Table of Contents Malta Restructuring 2025: What you need to know about Corporate Restructuring The 7 most common mistakes in Malta restructuring (and how to avoid them) Malta Corporate Structure: Legal foundations for international groups Tax optimization Malta: Legal vs. risky – the honest overview Step-by-step: How to build a Malta holding structure the right way Malta vs. Ireland vs. Netherlands: Corporate restructuring in comparison Malta Corporate Restructuring: Costs, timeline, and reality check Practical checklist: Successfully implementing Malta Corporate Structure Malta Restructuring 2025: What you need to know about Corporate Restructuring I’ll say it straight: Restructuring to Malta isnt a weekend project. After two years on the island and countless talks with entrepreneurs who set up their corporate structure here, I know: Most people massively underestimate the effort. But why do hundreds of international groups still move to Malta every year? The answer is simple: if done right, you don’t just save on taxes, you build a solid EU base for your international business. Done wrong, you pay twice—in time, money, and nerves. What does Corporate Restructuring actually mean? Corporate Restructuring means reorganizing your company structure to increase operational efficiency or to take advantage of tax benefits. In Malta, it’s usually about both: you move parts of your business into a Malta holding and benefit from EU membership plus attractive tax legislation. The Maltese system is based on the so-called Full Imputation System—sounds complicated, but works like this: profits are taxed at the company level at 35%, but as a shareholder, upon distribution, you get 6/7 of the tax paid back. Effective tax rate on distributed profits: 5%. Who benefits from Malta restructuring? From my experience, those who benefit most are: E-commerce companies with EU-wide business (no physical presence needed) Software developers and IT services (intellectual property is easy to relocate to Malta) Investment companies (Malta qualifies as an EU financial passport) Consultancies serving international clients Groups needing an EU holding for acquisitions Malta doesn’t make sense for domestic Germany-only business or if your annual turnover is below €500,000. The setup and maintenance costs are only justified beyond a certain scale. Malta vs. other EU locations: The reality check Criterion Malta Ireland Netherlands Effective tax rate 5% (distributed) 12.5% 15-25% Minimum substance Low High Medium Language English English Dutch/English Setup costs €15,000-25,000 €25,000-40,000 €20,000-35,000 Annual costs €8,000-15,000 €15,000-25,000 €12,000-20,000 The 7 most common mistakes in Malta restructuring (and how to avoid them) Over the last two years I’ve seen more failed Malta projects than I care to admit. The good news: almost all mistakes are avoidable—if you know what to watch for. Mistake 1: Underestimating substance requirements The classic rookie mistake: thinking a Malta LLC with a PO box is enough. Wrong. Since the EU Anti-Tax Avoidance Directives (ATAD), you must prove real economic substance. Concretely, that means: At least one resident director in Malta Board meetings must physically take place in Malta Business decisions made in Malta Appropriate office space (not just a postbox) Qualified staff for the key functions My tip: Budget from the beginning for 2-3 local employees or a solid service provider who meets the substance requirements. Going cheap gets expensive when the tax authority checks. Mistake 2: Ignoring transfer pricing You move intellectual property or services to Malta, but fix transfer prices arbitrarily? That’s a direct route to a tax audit. Transfer pricing (prices between related companies) must follow the arm’s length principle—as if independent third parties were dealing with each other. How to implement in practice: Create transfer pricing documentation before restructuring Conduct comparables analysis with independent companies Annual adjustments of transfer prices Local file and master file in line with OECD standards Mistake 3: Poorly planned restructuring timing I know entrepreneurs who restructured mid-year—then had to deal with two tax returns and double taxation. Malta corporate restructuring requires strategic timing. Best timing: Year-end: Clean cut for tax purposes After the financial year’s end: Clear delineation of business years Before major transactions: Fully exploit structural benefits Mistake 4: Misapplying double taxation agreements Malta has over 70 double tax treaties, but they don’t work automatically. You must follow tie-breaker rules and sometimes avoid treaty shopping. Critical points: Check residency criteria in both jurisdictions Pass the principal purpose test (PPT) Management and control actually