Malta company formation for non-residents

Why founders choose Malta

Malta is an EU member with English as an official language and a company law close to the UK model. It has built regulated sectors such as online gaming, payments and fund management, with local regulators, advisers and staff who know them.

Its tax system is unusual in the EU. The company pays the full 35% rate, and shareholders then claim back most of that tax when profit is distributed. For many trading companies this gives an overall rate of about 5%.

The system works best for businesses with real activity in Malta. Refunds, bank accounts and licences all depend on clear substance and well-kept records.

How the 35% tax and refund system works

As of 2026, a Maltese company pays income tax at 35% on its chargeable income, under the Income Tax Act. When it pays a dividend, the shareholder can claim a refund of part of the tax the company paid on those profits.

The refund depends on the type of income. The general refund on trading profit is 6/7 of the tax, which leaves about 5% overall. On €100 of trading profit, the company pays €35; after a dividend, the shareholder reclaims €30, so the net tax is €5. Passive interest and royalties get a 5/7 refund. Where the company claims double tax relief on foreign income, the refund is 2/3. Qualifying participating holdings can receive a full refund.

The tax authority must pay a refund within 14 days of it becoming due, although it can extend this by up to 12 months for due diligence. Claiming a refund without being entitled to it carries a penalty equal to the refund.

• Company tax: 35%
• Trading profit refund: 6/7 (about 5% overall)
• Passive interest and royalties refund: 5/7
• Foreign income with double tax relief: 2/3 refund
• VAT: 18% standard rate

The elective 15% final tax

Legal Notice 188 of 2025 lets a company elect to pay a 15% final tax on its chargeable income instead of the 35% rate. It applies from basis year 2024, the income assessed in year of assessment 2025.

The 15% is final. There is no shareholder refund and it cannot be used as a tax credit. The company must stay in the regime for at least 5 years, and after leaving it must stay on the ordinary rules for at least 5 years.

The rules also stop the 15% being lower than the ordinary 35% minus the refunds shareholders could claim. The option mainly helps groups that want a simpler, lower headline rate without waiting for refunds. The election form and deadline are set by the tax authority (confirm with your specialist).

How incorporation works

A Maltese private company is registered with the Malta Business Registry (MBR). We prepare the memorandum and articles of association, which state the registered office in Malta, the directors, the secretary and the shareholders.

The minimum authorised share capital for a private company is €1,164.69, fully subscribed. At least 20% of each share must be paid up when the memorandum is signed. The MBR charges a registration fee on a sliding scale based on authorised capital, included in your all-in price.

Once the MBR accepts the documents, it issues the certificate of registration. Allow 5–10 business days after KYC. You do not need to travel to Malta to incorporate, and all documents reach you in your portal.

Directors, secretary and substance

A private company needs at least one director and a company secretary. If there is only one director, that person cannot also be the secretary. A company acting as secretary must be a registered company service provider.

A company incorporated in Malta is resident and domiciled there for tax. For refunds, treaty access and banking, it still helps to show that the company is actually run from Malta, with board meetings, directors or staff on the island.

Licensed businesses, such as gaming operators or payment institutions, face extra requirements from their regulator, including local key functions. Your specialist can outline these before you apply.

Audit, annual return and beneficial owners

Maltese companies appoint an auditor and file audited financial statements. A private company is exempt only if it does not exceed two of three limits: balance sheet total €46,600, turnover €93,000 and 2 employees. Most active companies pass these limits.

The annual return and the annual beneficial owner confirmation are filed with the MBR within 42 days of the company's anniversary date. Accounts are approved within 10 months of year end and filed within 42 days after that, online.

Beneficial owner changes must reach the MBR within 14 days. Since the 2025 and 2026 amendments, the general public cannot access the register; authorities, obliged entities and people who prove a legitimate interest can.

When Malta fits, and when it does not

Malta fits businesses that will operate from the island or need a Maltese licence: gaming, payments, funds, or trading companies with staff and management there. It also suits groups that can wait for refunds and have advisers to manage the refund claims each year.

It is a weaker fit for a small company run entirely from abroad. The annual audit, the company secretary and the substance needed to defend refunds and residence cost more than the tax saving on modest profits. Banks in Malta also look closely at companies with no local activity.

Before choosing between the refund system and the 15% final tax, compare both over at least 5 years, because the election locks you in. Your specialist can model the two options with your expected profit and distributions, and compare Malta with Cyprus or Ireland.