Documentar estructuras maltesas: Lo que exigen las autoridades fiscales internacionales – Documentación de cumplimiento

Imagine this: youre sitting in your tax advisors office in Munich, your Malta holding company has been running smoothly for three years, and suddenly a letter from the Federal Central Tax Office lands on your desk. Proof of economic substance of your Maltese participation it reads. Your stomach drops—what exactly are they looking for?

I know that feeling. After five years of experience with Malta and countless conversations with international tax advisors, I can promise you one thing: the right documentation makes the difference between a relaxed audit and months of paperwork. Today I’ll show you exactly which documents international tax authorities are looking for in Malta structures.

Why Malta Structures Are Under Scrutiny

Malta is no longer an insider tip. Since joining the EU in 2004 and introducing attractive tax rules, many companies have set up shop here. The problem? Popularity also came with the attention of international tax authorities.

The Shift Since 2018: From Trust to Audit

In the past, it was enough to establish a Maltese company and follow the local rules. Today, German, Austrian, and Swiss tax authorities scrutinize every detail. The reason lies in three international developments:

• Common Reporting Standard (CRS): Automatic information exchange between EU countries since 2017
• BEPS Initiative (Base Erosion and Profit Shifting): OECD rules against aggressive tax planning
• EU Anti-Abuse Directive: Stricter substance requirements since 2020

What does this mean for you? Your Malta structure is no longer viewed in isolation, but rather in the context of your entire international tax setup.

The New Reality: Transparency Is Mandatory

I remember a client from Hamburg who had his Malta holding audited in 2019. His lawyer was able to provide all the requested documents within 48 hours—the audit was over in two weeks. Another case from the same period: incomplete documentation led to an 18-month dispute with the tax office.

The difference wasn’t in the structure itself, but in the quality of the documentation.

Understanding Malta Structures: More Than Just Tax Savings

Before we dive into documentation details, let’s clarify what Malta structures really are and why they can serve legitimate business purposes.

Typical Malta Structures in Practice

A classic Malta structure usually consists of three components:

1. Malta Holding: Owns stakes in operating companies
2. Permanent Establishment or Subsidiary: Carries out operational business
3. Intellectual Property (IP) Structure: Manages trademarks, patents, or know-how

An example from my network: Marco, an Italian software developer, organized his app development through a Malta structure. His Maltese holding owns the software IP, while operational development takes place in Italy. Legitimate purpose? Centralized EU-wide management of his growing app portfolio.

Why Malta Is (and Remains) Attractive

The art lies in leveraging these advantages without falling into the trap of pure tax avoidance.

The International Compliance Landscape 2025

The rules are changing fast. What was acceptable in 2020 can be problematic today. Here are the main compliance frameworks affecting your Malta structure:

Common Reporting Standard (CRS): Automatic Data Exchange

Since 2017, EU countries automatically exchange account information. This means: your German tax office knows about your Maltese accounts. The good news? It’s completely legal as long as you declare everything properly.

What gets reported?

• Account balances at year-end
• Interest and dividends
• Capital gains from investments
• Other relevant income

BEPS Initiative: 15 Action Points Against Base Erosion

The OECD initiative Base Erosion and Profit Shifting aims to prevent profit shifting. Particularly relevant for Malta structures:

• Action Point 3: Controlled Foreign Company (CFC) rules
• Action Point 6: Treaty abuse prevention
• Action Point 7: Avoiding permanent establishment avoidance

EU Anti-Abuse Directive (ATAD): Substance Gets More Important

The EU Anti-Tax Avoidance Directive of 2019 has significantly tightened substance requirements. The core: a company must carry out real economic activity to claim tax advantages.

What exactly does that mean? A Maltese mailbox company without its own staff or office is no longer recognized.

Core Documentation: What Tax Authorities Really Want to See

Let’s get practical. After hundreds of compliance audits involving Malta structures, certain categories of documents have emerged that tax authorities request time and again.

Corporate Legal Documentation

The foundation of any audit is the incorporation documents. Everything must be watertight here:

• Certificate of Incorporation: The Maltese equivalent of a commercial register extract
• Memorandum and Articles of Association: Company bylaws
• Current shareholder list: Who owns how many shares?
• Shareholder resolutions: All key decisions documented
• Director appointment: Legal representation authority

Practical tip: I keep a “corporate housekeeping” folder for every Malta structure. All resolutions are filed right away, changes updated immediately. This saves weeks during audits.

