Aged, Shelf Companies in Malta

Shelf companies in Malta, also known as “aged Malta companies,” are Maltese firms that have been in existence for a certain period but may now be inactive. These companies are incorporated by service providers but remain inactive, with no operational activity taking place.

After incorporation, they are maintained and kept on the shelf until an opportunity arises to sell them. In such cases, service providers can assure that no operational activity has occurred within the company, meaning there is no debt or other liability that could be transferred to the new owner.

Additionally, there are companies that were initially incorporated with the intention of operating and generating profit but ceased their activities for various reasons. While these companies would typically be dissolved, service providers may acquire them and keep them in reserve until a potential investor expresses interest.

Since these companies have had some operational activity, it is crucial to ensure they carry no debt or other liabilities. Reputable service providers usually guarantee that you are purchasing a debt-free company. However, it is advisable to conduct your own due diligence to be completely certain that you are acquiring a clean company.

Benefits of Acquiring a Shelf Company in Malta

• Sustainable economics of the jurisdiction.
• The status of a world business centre. Representative offices of various large global corporations operate in Malta.
• The lowest VAT in the EU zone.
• A stable currency and a sound banking system. Malta has been a member of the EU since 2008, so the assets of entrepreneurs will be under proper protection.
• Strict confidentiality and security: there is almost no corruption in the jurisdiction.
• Support from the authorities. There are many governmental programs for the development of new business players.
• Convenient taxation system.
• The opportunity to obtain a second citizenship by investment.

Types of Shelf Companies in Malta

Limited Liability Companies (LLCs)

Limited liability companies in Malta can be categorized as either private or public. Public companies are allowed to trade their shares on the Malta Stock Exchange and must have a minimum of two directors and a company secretary. Private companies, on the other hand, cannot offer their shares to the general public and are limited to a maximum of 50 shareholders. However, private companies with a bank account in Malta are in high demand as they can operate with just one shareholder.

Holding and Trading Companies

These ready-made companies in Malta can also be established as either public or private entities. Acquiring a holding company allows for the management and control of shares and assets of other companies, both within Malta and internationally. Trading companies, meanwhile, can conduct various business activities locally and abroad, including providing advisory services, offering a range of financial services, trading, and handling investments.

Partnerships

Under Maltese law, there are two types of partnerships: general partnerships (“en nom collectif”) and limited partnerships (“en commandite”). The primary difference between these two structures is the liability and the number of partners involved. In a general partnership, all partners have unlimited liability, meaning they are jointly responsible for the partnership’s obligations. In a limited partnership, there are both general partners, who have unlimited liability, and limited partners, whose liability is restricted to the extent of their contributions to the partnership.

Acquisition of a shelf company in Malta

To purchase shelf companies in Malta, you must sign a sale and purchase agreement and complete the process of transferring shares. The new owners have the right to change the company’s name and appoint new directors. Typically, a ready-made company in Malta will come with an Articles of Association, an office address, a certificate of incorporation, and a registration number.

To acquire shelf companies in Malta, entrepreneurs will need the following basic documents:

• Initial Contact: First, you need to get in touch with the current owner. After a preliminary assessment of the company, it may be necessary to sign a confidentiality agreement to access further information, such as details about the company’s financial status.
• Letter of Intent: Once the legality of the company’s establishment and its condition are confirmed, you should draft a letter of intent outlining your interest in purchasing the company.
• Primary Contract: After conducting a thorough analysis, you can prepare a preliminary contract for the sale of assets or shares.
• Board of Directors Minutes: Finally, you need to prepare the minutes of the Board of Directors meeting to finalise the transaction for the purchase of assets and shares.

Shelf Companies vs. Traditional Companies

Aside from the quick and straightforward incorporation process provided by shelf companies, there are few significant differences between a shelf company and a traditional company. Ultimately, the choice between the two depends on your specific needs and preferences. If you wish to expedite the incorporation process and avoid the lengthy steps involved in traditional registration—such as opening a company bank account, registering for social security, obtaining permits and licenses, and registering the company seal—then a shelf company may be the ideal option.

How much does a ready-made company in Malta cost?

The cost of the entire re-registration process for ready-made companies in Malta, along with any additional services provided, is determined on a case-by-case basis for each client, depending on the company’s status. However, it generally ranges from €1,000 to €5,000.

Disadvantages of Shelf Companies

1. Need for Modifications: Some shelf companies may require extensive modifications to align with your specific business needs. When you incorporate a new company, you have the flexibility to set it up exactly as you desire from the start.
2. Higher Cost: Shelf companies are generally more expensive than incorporating a new company due to the additional fees associated with purchasing a pre-existing entity.

Final Thoughts

Shelf companies in Malta can be a great option for those looking to start a business quickly, especially with Malta’s stable economy and business-friendly environment. While they save time, it’s important to consider the higher costs and potential need for adjustments to fit your business needs. Ultimately, whether you choose a shelf company or set up a new one, careful planning and due diligence are key to making the right decision.