Every Maltese company must have at least the following:

1. One director;
2. A company secretary;
3. A registered office in Malta;
4. A minimum share capital of €1,165 which may be 20% paid up;
5. Shareholders may be a minimum of one, certain conditions apply.

When all the requisite documents have been handed over to us and when matters such as the company’s Memorandum and Articles of Association and the share capital transfers have been settled, it generally takes a couple of days to register the company.

Local legislation obliges subject persons, such as Fenlex, being a corporate service provider, to carry out customer due diligence measures prior to client engagement as well as throughout the business relationship when carrying ongoing monitoring of such relationship. In addition, every subject person is legally required to have client acceptance procedures in place, which mirror the requirements of both the Prevention of Money Laundering Funding of Terrorism Regulations (PMLFTR) and Implementing procedures. Consequently and in accordance with our AML procedures we are therefore obliged not only to request such documents that may be necessary to identify and verify the applicant for business at engagement stage, but Regulation 7 (2) b makes it further clear that when carrying ongoing monitoring of a business relationship, we are further obliged to ensure that such documents, date or information obtained and held in respect of the applicant for business are to kept up to date.

Fenlex will require the following documents:

In the case of an individual business applicant, ultimate beneficial owners of corporate entities within the proposed structure,as well as trustee, settlor, protectors of Trusts and Politically Exposed Persons, owning more that 25% of the shares:

• Passport/Identity Card/Driving License/Residence Card a certified true copy of passport;
• Utility Bill or Bank Statement or any of one of the above, where a clear indication of the residential address is provided;
• Bank reference (addressed to Fenlex Group or to the Bank where the customer intends to open a bank account ) or any one or more of a Professional reference/CV/Clean Conduct Certificate (as the case maybe and subject to risk review);
• an independent verification of the residential address of the private ultimate beneficial owner in the form of a utility bill or print-out from the public telephone directory;
• a police conduct certificate;
• Declaration of Origin of Funds.

In the case of a corporate beneficiary/s:

• Memorandum & Articles of Association / Certificate of Incorporation;
• Good Standing Certificate / Certificate of Incumbency;
• Official corporate document reflecting the directors, such as the Memorandum & Articles of Association or Register of Directors;
• Register of members or Share certificates
• A copy of the last audited financial statements
• Bank reference, as and when it is deemed necessary
• An organisational / corporate structure chart showing the ownership structure (duly signed by the director).

As part of our service we provide a tailor made list of due diligence documentation based on the proposed corporate structure. Due diligence requirements may change from time to time as procedures are updated by the Financial Intelligence Analysis Unit whose guidelines we follow.

A Maltese company must be set up with a minimum issued share capital of €1,165, which share capital may be denominated in any convertible currency and of which at least 20% of the nominal value must be paid up on subscription.

Maltese law caters for single member companies though a number of restrictions apply such as the fact that such companies may not have a corporate director, amongst other requirements. For more information on single member companies feel free to contact us.

No, the Company Secretary does not have to be Maltese. Indeed, in accordance with Maltese law, the Company Secretary is an officer of the company, having considerable responsibilities and whose duties relate to the administration of the company and to ensuring that the company remains in good standing. Hence it is always advisable to appoint an individual who is familiar with Maltese company law or a corporate company secretary must be one that is duly registered under the Company Service Providers Act.

Yes, (with a few exceptions where a person is legally not permitted to hold office) a director may be resident, non-resident, individual or corporate entity. It is quite common that we have detailed discussions with clients when structuring companies to ensure that the board as composed does not in any way compromise the tax position of the company in Malta in terms of place of management and control. We offer clients both corporate as well as individual directors.

Costs vary according to the activity the company carries out and the amount of services that one outsources. Simple holding structures are usually inexpensive to maintain whilst companies with high level of activity and large amounts of transactions are of course costlier. We strive to offer clients value for money and very often discuss fees with clients and do at times enter into fixed fee arrangements.

All companies need to have a registered office that is not necessarily its fixed place of business.