Setting up a company is a very straightforward process and it usually takes two working days to incorporate a company in Malta.

Share capital

The minimum required share capital is of Euro one thousand, one hundred and sixty five (€1,165), whereby shares can be 20% paid up i.e. approximately Euro two hundred and fifty (€250). The share capital can be denominated in any currency.

Taxation of Maltese companies

Malta operates a full imputation system of taxation whereby the tax paid by the company is available as credit to the shareholders when dividend distributions are made to them. When dividends are paid by the trading company to the shareholders, the same become entitled to claim a refund of 6/7ths of the 35% tax paid by the company. This results in an effective rate of corporate tax of 5%. Maltese companies can benefit from Malta’s comprehensive double taxation treaty network and other unilateral provisions for the avoidance of double taxation found in the Maltese Income Tax Act.

Shareholders

The minimum number of shareholders is two, although it is also possible to register single member companies where one shareholder owns all the shares in the company, provided certain conditions are satisfied. Body private individuals, companies and other entities having a separate distinct personality can hold shares in a Maltese company. There are no restrictions on the nationality and residence of the shareholders.

Directors

The minimum number of directors is one and there are no restrictions on the nationality and residence of the directors. We strongly recommend that for tax reasons, the majority of the directors on the board are persons who are residents of Malta. Body corporate, both Maltese residents and foreign residents can be appointed directors of a Maltese limited liability company.

Company Secretary

Every company must have at least one company secretary. There are no restrictions on the nationality and residence of the company secretary. A company secretary must be a physical person, thus a body corporate cannot act as a company secretary.

Taxation of shareholders of Maltese companies

No tax is withheld upon the distribution of profits to the shareholders of Maltese companies, irrespective of the residence and nationality of the shareholders. In view of the imputation system applicable in Malta, no further tax is due in Malta by the shareholder on receipt of a dividend from a Maltese company. Refunds of tax are due to the shareholders upon receipt of a dividend.

Bank accounts

Maltese companies may hold bank accounts in Malta or anywhere in the world. We can assist you to set up both a corporate and a private bank account with one of the main banks in Malta. Such banks offer different services including cheque books, debit/credit cards, internet, telephone and mobile banking, bank accounts in a wide choice of currencies and other traditional banking services. Such banks also offer international commercial and trading finance services.

Registered address

Every company must have a registered office in Malta. DD Consultus can provide its own address as the company’s registered address. From a purely Maltese tax and legal perspective, no physical presence in Malta is required, however, this may be required from an international tax perspective.

Confidentiality

All company documents are public. However confidentiality can be maintained through the services of a fiduciary in which the name of the shareholder will not be disclosed on the company documents. In this case, submission of details of the ultimate beneficial owner is not required to be submitted to the Maltese Registry of Companies.

Accounts

All limited liability companies in Malta must have their annual financial statements audited by a Certified Public Accountant who has a practicing certificate to audit financial statements of Maltese companies. Audited financial statements must be submitted on an annual basis to the Maltese Registry of Companies.

Annual returns

All companies must submit, on a yearly basis, an annual return which includes details of the shareholders, directors and company secretary and any changes that might have been effected during the year.

Exchange control

No exchange control rules and regulations exist in Malta since they have been abolished in view of Malta’s EU membership. Thus funds can be transferred in and out of Malta without any restrictions. Banks may require supporting evidence for payments and receipts. Business can be conducted in any currency.

Meetings

At least one Annual General Meeting is required in which the directors and shareholders are required to meet to approve the annual accounts. Meetings need not be held in Malta but it is highly recommended from an international tax perspective.

Records to be kept

All companies must keep records of all personal details of all shareholders, directors and company secretary together with dates of resignations, appointments and share transfers. All companies must present a share certificate to each shareholder and provide such shareholders with a dividend warrant on payment of a dividend. Maltese income tax legislation provides for the details and information that such a dividend warrant must include.