Tax Compliance Documentation

Malta has a dual tax system, which can seem complex to outsiders. Clean documentation is all the more important:

Economic Substance Documentation

This is where it gets tricky. Economic substance means: your Malta company must show real business activity. Sounds abstract? Let me make it concrete:

• Lease agreements or proof of ownership: The company’s physical location
• Employment contracts: Who actually works for the company?
• Board meeting minutes: Where are decisions made?
• Bank statements: Which business transactions run through Malta?
• Invoicing: Where are invoices issued from?

Example: Petra from Vienna runs e-commerce via a Malta holding. Her substance documentation includes the office in Sliema (lease), two part-time employees (employment contracts), monthly board meetings (minutes), and centralized payment processing via Maltese accounts.

Substance Proof: The Key to Recognition

Proof of substance is the heart of modern compliance. Without credible economic substance, no Malta structure will pass an audit anymore.

The Four Pillars of Economic Substance

According to EU case law and OECD guidelines, four key areas must be documented:

1. Physical Presence in Malta

Your company needs a real address—not just a mailbox. This means:

• Office space or rented business premises
• Documented use of these premises
• Equipment appropriate for business activities

What doesnt work anymore? Co-working spaces or shared offices without dedicated space. Tax authorities recognize these as letterbox solutions.

2. Qualified Personnel

People make the difference. Your Maltese company needs staff with the right qualifications:

• At least one full-time director in Malta
• Professionals corresponding to business activity
• Documented working hours and activities

From my consulting experience: A Maltese nominee director managing 50 other companies is no longer enough today. Tax authorities look closely at how much time is actually spent on your company.

3. Actual Management

Key decisions must be made in Malta. This includes:

• Strategic planning
• Investment decisions
• Risk management
• Important contract signings

Documentation is via board meeting minutes, email correspondence, and decision templates.

4. Adequate Operating Expenses

Costs must match the claimed business activity. A Malta holding with millions in revenue but only €5,000 annual costs looks suspicious.

Ongoing Compliance Obligations: Consistency Is Everything

Setting up a Malta structure is one thing—running it compliantly is another. Ongoing obligations are extensive and change regularly.

Annual Reporting Cycles

The Maltese compliance calendar is tightly scheduled. Here are the key dates:

1. 31 January: Provisional Tax Return (advance payment for the current year)
2. 31 March: Annual Return to the Malta Registry
3. 30 June: Audited Financial Statements
4. 30 September: Final Tax Return for the previous year
5. 31 December: CRS reporting to Maltese tax authorities

Late filings cost not only money (penalties from €100 per week) but also credibility with international authorities.

Substance Monitoring: Quarterly Checks

I recommend quarterly substance checks for my clients. We review:

• Are all Malta staff still actively employed?
• Are board meetings held with sufficient frequency?
• Do expenses match business activity?
• Are key decisions documented in Malta?

Sounds pedantic? Maybe. But these checks have saved several of my contacts from costly compliance issues.

Transfer Pricing Documentation

If your Malta structure does business with related companies, you need transfer pricing documentation. This means:

• Master File: Overview of the corporate group
• Local File: Specific information for the Malta company
• Country-by-Country Reporting: For groups with more than €750 million in sales

The documentation must demonstrate the arms length principle—that prices between related parties are at market value.

The 7 Most Common Documentation Mistakes

After five years of Malta experience, I know the typical pitfalls. I see these mistakes time and again—and they’re all avoidable:

1. Incomplete Corporate Housekeeping

The Mistake: Shareholder resolutions are taken orally, minutes are created afterward or forgotten entirely.

The Solution: Record every key decision in writing immediately. Use templates for standard resolutions.

2. Sham Substance via Nominee Structures

The Mistake: A Maltese nominee director manages 50+ companies and can’t possibly provide real management.

The Solution: Invest in qualified, dedicated management. Better to pay €3,000 more a year than face a tax audit.

3. Missing Documentation of Decision Making

The Mistake: Important business decisions are actually made in Germany or Austria but presented as Malta decisions.

