Malta Legal Research
Malta Company Law
Research Maltese corporate law, the Companies Act (Cap. 386), director duties, and company formation requirements with AI-powered search across the full statute book and 80,000+ court judgments.
What LexMT covers
- Companies Act (Cap. 386) — full text with all amendments since 1995
- 80,000+ Malta court judgments including Commercial Court decisions
- MFSA company regulations and subsidiary legislation
- 28,000+ CJEU decisions on EU company law directives applicable in Malta
Key concepts in Malta company law
Company Formation
Malta companies are formed by registration with the Malta Business Registry. Private companies (Ltd) require minimum EUR 1,164.69 share capital; public companies (plc) require EUR 46,587.47. Formation documents include the Memorandum and Articles of Association.
Director Duties
Directors owe fiduciary duties under Article 136A of Cap. 386: act in good faith, exercise care and diligence, avoid conflicts of interest, and not misuse company property. Breach may result in personal liability and disqualification.
Shareholder Rights
Shareholders have rights to dividends (when declared), vote at general meetings, inspect registers, and receive financial statements. Minority shareholders holding 10%+ may requisition meetings or petition for relief from unfair prejudice.
Corporate Governance
Malta companies must maintain proper books of account, hold annual general meetings, and file annual returns. Listed companies must comply with additional Capital Markets Rules and corporate governance codes.
Company Secretary
Every Malta company must appoint a company secretary responsible for maintaining statutory registers, filing returns, and ensuring compliance. The secretary may be an individual or a body corporate.
Striking Off & Winding Up
Dormant companies may apply for voluntary striking off. Active companies wind up through members' voluntary liquidation (solvent) or creditors' voluntary liquidation (insolvent). Compulsory winding up is by court order.
Frequently asked questions
What is the minimum share capital for a Malta private company?
Under the Companies Act (Cap. 386), the minimum authorised share capital for a private limited company in Malta is EUR 1,164.69, of which at least 20% must be paid up on incorporation. Public companies require EUR 46,587.47 minimum.
What are the duties of directors under Malta company law?
Under Article 136A of Cap. 386, directors owe fiduciary duties to the company including the duty to act in good faith in the best interests of the company, exercise reasonable care and diligence, avoid conflicts of interest, and not to misuse company property or information.
How do I register a company in Malta?
Company registration is handled by the Malta Business Registry (MBR). You must submit a Memorandum and Articles of Association, details of shareholders and directors, registered office address, and pay the applicable registration fees. Online registration is available through the MBR portal.
What are the annual filing requirements for Malta companies?
Malta companies must file an annual return with the MBR, submit audited financial statements (unless exempt as a small company), and hold an AGM within 15 months of incorporation and subsequently every calendar year. Late filings incur penalties.
What are the grounds for winding up a company in Malta?
Under Cap. 386, a company may be wound up voluntarily by shareholders or compulsorily by the court. Grounds for compulsory winding up include inability to pay debts, failure to commence business within a year, reduction of members below the legal minimum, or if the court deems it just and equitable.