Where a Maltese company is registered and under which law
Companies in Malta are incorporated at the Malta Business Registry, the public registry that keeps the file of every company: its memorandum and articles, its directors and company secretary, its registered office and the annual returns it has filed. The governing statute is the Companies Act (Cap. 386), and the practical entry point is the electronic portal called BAROS, through which incorporation documents are submitted and fees are paid.
A private limited company is the usual vehicle for a trading business, a consultancy or a holding structure, because its shareholders risk only the capital they have subscribed. Because the registry file is public, anyone dealing with the company can read who runs it. That visibility is a feature when you open a bank account or sign a first contract with a larger customer.
Many founders instruct a lawyer, accountant or corporate service provider to submit the filing, and that is common practice. You can still prepare the information yourself beforehand, which shortens the engagement and lowers the professional fee.
Reserving the name and preparing the memorandum and articles
The first practical step is the company name. The MBR will not register a name that is identical or confusingly similar to an existing one, and certain words suggesting a regulated activity, such as bank or insurance, need prior authorisation. Propose a second and third option, so that a rejected first choice does not restart the process.
The memorandum states the name, the registered office, the objects and the share capital with its division into shares. The articles set the internal rules: how directors are appointed, how shareholder meetings work and how shares are transferred. Since Act LX of 2021 the memorandum must also carry a company e-mail address, and the MBR expects the current general proviso wording; documents that still use the old text are not accepted.
Spend time on share transfer and decision rules if there is more than one shareholder. A clause that requires unanimous consent for a sale of shares can save a partnership, or block an exit, depending on how it is drafted.
People and places the company must have
A Maltese company needs a registered office in Malta and a company secretary. The registered office is the address where official mail is served; it can be the premises of a service provider, but the consent of the owner of the address is part of the file. Directors are appointed in the articles or in the incorporation form, and their identity details become part of the public record.
The registry also keeps information on the beneficial owners, meaning the individuals who ultimately own or control the company. Prepare identity documents, proof of address and the ownership chain for each shareholder before filing, because the same package is requested again by banks and payment providers.
A frequent delay is a shareholder that is itself a foreign company. In that case collect the certificate of incorporation, the register of directors and the structure chart of the foreign entity early, and ask your adviser whether translations or certification of the documents are needed.
The MBR registration fee by authorised share capital
The electronic registration fee depends on the authorised share capital. For capital up to €1,500 the fee is €100. Between €1,501 and €5,000 it is €210 plus €12 for each €500 or part above €1,500, so a company with €5,000 authorised capital pays €294. Above that, the fee rises in bands: from €5,001 to €10,000 it is €294 plus €17 for each €1,000 or part above €5,000.
Higher bands continue on the MBR fee page, which also states the amounts for larger capital. These figures were taken from the MBR page on 23 October 2026 and fees can change, so confirm the current schedule before you pay. Choosing a larger authorised capital than you will ever issue raises the registration fee and later the annual return fee, so size it to the real plan.
Professional fees, translation of foreign documents and the cost of the registered office service are charged separately from the statutory fee. Ask for a quote that lists each component.
What happens after the certificate of registration
Once the MBR registers the company, it exists as a legal person and receives its registration number, which on Maltese documents appears with the letter C. That number, the registered name and the registered office must appear on business letters and invoices, so update your templates before the first document goes out.
The next administrative step is tax registration with the CfR and, if the turnover or the type of activity requires it, VAT registration. Those steps are covered in the neighbouring pages of this section. In parallel the company opens its bank account, pays up the subscribed capital as agreed in the memorandum and starts its books.
From the first year the company owes the registry an annual return. It is due within 42 days of its made-up date, and the electronic fee also depends on authorised capital: €85 up to €1,500, €120 up to €5,000, €135 up to €10,000 and €300 up to €50,000. Changes of directors, secretary, registered office and share allotments or transfers have their own forms, generally due within 14 days of the event.
Tax picture and common mistakes to avoid
The CfR describes Maltese companies as subject to corporate tax on worldwide income and capital gains, with shareholders entitled to a refund of part or all of the tax when dividends are paid. The refund rules, not the headline rate, determine the real burden, so a founder should ask an adviser to model a realistic dividend scenario before relying on a figure.
The most common mistakes are practical rather than legal: choosing an authorised capital far above what is needed, filing a memorandum with outdated wording, leaving the registered office consent for last, and forgetting that every later change needs its own filing. Another is treating the incorporation date as the moment trading may start, when the bank account and the tax numbers are still pending.
Keep a corporate file from day one with the certificate, the memorandum and articles, the register of directors and shareholders and each filing receipt. The ecosystem can support the administrative side after incorporation, for example PDF invoices with a company archive in 4invoices.net, but the registration itself is filed only with the MBR.