Setting up a company is a very straight forward procedure and it usually takes two working days to be set up. The law that regulates limited liability companies and other commercial partnerships in Malta is The Companies Act of 1995. This law provides for the setting up of both private limited liability companies as well as public limited liability companies.
Maltese companies used for remote gaming must clearly state in their Memorandum and Articles of Association that their main object is the conduct of remote gaming operations.
Insofar as the incorporation of Maltese Companies is concerned, the following information would be required for the purposes of the setting up of a Maltese company:
Proposed name for the company – We usually require a minimum of three company names, in order of preference, for reservation of same at the Registry of Companies. Company names are reserved within 24 hours for a period of three months.
Proposed business activities – The Company must provide in its Memorandum and Articles of Association a brief description of its proposed business activities.
Registered office – A Maltese company is required to have a registered office in Malta. ACT is in a position to provide its clients with a registered office in Malta.
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.
Share capital – The minimum share capital is of €1,165. Shares can be 20% paid up i.e. approximately €250 (0). The share capital can be denominated in any currency. However, prior to going live and following the review of the business plan, the Malta Gaming Authority usually requests remote gaming operators to increase the issued share capital to:
Company secretary – In accordance with Maltese law, the company secretary is an officer of the company, who must in all cases be an individual. His/her duties relate to the administration of the company and to ensure that the company remains in good standing. This includes amongst others, filing of the annual returns, forms and resolutions with the Registry of Companies. In terms of Maltese law, the company secretary has considerable responsibilities and hence it is advisable to appoint an individual who is familiar with Maltese Company law. ACT is in a position to provide our clients with this service.
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, who take effective decisions in Malta. Both Maltese and foreign companies can be appointed directors of a Maltese limited liability company. The director has the duty to act in the best interest of the company. The law imposes on the directors the responsibility to promote the well-being of the company and to ensure its proper administration, management and supervision of its affairs.
Key Official: Remote Gaming companies have to appoint a Key Official who also has to be a director of the company and who has to be resident in Malta. The Key Official has a number of responsibilities including:
- Primary contact with the LGA
- Responsible for paying the gaming tax on time
- Assists the Malta Gaming Authority in the certification process and in any investigation
- Ensures that all games are fair and correct and that the gaming system is well kept
- Ensures compliance with Maltese laws and applicable EU directives at all times
- Reports to the Malta Gaming Authority (monthly and on an ad-hoc basis as required).
The Key Official must be a natural person resident in Malta, familiar with IT systems and laws and regulations governing remote gaming and knowledgeable of gaming operations.
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.
Timeframe for incorporation – Once all the requisite documents have been made available to us including the signed Memorandum and Articles of Association and all Know Your Clients documentation in terms of the firm’s KYC procedures, it generally takes two working days for a company to be registered.