exercised in Malta Apply for withholding tax exemptions correctly Mistake 5: Underestimating compliance workload Malta may be small, but compliance requirements are EU standard. I regularly see entrepreneurs surprised by ongoing obligations. Monthly/annual obligations: Obligation Frequency Typical cost VAT returns Monthly/Quarterly €300-500 Financial statements Annually €2,000-4,000 Tax returns Annually €1,500-3,000 Board minutes Quarterly €200-400 Registry filings Annually €300-600 Mistake 6: Not hedging currency risks Malta is in the Eurozone, but if your original business runs in CHF, USD, or GBP, currency risks arise when distributing profits. Many forget about hedging. Mistake 7: No exit strategy What happens if the tax laws change or you want to sell the business? A Malta restructuring without an exit strategy is like a car without reverse gear. Key exit considerations: Liquidation of the Malta holding (can take 6-12 months) Step-up in basis—make proper use of sale advantages Repatriation—optimally structuring profit movement Change of control clauses in contracts Malta Corporate Structure: Legal foundations for international groups Legally, Malta is surprisingly straightforward—if you know the basics. Maltese company law is based on the English common law system, mixed with EU directives. This makes it predictable for international groups. Malta Limited Company: The basic structure The Malta Limited Company is the workhorse for corporate restructuring. It is equivalent to a German GmbH but allows more flexible structuring. Minimum requirements: Minimum capital: €1,165 (yes, really that low) Shareholders: At least one, can be natural or legal persons Directors: At least one, must be EU resident Company Secretary: Must be Malta-licensed Registered office: Must have a physical address in Malta What many dont know: you can create different share classes with different rights. This allows sophisticated profit-sharing between investors or business areas. Corporate governance in Malta Malta takes corporate governance seriously. The Malta Financial Services Authority (MFSA) has clear expectations, especially for internationally active companies. Board of Directors requirements: Quarterly board meetings are the norm (and must take place in Malta) Written resolutions are possible—only for routine matters Directors’ duties match the UK standard: fiduciary care, avoiding conflicts of interest Record keeping must meet Malta Companies Act standards Malta holding structure: Tax optimization Heres where it gets interesting. The Maltese Participation Exemption System makes Malta an ideal holding jurisdiction for EU expansion. How the Participation Exemption System works: Income type Malta tax treatment Participation exemption Dividends from EU subsidiaries 0% (exempt) Automatic Capital gains 0% (exempt) For >5% shareholding Royalties (qualifying) 0% (exempt) For EU license Operating income 35% → 5% eff. Via refund scheme Substance requirements in detail EU substance requirements are non-negotiable. Malta has implemented them in local law, and the Malta Business Registry actively controls compliance. Adequate office space means: Physical office (not just a P.O. box or serviced office) Suitable for business activity Long-term lease (at least 12 months) Documented usage (meeting protocols, etc.) Qualified employees means: At least 1 full-time employee for operations Qualification must match business activities Maltese employment contracts and social security Documented work hours and activities CRS and FATCA compliance Malta takes the Common Reporting Standard (CRS) and FATCA very seriously. As a Malta holding owner, you’re automatically reported to your home country—this is not a bug but a feature for credible tax optimization. What is reported: Shareholdings over 25% Bank account balances Investment income Proceeds from sale of financial assets That’s why transparent tax advice in your home country is essential. Malta structures work best when they’re fully disclosed. Tax optimization Malta: Legal vs. risky – the honest overview I’ll be blunt: Tax optimization Malta works great—but only if you stay within the law. The times of creative tax planning without substance are over. The Malta refund system explained The heart of Malta’s tax optimization is the Full Imputation System. Sounds complicated but is brilliantly simple once you understand: Here’s how it works in practice: Profit after all costs: €100,000 Malta corporate tax (35%): €35,000 Left in the company: €65,000 On distribution to shareholders: €65,000 Tax refund (6/7 of tax paid): €30,000 Effective overall tax: €5,000 (5%) The trick: you only get the refund on actual distribution. If you retain profits, you stay at 35%. The system rewards distributions. Which income qualifies for Malta