Employees

A Maltese company may operate an office in Malta and employ both skilled and professional expatriates in Malta. All employees working in Malta are subject to the payment of Maltese tax and national insurance contributions. The highest rate of tax on employment income is 35%, however, there are certain sectors in which certain highly qualified expatriates pay a reduced rate of tax of 15%, provided certain conditions are satisfied. Currently, the sectors included are Gaming, Aviation and Financial Services. EU nationals do not require a working permit to work in Malta, while this is required for third country nationals.

In order to incorporate a company in Curacao, there is no minimum share capital required.

Directorship

The N.V. is managed by a management board, consisting of one or more managing directors, who can be, either individuals or corporate vehicles. The board of managing directors represents the company and manages its affairs. There are no restrictions on the nationality of the managing directors, however, at least one managing director has to be a resident in Curacao.

Financial Year

The financial year of a Curacao company may be the calendar year or any other twelve month period to be specified in the articles of association.

Each year, the board of managing directors has to draw up financial statements within eight months from the lapse of the financial year. Such statements consist of at least a balance sheet and a profit and loss statement. The general meeting may extend this period by six months at most, based on “special circumstances”.

Accounting and financial statements

The financial statements have to comply with generally acceptable standards and have to give such insight, that a sound opinion can be formed on the capital and the results, as well as on the solvency and the liquidity of the company.

Profit and Distributions

The net profits of a limited liability company are at the disposal of the shareholders. The shareholders can either declare a dividend or reserve the profits. If the articles of association so provide, interim dividends may be declared from current year profits by the shareholders’ meeting, or such other corporate body as appointed thereto in the articles of association. Dividends and other capital distributions cannot be paid and made if the equity capital is or becomes negative as a result of such dividend or distribution.

Qualifying for Curaçao’s E-Zone 2% Net Profits Tax

One of the most popular reasons to incorporate a company in Curacao is to apply for an E-zone permit to take advantage of the special tax regime where the Curaçao company pays only 2% of its Net company profits. The special tax exemption is valid until 31st December 2025. Only a Curaçao company can hold an E-Zone permit. All income generated by a qualifying E-Zone company through the sale of goods or services or the (sub-)licencing of IP-rights to non Curaçao residents is subject to profit tax at the rate of 2%. In addition, goods entering the E-Zone and services delivered to an E-Zone company by a Curacao company, are exempt from import duties and turnover tax.

Bulgaria is a Member State of the European Union (EU), NATO, the Council of Europe and the World Trade Organization (WTO)

• Corporate income tax is only 10%– the lowest in the EU, while the tax on dividends is only 5%
• The personal income tax is at fixed rate of 10%
• Minimum share capital – Euro 1
• The workforce is well-educated, highly qualified and fluent in foreign languages
• The country has low statutory minimum wage and low social insurance costs
• Quick registration procedure
• Offers employment conditions, which are highly competitive in Central and Eastern Europe
• Bulgaria also signed Double Taxation Agreements (DTA) with other countries
• Liberal trade and tax laws and low-cost labour markets make the country one of the most attractive destinations for many foreign investors to establish their businesses in Bulgaria

Incorporation of company

• Royalty of the Commercial Register;
• Notary fees;
• Service fee;
• Accounting – legal advice before registration of the entity;
• Preparation of a full package of documents for registration with the Commercial Register;
• Submission of the documents package into the Commercial Register office

o    VAT Registration

• Preparation of all necessary documents for VAT Registration;
• Submission of the documents to the National Revenue Agency;
• Obtaining the VAT Registration Certificate;

Registration for Company Identification Number (ЕИК)

• Preparation of the application;
• Fee included

Opening of a Bank account

Accounts

• Current accounting;
• Preparing payrolls and payment documents for insurance contributions and taxes;
• Preparing VAT declarations;
• Preparing statistical forms on request of the National Statistical Institute (NSI).

Registered address

• Mailing address;
• Tax address;

Publication of Annual Tax Return and Annual Financial Statements

• Preparation of Annual Financial Statements;
• Submission of annual financial statements in the Registry Agency;
• Preparation of Annual Tax Return;
• Filing of Annual Tax Return with the National Revenue Agency.