ComplianceSME

Maltese company law · Free

Malta, the Companies Act, Chapter 386 of the Laws of Malta

Every commercial partnership registered in Malta is subject to the Companies Act, Chapter 386. The ComplianceSME system for this Act is free. Find the situation you are in below, open the page for the situation and take its files from a free ComplianceSME account.

This library is ordered by what happens in practice, not by article number. Go straight to what you need.

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Formation, registration and company status

The memorandum, the authorised capital and the status of the company decide which of the later rules apply to you. Getting the status wrong is expensive to unwind.

Formation

Form the company, subscribe the capital and register it

The authorised share capital must be at least 46,587.47 euro for a public company, and at least 25 per cent of the nominal value of each share taken up must be paid up on the signing of the memorandum, 20 per cent for a private company (article 72(1) and (3)).

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Status

Hold or change the status of a private, exempt, public or single member company

When a company ceases to be a single member company it must, within fourteen days, deliver a notice to that effect to the Registrar (article 212(10)).

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Partnerships, limited partnerships and oversea companies

A partnership en nom collectif, a partnership en commandite, a Tenth Schedule Limited Partnership and a branch of an oversea company each run on their own rules. Open the page for your own form.

Partnerships

Constitute and run a partnership en nom collectif or en commandite

On the dissolution of a partnership, and in no case later than fourteen days after it, the partners having the administration must deliver a notice of dissolution to the Registrar (article 36(1)).

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Other forms

Run an association en participation or register the branch of an oversea company

Every oversea company must, within twelve months from the end of each accounting period, deliver the accounts required by article 387(1), and must give notice of the closure of a branch within one month (article 399A(1)(a)).

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Limited partnership

Form and run a Tenth Schedule Limited Partnership

A Limited Partnership may be formed by two or more partners, at least one of whom is a general partner (Tenth Schedule, paragraph 4(1)), and it is not validly constituted unless a Partnership Deed is entered into (Tenth Schedule, paragraph 7(1)).

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Share capital, shares and the registers

Every movement in the issued capital has its resolution, its payment threshold and its filing with the Registrar. The registers are what proves any of it happened.

Share capital

Increase the issued capital, offer shares pre-emptively or offer them to the public

Shares must be paid up on allotment to at least twenty five per cent of their nominal value in a public company and twenty per cent in a private company (articles 86 and 87), and the return of allotments is delivered within one month (article 103(1)).

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Share capital

Reduce the capital, deal with a serious loss or hold the company's own shares

Where the net assets of a public company are half or less of its called-up issued share capital, the directors must convene a general meeting not later than thirty days from the day the fact is known to any director (article 104(1)).

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SICAV

Run an investment company with variable share capital

An investment company with variable share capital may not issue partly paid shares (article 84(4)), and shares it has purchased are treated as provided in article 84(6).

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Shares

Transfer shares, register a pledge and keep the registers

Every company must deliver the notices required by article 120(1) within two months after an allotment and within two months after a transfer is registered, and within one month in the further case that provision names.

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General meetings, directors, the secretary and the auditors

Notice periods, quorum and the appointment and removal of officers are conditions of validity, not housekeeping. A defective notice leaves the resolution open to challenge.

Meetings

Convene the annual general meeting, give notice and record the resolutions

Not more than fifteen months may elapse between one annual general meeting and the next (article 128(1)), and a general meeting is deemed not duly convened unless at least fourteen days' notice has been given in writing (article 130).

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Officers

Appoint directors and a company secretary, and keep them within their duties

Every public company must have at least two directors and every private company at least one (article 137(1) and (2)), and every company must have a company secretary (article 138(1)).

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Auditors

Appoint, pay, remove or replace the auditors

The key audit partners responsible for a statutory audit must cease their participation not later than seven years from the date of their appointment (article 151A(6)(a)).

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Accounting records, annual accounts, reports and distributions

The period allowed for laying the accounts and for delivering them to the Registrar runs from the end of the accounting reference period and does not stretch. A distribution made on the wrong accounts is unlawful.

Accounts

Keep the accounting records and prepare the annual accounts

Proper accounting records must be kept as article 163 requires, and the individual accounts must give a true and fair view of the undertaking's assets, liabilities, financial position and profit or loss (article 167(3)).

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Filing

Prepare the directors' report, lay the accounts and file the annual return

The period allowed for laying and approving the annual accounts is ten months after the end of the accounting reference period for a private company and seven months for a public company (article 182(2)).

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Distributions

Pay a dividend or make any other distribution lawfully

A company may not make a distribution except out of profits available for the purpose (article 192(1)), and the amount of a distribution is determined by reference to the relevant accounts (article 197(2)).

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Reporting

Report payments to governments or publish the report on income tax information

Large undertakings and all public-interest entities active in the extractive or logging industries must prepare the report on payments to governments (article 213A(1)), and the report on income tax information must be published and delivered as the Fourth Schedule, Part II requires.

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Amalgamations, divisions and conversions

Each restructuring has its own draft terms, its own reports and its own three-month wait before it takes effect. A merger and a division are separate regimes and separate pages.

Amalgamation

Amalgamate by merger, by acquisition or by forming a new company

An amalgamation does not take effect until three months from the date of the last publication of the statement relating to the extraordinary resolutions approving it (article 351(1)).

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Division

Divide a company by acquisition or by forming new companies

A division does not take effect until three months from the date of the publication of the statement relating to the extraordinary resolutions approving it (article 368(1)).

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Dissolution, winding up and company recovery

A winding up by the court, a members' voluntary winding up and a creditors' voluntary winding up are three different procedures with three different sets of duties. Choose the page that matches the resolution you have passed.

Winding up

Dissolve the company and run a members' or creditors' voluntary winding up

The liquidator must, within fourteen days after his appointment, deliver a notice of his appointment to the Registrar (article 290(1)), and within seven days after the final meeting must send the account and the return to the Registrar (articles 274(2) and 284(2)).

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Winding up

Deal with a winding up by the court and the liquidator appointed by it

The statement of affairs must be submitted within twenty one days from the relevant date, or within such extended period as the official receiver or the court may appoint (article 226(3)).

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Recovery

Propose a compromise with creditors or apply for a company recovery order

Where the directors become aware that the company is unable to pay its debts, article 329A applies, and the special controller must report as article 329B(7) and (12) require.

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Take the free system

Free · with a free account

The ComplianceSME system for the Companies Act, Chapter 386, is free. It needs a free ComplianceSME account and runs inside your own Claude account. It holds 84 working files, the training file, the reference file, the final review with the gap analysis, and the report assembly. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.

The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.

The system runs in your own Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the article at every point.

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ComplianceSME tracks the Companies Act and issues update files through the membership, so that you are never working from a superseded version. Membership

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