advantages? Not all income is treated equally. Malta distinguishes between different income categories with different refund rates. Income type Corporate tax Refund rate Effective rate Local trading income 35% 6/7 (85.7%) 5% Foreign source income 35% 6/7 (85.7%) 5% Passive interest 35% 5/7 (71.4%) 10% Royalties 35% 6/7 (85.7%) 5% Capital gains (qualifying) 0% N/A 0% Legal: What definitely works Based on current case law and MFSA guidance, the following structures are solid: E-commerce and software: Malta company sells software/services to EU clients Intellectual property developed or licensed in Malta Key management decisions in Malta (documented by board minutes) At least 1-2 qualified employees in Malta International consulting: Malta company delivers consulting services to international clients Substantial activities in Malta (not just re-invoicing) Senior management physically resident in Malta Client relationships managed from Malta EU holding structures: Malta holding for EU subsidiaries Active management of shareholdings (not just passive holding) Strategic decisions and oversight in Malta Professional directors and advisory services Grey area: What could work but is risky Some structures operate in legal grey zones. I urge caution, especially after recent EU initiatives against aggressive tax planning. Pure licensing structures: You relocate intellectual property to Malta and license it to operating companies. This works in principle, but you must prove substantial development or management activities in Malta. Risk: OECD transfer pricing guidelines are being interpreted more strictly. Intra-group services: Malta company provides central services (IT, finance, HR) to group entities. Legal, but transfer prices must be thoroughly documented. Risk: Tax authorities scrutinize arm’s length pricing closely. Illegal: What definitely doesn’t work These structures are guaranteed to cause problems: Shell companies: Malta company with no real business activity Only paper directors without reference to Malta Business actually conducted from Germany/Austria/Switzerland No office, no employees, no board meetings Aggressive treaty shopping: Malta structure used only to benefit from DTAs without economic substance Conduit arrangements without business purpose Artificial structures solely for tax advantages BEPS and the future of Malta tax optimization The OECD Base Erosion and Profit Shifting (BEPS) initiative changed the rules. Malta implemented all 15 BEPS action points—an opportunity and a challenge. What changed: Country-by-country reporting for companies >€750M in revenue Principal purpose test in most DTAs Substance requirements for IP regimes Hybrid mismatch rules to prevent double non-taxation The good news: Malta structures with real substance are BEPS-compliant and will work in the long term. Tax pitfalls in your home country Biggest mistake: you optimize perfectly for Malta but forget the tax consequences in your home country. Germany: Foreign Tax Act (AO) and CFC Rules Austria: CFC rules for passive income Switzerland: Controlling interest and relocation of seat Thats why coordinated tax advice is essential in both countries. A Malta structure without harmonization with your home country is like a Ferrari without fuel. Step-by-step: How to build a Malta holding structure the right way I’ll guide you through the full process—from the first consultation to an operational Malta holding. This is the step-by-step manual I wish I had when I set up my first Malta structure. Phase 1: Due diligence and structure planning (4-6 weeks) Step 1: Assemble your tax advisory team You need at least three advisors: Malta tax advisor (licensed accountant specializing in corporate tax) Home country tax advisor (for CFC rules and double taxation) Malta corporate lawyer (for company formation and compliance) Cost for initial advice: €3,000-5,000, saves you tens of thousands later. Step 2: Current structure analysis Before restructuring, understand your current situation: Analyze revenue streams (where does income come from?) List tax positions in all countries Review existing contracts for change-of-control clauses Assess IP portfolio (what can be moved to Malta?) Check employee obligations (TUPE regulations, etc.) Step 3: Target structure design Now design your optimal structure. A typical Malta holding structure looks like this: Entity level Entity type Purpose Tax treatment Top Personal holding (CH/AT/DE) Ultimate ownership Personal tax rate Mid Malta Holding Ltd EU financing hub 5% on distributions Operating OpCo (various EU) Local operations Local rates Phase 2: Company formation and setup (6-8 weeks) Step 4: Malta company incorporation The actual incorporation is straightforward if you have the right partners: Name reservation with Malta Business