s preferred corporate structure but also extend to the ongoing maintenance of the company.
Latest compliance platforms are adopted by the firm.

Business Structures

We can assist you in selecting the best business structure for your requirements. In Malta, one can trade as a self-employed, as a partnership, as a limited liability company or as a cooperative. Each structure has its own advantages and disadvantages which we adopt specifically to your needs, in terms of legal, vat, tax and management cost considerations.

Business entrepreneurs can use various types and models of business structures in order to carry out their business activities in an effective and efficient manner. At Parker Russell Turner we strive to ensure that our clients are maximising their business strategies through solid business structures.

Every business structure has its advantages and disadvantages so proper guidance is required when planning one’s business strategy through an appropriate business structure. Choosing the wrong structure can have a catastrophic effect on one’s business.

There are instances when being a sole proprietor without any legal structure is enough. Other business situations require that an activity is carried out through an appropriate structure. The most popular corporate structure in Malta is the limited liability company. As its name implies, this structure protects the company shareholders from liability that the company might be facing. There are two other types of partnerships in Malta, namely the partnership ‘en nom collectif’ and the partnership ‘en commandite’. However, the use of the limited liability company surpasses the use of the other partnerships by far.

In Malta, the use of trusts is becoming increasingly popular. Trusts are highly used for wealth management and estate planning.

Company Formations

We can assist clients through the provision of expert advice and in relation to setting up companies in Malta and also in worldwide jurisdictions. The latter we are able to do through our associates in Parker Russell International. We are also able to provide ancillary services to clients such as registered office services and company secretary services.

In Malta

Our firm is licensed by the Malta Financial Services Authority (MFSA), to offer company formations and other corporate services in Malta. This has been enabled through the specializations our people hold in their respective fields.

This ensures that our clients receive expert advise whereby company formations and corporate services are delivered through the highest standards of quality. Moreover, since these services are provided in-house, we are able to provide them through the most competitive prices.

Our services are not only geared to holistically handle the whole setting up of the client’s preferred corporate structure but also extend to the ongoing maintenance of the company. We offer holistic financial solutions to our clients including but not limited to, auditing and assurance, indirect and direct tax advice, assistance and advice on bank finance, accountancy, human resource management, corporate consultancy, other corporate services and fiduciary services.

Through our affiliate company which is a licensed trustee by the Malta Financial Services Authority, we are able to provide expert advice in relation to fiduciary and trustee services to clients.

1. Effective Tax Rate in Malta
Setting up a company in Malta provides numerous benefits, particularly when the ultimate beneficiary owner of the company is not resident in Malta. In these scenarios, the company would be taxed at a rate of 35% but would be subject to a refund claim of 6/7th of the Maltese tax paid. Thus, benefitting from an effective tax rate of 5% on profits arising from the company’s trading activities. This activity does not necessarily have to be carried out in Malta.
On the other hand when the profits arise from passive income, these are taxed at a rate of 35% but would be subject to a refund claim of 5/7th of the Maltese tax paid. Thus, benefitting from an effective tax rate of 10% on profits arising from the company’s passive income generated from interest and royalties.

2. Single Member companies
A single member company may be set up in Malta. This is where the same person is vested with all powers in the company including roles related to the Director, Shareholder, Judicial Representative, Legal Representative and Company Secretary. In the case of single member companies, the only restriction would be that the company may only carry out one trading activity.

3. Time and Cost effectiveness
Having a company set up in Malta, is not only efficient in terms of timeframes but is also cost effective. The company formation process takes an average time frame of five days to be completed. The initial share capital to set up the company may be as low as Eur 1,165. The professional fees to have the company registered are similarly cost effective, when compared to those of other jurisdictions.

Once the company is registered one would need to apply for the Income Tax registration number of the company, which registration number would be issued instantaneously. Registration for the Value Added Tax number together with the opening of the Bank Account in Malta would follow.

4. Documents required to register a company
Prior to registering the company in Malta, the professional body would require to carry out a due diligence exercise on the client in accordance with Anti-Money Laundering legislations in Malta. In this regard, the following documentation would be requested from the client as part of this process:

a) Passports of the involved parties;
b) Proof of residence of the involved parties which may include a utility bill, the driving license or the identity card of the parties;
c) Bank Reference from a recognised bank which confirms a relationship of more than two years during which time the client has conducted his or her account in a satisfactory manner;
d) A confirmation of the source of wealth of the shareholders.

Once this exercise is completed, the client would be required to provide information in relation to the corporate structure to be set up, including:
– Name of company;
– Name of the involved parties;
– Percentage of shares to be owned by each shareholder;
– Share capital to be invested in the company;
– The trading activity which the company will be carrying out.

In Worldwide Jurisdictions

Parker Russell Turner is a member of the international network Parker Russell International.

Through its affiliate members in the network, the firm is able to set up companies in world wide jurisdictions according to the requirements of the client. Companies being set up in Malta may also have as directors companies which are registered in other jurisdictions.

Through our people’s expertise we are also able to advise in relation to what would be the best solution vis-à-vis the requirements of the client.

Types of Corporate Structures

Different corporate structures that may be set up in Malta:

Public Companies
This is the case where a company has more than 50 shareholders owning the company. Such companies would be required to be listed on the Malta Stock Exchange. Due to the size of the company, this structure carries with it considerable requirements.
Limited Liability Companies
Companies having a limited liability are required to have two or more Directors involved in the corporate structure of the company. The shareholders of such companies enjoy a limitation to the liability for debts and obligations contracted under the company.
Single Member Companies
Single member companies have the same attributes as ‘Limited Liability Companies’ however have only one person involved in the structure of the company. This person would be vested with all powers, including, those related to Director, Shareholder, Judicial Representative, Legal Representative and Company Secretary.
Partnerships
In the case whereby two or more persons join to carry out an economic activity, this may be done through the setting up of a partnership. Partnerships do not have the same statutory obligations as companies, however the partners do not enjoy any limitation to their liability for debts and obligations under the partnership.
Sole Traders
In the case whereby one person decides to carry out an economic activity, this may be done through a self-employed status whereby one is not required to register a company with the Malta Financial Services Authority. The person would be required to apply for a Value Added Tax (VAT) number with the VAT Department of Malta, depending on the level of expected annual turnover his or her activity will generate.

Registered Offices

According to the Companies Act 1995 every company set up in Malta is bound by law to have its registered address also here in Malta. At this address the company will receive statutory correspondence from Gouvernment Entities. Therefore it needs to be one which is continuously seen to in order to have statutory and other correspondence dealt with promptly. All company related documents and accounting source documentation must be kept as such office.

Directorship and Company Secretary Services

Our corporate department offers directorship services to clients. This may be done through the setting up of a resident director or also through the setting up of a director company which may be in both on shore and off shore jurisdictions, according to the preference of the client.

The role of the director may be that of an administrative or an operational nature according to the requirements of the client.

Similarly, to this service our corporate department offers company secretary services to clients. The role of the company secretary is mainly to keep minutes of statutory legal obligations and adhere to statutory obligations in accordance with the Companies Act.

Statutory Records & Company Register Documents

Our corporate department offers various services beyond company formation. This includes recording structural changes in the company’s directors, share capital, address, name, and trading activities, as required by the Companies Act. We assist as company secretaries, maintaining statutory records and ensuring seamless execution of changes according to the company’s bylaws and legal requirements. Additionally, we manage updates to bank account signatories and communicate with banks and authorities as needed. For shareholder-related changes, like share transfers or valuations, we handle documentation and guide clients throughout the process.

Bank Accounts

Malta is not only popular for its strong and stable political and economic environment but also for its robust and efficient banking system. Malta hosts a number of established banks both locally based and international banks. The two major banks in Malta are Bank of Valletta plc and HSBC Bank Malta p.l.c.

Banks in Malta undertake a rigorous due diligence process in accordance with Anti Money Laundering regulations. This has been the key to the maintenance of the robust banking system in Malta. At the same time, this process may bring about ambiguity to the client. Therefore our corporate department handles the whole process on behalf of the client, whereby we do not only liaise with the respective bank of choice of the client, but also prepare and submit all the necessary documentation.

We also handle on behalf of the client other ancillary banking services including but not limited to, the opening of personal bank accounts for the client, applications for online banking, applications for debit and credit cards, payments to third parties and issuing bank drafts or cheque books.

Through our international network, Parker Russell International, we are also able to extend these services to any other jurisdiction according to the preference of the client.

Re-Organisation & Insolvency

The Companies Act largely regulates the proceedings for the liquidation of companies. However in certain cases of insolvent liquidations, other general rules and principles of civil and commercial law may also apply.

Corporate insolvency, in whichever way it is brought, brings to light a number of legal issues affecting the rights of all those concerned whilst also effecting the ranking of creditors, and the issue of compliance with various legal procedures intended to safeguard the interests of the parties involved. Thus at Parker Russell Turner we provide guidance and advice in relation to such proceedings and actions.

When we are appointed as liquidators, we see that the best interests of all stakeholders, be they the shareholders, creditors and any other party, are safeguarded. Where necessary, we also appoint experts to assist in the liquidation and realisation of the assets of the company and in the collection and settlement of liabilities.

We also accept appointments as liquidation accountants. In these instances, we liaise and work hand in hand with the liquidators. We assist liquidators in the preparation of liquidation accounts and scheme of distributions

Corporate Insolvency

Sale of Business Concerns

When an entrepreneur decides to sell his business concern, he would definitely need sound advice on tax and other implications such transfers imply. We offer advice both on relative procedural issues as well as on the due diligence requirements of the transferees.

An important issue to consider when effecting transfers is the importance of contacting the bankers of the entity and advising them of the changes in ownership. Again, in this exercise due diligence procedures are of the essence. Part of our expertise is contacting and liaising with the banks and submitting to them the necessary documentation in order to satisfy their due diligence requirements.

A transfer of a business concern can occur in a number of situations, like:

When the assets of a business concern are transferred to another person, and the existing business ceases to trade;
When the existing owner dies or retires from business, and the business assets are taken over by another person;
When only part of the business concern is transferred;
When the assets are transferred from one person to a new legal entity-for example a sole proprietor may decide to register a company and transfer his business therein.