An International Holding Company (IHC) is a company resident in Malta incorporated with the objective of holding overseas investment and distributes the income to non-residents.
Directors
A Maltese company must have at least one director, they may be an individual or corporate body and do not need to be resident in Malta.
Shareholders
A minimum of two shareholders are required who may be corporate or individual. The personal details of a Maltese company's registered shareholders are public information. The maximum number of shareholders for a private company is fifty. The minimum number of shareholders is normally two; however a single member company may also be registered under the Maltese Companies Act. A single member company is a private limited liability company, which qualifies as an exempt company and which is incorporated with one member. Certain exemptions allowing for a single member company to be incorporated do apply. Non-resident shareholders of IHC's qualify for a full refund of the Maltese tax paid by the company on profits and gains arising from participating holdings when profits are distributed.
Company Secretary
A Maltese company must appoint a company secretary who, is responsible for keeping the statutory books.
Registered Office
Every Maltese company must maintain a registered office in Malta, we can provide this service. Any changes to the company's registered office must be notified to the Registrar of Companies.
Time needed to incorporate
The incorporation of a Maltese company usually takes up to a week. Once the Maltese Registrar of Companies has all necessary documentation and information, the process may take as little as 24 hours.
Share Capital
A IHC company has a minimum authorised share capital of €1,200 and this should be fully paid-up.
Capital & Financial Information
Your Maltese company does not have to keep records in Malta, except for the Register of Shareholders and the Register of Directors. Financial Statements need to be lodged with the tax authorities in Malta and with the Company Registry. The accounts of the company need to be audited.
Advantages to Incorporating your IHC:
IHC's hold shares and/or receive royalties and interest from other companies IHC's pay no tax on dividends received from a participating holding IHC's pay a low tax rate of on royalties or interests received. No withholding tax on the distribution of dividends from the IHC Conformant with EU & OECD standards Annual audited accounts are submitted to the Inland Revenue No Withholding Taxes on the distribution of dividends Malta
International Holding Company
A limited liability company is the most common form of business in Malta. The memorandum of association is entered into and subscribed by at least two persons and a certificate of registration is issued by the Registrar of Companies. The memorandum of association is accompanied by the articles of association, which is a document which prescribes the internal regulations of the company. If articles of association are not registered, it is assumed that the model articles of association found in the First Schedule to the Companies Act have been adopted.
A private company is a company that must in the memorandum or articles:
Restrict the right to transfer its shares Limit the number of shareholders to fifty Prohibit any invitation to the public to subscribe for any shares or debentures of the company
Memorandum and Articles of Association
The Memorandum of Association must specify the objects for which the company is incorporated and include: The company name The company's registered office in Malta The objects of the company The name and address of each of the subscribers The amount of authorised share capital The number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class The number of the directors, the name and address of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate; The manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation. The name and address of the first company secretary A limited liability company is the most common form of business in Malta. The memorandum of association is entered into and subscribed by at least two persons and a certificate of registration is issued by the Registrar of Companies. A description of any special advantage granted, prior to the time the company is authorised to commence business, to anyone who has taken part in the formation of the company or in transactions leading to such authorisation. The memorandum and articles, if any, must be delivered to the Registrar of Companies who, being satisfied that all the requirements of law have been complied with, shall register them. A Malta company comes into existence from the date of registration on the Certificate of Registration.
Company Taxation
Malta is a member of the EU and is therefore an attractive jurisdiction with low taxation for non-resident taxpayers. Malta's tax system is designed to: Promote international investment in Malta Support the development of financial services in Malta Ensure that company profits are not taxed twice – i.e. at company and again at shareholder level
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
