Incorporating in Malta

[bandanna]

Heard many things about incorporating in Malta, but reality is just ”¦ full of surprises. Long processes, slow pace, and many services just were either overpriced or didn't demonstrate trustworthiness in any way. Many of those.



I'd like to ask:

- Do you advise having a corporate lawyer review the constitutional documents (memorandum and article of association maknly)? Any recommended service?



- Is there in fact any difference between having a nominee director vs. one of the shareholders being the director (non is a resident in Malta)? ”¦ one of them lives in Portugal under NHR and looking to benefit from dividends 0% in PT due to DTA. Seems like if authorities start digging either has the same amount of risk.



- What are important points to make sure exist in the constitutional documents so we are protected from any issues with the nominee director? How can we make sure the agreement protect us enough to fire him if needed?



- If somebody here helps with setting a corporate in Malta as a service (incl director option), or can help with legal review of the agreements we have, that'd be great!



Thanks!

 

[Sols]

Yes. Articles have to‍ be purpose specific in Malta. Have your lawyer/corporate service provider draft them, based on your⁠ requirements.

Yes, it makes a difference. Director in Portugal is︁ an easy way to make the company tax resident there. See the many other threads︂ about Portugal NHR program and how it's not really designed for something like this.

A lot︅ of trust goes into appointing a director. Work with a regulated, reputable nominee provider. Study︆ the nominee agreement and have a lawyer check it for you, so you understand the︇ risks and have an opportunity to address them right away.

Gather KYC on the directors︈ and on the provider. Make sure you have enough information on hand to sue them︉ or can report them to law enforcement.

Aside from that, make sure the shareholders can︊ remove a director immediately and with ease. You can prepare resignation paperwork in advance and︋ have a backup director on standby to take over.

Since the director is often a︌ signatory, keep an eye on your bank accounts. Shareholders (who aren't directors or relevant employees)︍ don't have signatory rights on the accounts, but view access is usually fine.

 

[bandanna]

Thanks for the reply @Sols , I’m glad didn’t ink anything yet and will be‌ consulting with a corporate lawyer indeed.

When you say nominee agreement, are you referring to‍ LoE or memurandom/articles of association? (Or perhaps in general any)

 

[Sols]

LoE or similar agreement which dictates‍ the relationship between the directors and shareholders/UBO. Sometimes, all it does is reference the law⁠ on how directors should act and behave. These should also be clarified in the M&AA.⁤

 

[AHK84]

Sorry to Highjack your post, but can I ask how much are you being quoted‌ for a company formation, as I am in the same boat and looking to save‍ money not sell a kidney to do a formation.

 

[landogarner]

I am a bit late in this topic but I hope there is still interest.‌ First of all let me tell you that ALL agents for company creation you will‍ find via Google are ripping you off. There are mainly Maltese and Germans who offer⁠ very simple services at prices of around EUR 7000,- for a simple one-director Limited Company⁤
Their main job is to do a very thorough KYC with you in order to⁣ protect themselves against helping somebody to create a company for criminal activities. My advice is⁢ to look for a Maltese accountant firm, not too big, to do the job. Cost︀ will be less than half in that case and the process takes only few weeks.︁ I would be able to name a reliable accountant but please understand that I will︂ not do so not knowing anybody and his intentions here in person.

What you can︃ absolutely forget is to have a Maltese bank account. Unless you are a real criminal︄ or a rich Chinese coming with 2 digit million USD you will not have one︅ for your company. Believe me, I have tried with a very simple, straight-forward company for︆ years before giving up. In fact the honest agents propose to help with a Swiss︇ bank account right away, the less honest promise to help with a Maltese account against︈ high fees which are paid in vain.

@bandanna : To sum up for you, do︉ not look for a corporate lawyer but an accountant. However, if you really need a︊ director service you will have to go the expensive way via CC or others. They︋ will offer director and registered address at very high fees and with a long procedure.︌ Accountants only offer registered address to my knowledge.

 

[Gediminas]

Hey,

Of course, documents should be examined by a lawyer or other experienced︆ person, especially when you involve a nominee or have more than one shareholder.

If the︇ director is indeed a licensed nominee (you sign an indemnity and trust deed) normally it︈ should be very easy to change it.

If the director is not a licensed nominee,︉ changing or revoking him is generally more difficult.

 

[bandanna]

TBH best thing i've done is finding a good corporate lawyer, who reviewed LoE, POA,‌ and MAA documents. Without him I'd not know how screwed I would be if I'd‍ sign those. I totally advise anybody looking to incorporate in Malta to take the extra⁠ step of precaution. Happy to share contact as well.

 

[FDS ADS]

First of all, can you explain to us your organizational structure? Citizenship and︆ residency of shareholders? What is your business activity?

 

[Allenk]

Would you mind sharing who you used? We're looking for something similar.

This has been︃ so useful, thank you! We are looking for an accounting firm to do this for︄ us. Could you PM me any recommendations?

Really appreciate this, could you share the contact details︉ of the lawyer.