Corporate & Commercial

SB Advocates provides assistance and advice to Maltese and foreign investors to conduct business in Malta. Such assistance and advice ranges from company formation to re-domicile advice, from corporate re-structuring to shareholder transfers, from mergers to acquisitions, from division of companies to corporate joint ventures. Other services include corporate finance transactions, insolvency proceedings and assistance in litigation procedures between shareholders, directors or other company officials.

SB Advocates offers legal services related to limited liability companies, partnerships en nom collectif, the sole trader, as well as other forms of business partnerships and ventures.

SB Advocates also provides advice on company law matters, such as directors’ duties and obligations, shareholder’s duties and obligations, corporate fiscal obligations, as well as other regulatory duties and obligations.

Company secretarial services through experienced lawyers are also provided. Lawyers at SB Advocates have provided such services to numerous local companies, amongst them international companies operating in the Maltese textile industries, such as Abanderado and Government owned Companies such as the Industrial Projects & Services Limited (IPSL).

SB Advocates joins up with other professional service providers, such as audit firms, accountants and other law firms when more specialized advice and assistance is needed in the best interest of the client. Such ventures are made in full transparency towards the client.

SB Advocates acknowledges that the most common method for entrepreneurs to join up and enter into commercial ventures is by forming a limited liability company, which may be public or private. To this effect, some information as to limited liability companies is here under provided.

The approval of the Registrar of Companies is required prior to the setting up of a limited liability company. Furthermore, in cases of companies which are to operate in particular sectors, such as gaming, financial etc, a license of authorisation under the applicable laws and regulations will also have to be obtained prior to the commencement of operation.

The length of time to incorporate a commercial limited liability company depends on the type of company and on whether all information and documentation is made available. However, generally, the process may range between 1 and 2 days. Amongst the details needed to form and incorporate a commercial company are :

  • the name chosen, which has to be approved by the Registrar of Companies, particularly in order to ensure non duplication of company names,
  • a clear idea of the objectives of the company, the core business the company intends to perform,
  • the share capital which the shareholders intend to commence with, which has to be 20% paid up and which, in the case of a private company has to be of a minimum of EUR 1200, to be deposited into a local bank account “company in formation” prior to forming the company,
  • the names of the first shareholders, in the case of private individuals with a copy of the passport and in the case of a corporate person as shareholder, a copy of an updated memo & articles or authenticated certificate of incorporation. In the case of non-EU shareholders  then MFSA would also require a letter of reference from a leading internationally renowned commercial bank,
  • the names of the first directors (details in (d) above apply),
  • other additional information which will be required on a case by case basis.

A limited liability company is generally incorporated by a minimum of two shareholders (although there exist exemptions by law allowing single member companies). Shareholders may be individual persons or corporate persons such as companies or registered partnerships. Alternatively, there can be nominee shareholding through the services of a local nominee company licensed by the Malta Financial Services Authority.

The shareholders of a company will then nominate the directors, who are to form the Board of Directors. Such directors can be foreigners as much as locals. The company must have at least one director.

Another company official required by law is the company secretary, ho is to be appointed by the Board of Directors, and who is by law responsible for keeping the statutory books and other matters. As explained above SB Advocates offer these services, as much as it offers the registered office in Malta which is another requisite by law.

The law requires that a company holds at least one Annual General Meeting per year. On the other hand  the directors of the company will hold regular meetings to regulate the everyday running of the company.

A commercial company is legally obliged to submit annual returns with the Registrar of Companies accompanied by a payment depending on the authorised share capital
of the Company. A commercial company is obliged to maintain proper accounting books and records to give a true and fair view of the financial state of the company, which records/accounts are o be audited annually by a Certified Auditor. SB Advocates will be able to introduce clients to one or more accountant and/or auditor to compare professional fees and services, but can guarantee that such proposals are only made on the basis of past positive comments received from clients on such accounting/auditor service providers so proposed.

NB: Given the generic and minimal information hereby provided, any interested person SHOULD always further queries for more information.

SB Advocates is here to help you, assist you and to provide any services you may from time to time require in the commercial and corporate field. SB Advocates promises prompt action at reasonable, professional fees.