Registry (€25, online) Memorandum & articles drafting (customized for your needs) Design share capital (different share classes possible) Appointment of directors & shareholders Appointment of company secretary (must be Malta-licensed) Registered office address (must be physical in Malta) Timeline: 2-3 weeks after submitting all documents Costs: €1,500-2,500 for standard company formation Step 5: Banking setup Banking in Malta is the bottleneck of the whole process. Local banks became cautious, but with the right prep, it works. Required documents for corporate banking: Certificate of incorporation Memorandum & articles of association Board resolution for banking Business plan (detailed, showing Malta substance) Source of funds documentation Ultimate beneficial owner (UBO) declarations Directors personal documentation (passport, address proof, etc.) Recommended banks for corporate accounts: Bank of Valletta (BOV) – largest, most established HSBC Malta – international connectivity APS Bank – more flexible for SMEs Lombard Bank – private banking focus Timeline: 4-8 weeks (yes, it really takes that long) Minimum deposit: €25,000-50,000, depending on the bank Step 6: Office setup and substance requirements Now it gets operational. You need real substance, not just paper compliance. Office options in Malta: Option Cost/month Pros Cons Serviced office €800-1,500 Flexible, ready-to-use Less substance credibility Dedicated office €1,200-2,500 Own lease, more substance Setup effort Shared office €600-1,200 Cost-effective Limited customization Phase 3: Operational setup (4-6 weeks) Step 7: HR and payroll setup You need at least one Malta employee for real substance. That means Malta labor law, social security, and payroll. Malta employment basics: Employment license for non-EU directors (€230/year) Social security contributions (10% employee, 10% employer) Income tax (progressive, 0-35%) Minimum wage €835/month (2025) Holiday entitlement 24 days/year Typical Malta employee costs (per year): Role Gross salary Total cost Responsibilities Junior administrator €15,000 €18,000 Basic admin, filing Financial controller €35,000 €42,000 Books, compliance, reporting Malta director €50,000 €60,000 Board decisions, strategy Step 8: Tax registrations Malta has various tax registrations, depending on your business activity: Income tax registration (automatic with company formation) VAT registration (required if >€35,000 revenue/year) Social security (required for all employees) FATCA/CRS registration (if applicable) Phase 4: Transfer and migration (8-12 weeks) Step 9: Asset transfer Now you actually transfer assets to the Malta holding. This must be tax-optimized and legally secure. Typical asset transfers: Intellectual property (trademarks, copyrights, patents) Shareholdings in operating companies Business contracts (after change-of-control check) Cash and investments Critical: all transfers must occur at fair market value and be properly documented. Step 10: Operational migration The last step is operational migration—customers, suppliers, and employees need to be informed about the new structure. Communication plan: Key customers – personal talks with large accounts Suppliers – new contracts or amendments Employees – info about the new structure, TUPE if relevant Tax authorities – notifications in all affected countries What can go wrong—and how to prevent it From my experience, these are the most common bottlenecks: Banking delays: Start early, have 2-3 banks as backup Substance documentation: Keep proper records from day 1 Transfer pricing: Document all transfer prices before transfer Contract migrations: Pre-check all change-of-control clauses Employee issues: Malta employment law differs from Germany/Austria Total timeline for complete Malta restructuring: 4-6 months Total costs (all-in): €25,000-40,000, depending on complexity Malta vs. Ireland vs. Netherlands: Corporate restructuring in comparison After two years of Malta experience and chats with dozens of international entrepreneurs, I can tell you: Malta is not automatically the best choice for everyone. Comparing with other EU holding destinations is essential for the right decision. Malta: The allrounder with the lowest tax burden Best for: E-commerce, software, IP holding, small to mid-size international businesses Malta advantages: Lowest effective tax rate: 5% on distributed profits English language: No language barrier for international teams Flexible substance requirements: Less personnel and infrastructure needed than Ireland Quick setup time: 2-3 months until operational EU membership: Full access to single market Strong DTA network: 75+ double tax treaties Malta disadvantages: Small island: Limited talent pool, logistical challenges Banking: Conservative, longer approval times Reputation risk: Some associate Malta with aggressive tax planning Limited infrastructure: Can be an issue for very large operations Ireland: The corporate powerhouse for big business Best for: Tech giants, pharma, large multinationals with substantial EU operations Ireland advantages: 12.5% corporate tax: Stable and predictable World-class reputation: Google, Apple, Facebook—nobody questions Ireland Talent pool: Highly qualified, especially in tech Infrastructure: Excellent for large operations R&D incentives: 25% R&D tax credit Capital allowances: Generous for IP and equipment Ireland disadvantages: Higher effective tax rate: 12.5% vs. Malta’s 5% Substance requirements: Very high—you need real operations Costs: Setup and ongoing costs much higher Complexity: Irish tax code is complex, especially for SMEs Netherlands: The sophisticated choice for complex structures Best for: Private equity, complex holding structures, international investment funds Netherlands advantages: Participation exemption: 0% on qualifying dividends and capital gains DTA network: Excellent double tax treaties worldwide Sophisticated legal system: Predictable, well-developed corporate law Financial center: Amsterdam as EU financial hub Innovation Box: 9% on IP-derived income Netherlands disadvantages: 25% corporate tax: On operating income (2025) Withholding tax: 5% on outbound dividends (from 2024) Anti-avoidance rules: Very strict, high compliance requirements Costs: Expensive for setup and ongoing compliance The direct comparison: What costs what? Cost factor Malta Ireland Netherlands Setup costs €15,000-25,000 €25,000-40,000 €20,000-35,000 Annual compliance €8,000-15,000 €15,000-25,000 €12,000-20,000 Office/year €10,000-20,000 €25,000-50,000 €20,000-40,000 Employees/year €20,000-40,000 €40,000-80,000 €35,000-70,000 Total annual €38,000-75,000 €80,000-155,000 €67,000-130,000 Tax comparison for different income types This is where it gets interesting—depending on your income type, one country outperforms the others: Income type Malta Ireland Netherlands Trading income 5% (after refund) 12.5% 25.8% Passive dividends 0-5% 0% (qualifying) 0% (qualifying) Capital gains 0% (qualifying) 33% (non-qualifying) 0% (qualifying) Royalties/IP 5% 12.5% (or 6.25%) 9% (Innovation Box) Interest income 10% 12.5% 25.8% When which country? The decision matrix Choose Malta if: You have €500,000-€5M in annual turnover Your business is primarily digital/services You want the lowest absolute tax burden You need a flexible, quick structure Budget for setup/ongoing <€100,000/year Choose Ireland if: You have >€10M annual turnover You plan substantial EU operations You’re in tech/pharma/manufacturing You have an R&D-heavy business Reputation is more important than the absolute lowest tax rate Choose Netherlands if: You need a complex international holding structure You primarily generate dividends/capital gains You do business in/with USA, Asia, emerging markets You require sophisticated legal/tax advice You’re setting up a private equity/investment fund structure Combined structures: The best of all worlds Many sophisticated international businesses use combined structures. Typical setup: Netherlands top holding for international DTA benefits Malta mid-holding for operational EU income Ireland IP holding for R&D and manufacturing Local OpCos in operating markets Obviously, this only makes sense for larger groups—complexity and costs are justified only from €20M+ in revenue. Brexit impact: Why Malta has become more attractive Brexit reshuffled the cards. The UK used to be an attractive alternative to EU holding destinations. Since 2021, Malta is often the better UK replacement: EU market access: Malta has it, UK no longer does English language: Just like the UK, but with EU benefits Common law system: Like the UK, but EU-compatible Financial services: Malta is used as a Brexit alternative Many UK structures migrated to Malta in 2020-2022—a trend that continues. Malta Corporate Restructuring: Costs, timeline, and reality check Let me be honest: Malta restructuring costs more and takes longer than most advisors will tell you. Here are the real numbers—not the marketing promises. The real costs of a Malta corporate structure I’ll break costs into three phases: setup, year 1, and ongoing costs. This gives you a realistic budget plan. Phase 1: Initial setup costs Service Low end High end What’s included Legal advisory €3,000 €8,000 Structure design, legal opinions Tax advisory €2,500 €6,000 Tax planning, compliance setup Company formation €1,500 €3,000 Incorporation, articles, registrations Banking setup €2,000 €5,000 Account opening, documentation Office setup €2,000 €8,000 Deposit, fit-out, IT infrastructure Initial substance €3,000 €10,000 First employees, director fees Asset transfer €2,000 €8,000 IP transfer, valuation, documentation TOTAL SETUP €16,000 €48,000 Ready-to-operate structure Phase 2: Year 1 operating costs Year 1 is more expensive due to teething problems and the learning curve. Cost category Low end High end Comments Office rent €8,000 €20,000 Depends on location and size Employee costs €18,000 €60,000 1-3 FTE depending on activity level Professional services €12,000 €25,000 Accounting, tax, legal, compliance Government fees €2,500 €5,000 Licenses, registrations, filings Insurance & other €2,000 €6,000 D&O, PI, general business insurance Banking costs €1,500 €4,000 Account fees, transaction costs TOTAL YEAR 1 €44,000 €120,000 Operational costs only Phase 3: Ongoing annual costs (year 2+) From the second year, costs stabilize, but you still have substantial ongoing expenses. Cost category Optimized low Full service high Notes Office & facilities €8,000 €18,000 Can optimize after substance established Human resources €15,000 €50,000 Efficiency gains through outsourcing Professional services €10,000 €20,000 Routine compliance vs. active advisory Compliance & admin €3,000 €8,000 Filing fees, renewals, etc. TOTAL ONGOING €36,000 €96,000 Per year from year 2 Realistic timeline: Why everything takes longer Here’s the timeline nobody explained to me at the start. All advisors say “6-8 weeks”—that’s marketing BS. Realistic timeline for a complete Malta restructuring: Weeks 1-4: Planning & advisory Advisor selection and initial meetings Current structure analysis Target structure design Tax clearance in home country Weeks 5-8: Company formation Malta company incorporation Banking application (start early!) Office search and lease negotiation Initial compliance setup Weeks 9-16: Operational setup Banking approval (the big bottleneck) Employee recruitment and contracts IT infrastructure setup Professional indemnity insurance Weeks 17-24: Asset transfer & migration IP transfer documentation Contract migrations Customer/supplier notifications First operational transactions Weeks 25-26: Go-live & optimization Full operational status First month compliance check Process optimization Performance review Total realistic timeline: 6 months (26 weeks) What can extend the timeline: Banking delays: +4-8 weeks (most common bottleneck) Complex IP transfers: +2-4 weeks Regulatory approvals: +2-6 weeks (varies by industry) Employee visa issues: +4-8 weeks (non-EU nationals) Break-even analysis: When does Malta make sense? The key question: at what level do the costs pay off? Let me show you the calculation. Sample calculation for an e-commerce business: Scenario Annual profit Home country tax Malta effective tax Annual savings Small business €200,000 €60,000 (30%) €10,000 (5%) €50,000 Medium business €500,000 €150,000 (30%) €25,000 (5%) €125,000 Large business €1,000,000 €300,000 (30%) €50,000 (5%) €250,000 Minus Malta structure costs: Scenario Annual savings Malta costs Net benefit ROI Small business €50,000 €40,000 €10,000 25% Medium business €125,000 €50,000 €75,000 150% Large business €250,000 €60,000 €190,000 317% My recommendation: Malta is worthwhile from €300,000 annual profit, becomes really attractive from €500,000 upwards. Hidden costs nobody mentions From my experience, there are always unexpected extra costs. Here are the most important ones: Travel & accommodation: Monthly trips for board meetings: €500-1,000/month Accommodation in Malta: €100-200/night Annual travel budget: €8,000-15,000 Dual tax advisory: Home country tax advice: €3,000-8,000/year Transfer pricing documentation: €5,000-15,000/year Tax dispute resolution: €10,000-50,000 (if needed) Technology & communications: VPN and security infrastructure: €2,000-5,000/year Malta phone and internet: €1,000-2,000/year Remote collaboration tools: €1,000-3,000/year Opportunity costs: Management time for Malta compliance: 10-20 days/year Complexity in business processes Potential customer/supplier concerns Optimization options for cost control After two years Malta experience, let me tell you where you can save without risking compliance: Use shared services: Company secretary sharing: save €2,000/year Shared office space: save €5,000-10,000/year Payroll outsourcing: save €3,000/year Technology automation: Automated bookkeeping: save €5,000/year Digital compliance management: save €2,000/year Remote board meeting technology: save €3,000/year in travel costs Strategic timing: Annual compliance batching: save €2,000/year Coordinated tax planning: save €5,000/year Bulk professional services: save €3,000/year Bottom line: An optimized Malta structure costs €35,000-60,000/year ongoing. Non-optimized can cost €80,000-120,000/year. Practical checklist: Successfully implementing Malta Corporate Structure This is the checklist I wish I’d had when I did my first Malta restructuring. