Company

A company provides limited liability status to its shareholders and is seen as being more professional to the public eye and also allows for eventual transfers in the shareholding of the organisation. A Company’s shares can be transferred from one shareholder to another in time, and can also provide the platform for different levels of control with different voting rights and rights over their shareholding. When shares are transferred, the Company continues to operate without being affected and this helps to provide continuity and smooth transitions of new incoming shareholders who don’t have to change their VAT Number, Income Tax Number, and so on and so forth. The Memorandum and Articles of Association is the statute and basis for any company and this document together with the Incorporation Certificate are two important documents. The M&A is in fact changed when a share transfer takes place. A VAT Number, an Income Tax Number, an Employer Number, a PE Number, and engaging the directors of the Company allow a company to be operational.

Tax Refunds

Certain shareholders who have a great vision for their future growth prospects, opt to go a step further, and set-up not just one company but at least two. In fact they would set-up a holding or parent company to then fully own a subsidiary trading company here in Malta. For many non-resident shareholders this dual structured system would enable a 6/7th refund of tax paid through the dividends of the operational profits of the trading company or 5/7ths in the case of passive income of the same trading company. A dual structure also provides the platform to create a group of companies, which can also help out in the marketing aspect of the Group, and allow further eventual subsidiaries to be created under one group brand name.

Transfer of Shares

Share transfers in Malta involve a number of deliverable forms depending on the involvement and status of the outgoing or incoming shareholder. A share transfer process involves preparing the documentation for the seller, the incoming investor and the agreements and MFSA documentation required to complete this transaction. Certain share transfers are exempt whilst others are subject to duty from the buyer’s end and subject to tax from the vendor’s part. Our task is to see that the transaction is completed in the shortest span of time, and that the new shareholder is registered with the MFSA after getting clearance from the Duty and Tax on Capital Gains Department. Transfers of shares may take place intervivos meaning when the vendor is still alive, or causa mortis implying that the transferor of shares has passed away and the inherited shares are thereby being taken over by the heirs of the shares. A transfer of shares generally would be completed within a matter of two weeks subject to having the full required evidence or documentation from our clients.

Liquidations

Mergers, Divisions, Dissolutions and Liquidations also provide for changes to a company set-up. A merger will see a company being merged into another company where this is wholly owned by another and subject to a number of conditions such as having the same company year ends. A division will see one company being split into two companies in order to protect the continuity of a business between two family members for instance who would want to split the business upon agreed terms. A dissolution and eventual liquidation, in its simplest form, suggests that a company notifies the public of its intention to close the Company and subject to a number of satisfied conditions is able to proceed towards striking off of the Company with the MFSA and other registers held with government departments. These processes can take our team between one to three monthly to complete, and our aim is to reassure our clients that we can complete this in the shortest span of time.