The Solution: Hold genuine board meetings in Malta or credible virtual meetings with Maltese participants.

4. Unrealistic Cost Structures

The Mistake: A Malta holding with €5 million in dividend income but only €10,000 in annual expenses.

The Solution: Budget reasonable costs for real business activity—even if it reduces tax savings.

5. Neglecting Transfer Pricing Rules

The Mistake: Prices between the Malta company and other group companies are set arbitrarily.

The Solution: Have professional transfer pricing studies prepared—it costs €5,000–15,000 once, but saves hundreds of thousands during audits.

6. Inadequate CRS Compliance

The Mistake: Maltese account information is not properly declared at home.

The Solution: Ensure full transparency with home authorities. Malta structures are legal—you just have to report them correctly.

7. Static Documentation Without Updates

The Mistake: Compliance documentation is created once and never updated.

The Solution: Annual compliance reviews with professional advice. Laws change—your documentation should keep pace.

Practical Compliance Checklist for Malta Structures

Time for concrete action steps. This checklist is based on successful compliance audits and helps ensure you don’t miss a thing:

One-Time Setup Documentation

• □ Incorporation documents complete and up to date
• □ Tax Residency Certificate applied for in Malta
• □ Substance plan prepared (office, staff, activities)
• □ Transfer Pricing Policy created (for group structures)
• □ Compliance calendar set up
• □ Professional service provider engaged (tax advisor, company secretary)

Ongoing Documentation (Monthly)

• □ Bank statements archived and categorized
• □ Invoices and contracts centrally stored
• □ Payroll records for Malta employees
• □ Board meeting minutes for important decisions
• □ Email documentation of key business decisions

Quarterly Reviews

• □ Substance check: Do expenses match reported activities?
• □ Personnel review: Are all Malta employees active?
• □ Decision-making review: Are decisions made in Malta?
• □ Transfer pricing check: Are intercompany charges at market rates?

Annual Compliance Tasks

• □ Annual returns filed with the Malta Registry
• □ Tax returns complete and on time
• □ Audited financial statements prepared
• □ CRS reports submitted accurately
• □ Substance documentation updated
• □ Home country tax compliance for Malta income

Document Retention: Who, How, For How Long?

Outlook: What Will Change in 2025+

The compliance landscape is evolving rapidly. Here are the key trends that will influence your Malta structure in the coming years:

Pillar Two: The Global Minimum Tax Is Coming

From 2024, for multinational groups with more than €750 million in revenue, a global minimum tax rate of 15% will apply (OECD Pillar Two). What does this mean for Malta structures?

• Small and medium-sized enterprises are initially unaffected
• The effective tax burden becomes more important than the nominal rate
• Substance requirements will become even stricter

Digital Reporting: Real-Time Compliance

Malta is gradually introducing digital tax systems. By 2026, all companies with annual turnover over €100,000 will be required to submit real-time reporting. This means:

• Quarterly instead of annual tax returns
• Automatic linkage with CRS systems
• Greater transparency—and faster compliance checks

ESG Requirements: Sustainability Becomes Mandatory

Environmental, Social and Governance (ESG) criteria are becoming relevant even for smaller Malta structures:

• Sustainability reporting from 2025 for companies with balance sheet totals over €10 million
• Green Finance Taxonomy influences tax benefits
• Social impact documentation will be expected

AI-Driven Audits: Algorithms Detect Patterns

Tax authorities are increasingly using artificial intelligence for compliance audits. What this means for you:

• Document anomalies are spotted faster
• Consistency is more important—contradictions stand out
• Proactive compliance becomes a competitive advantage

My advice? Prepare your Malta structure for these changes now. Those who invest in solid documentation today will save time and money later.

The key to successful Malta structure compliance is not perfect tax optimization but comprehensive, credible documentation. Yes, it takes time and money—but much less than a lengthy tax audit.

My most important recommendation after five years of Malta experience: treat your Malta company like a real business, not a tax construct. Invest in real substance, document everything cleanly, and remain transparent with the authorities. That’s how Malta compliance works in 2025—not 100% tax-free, but legally secure and sustainable long-term.

What do you think of these developments? Have you had experience with Malta structure compliance? Share your thoughts in the comments—I’m looking forward to the exchange.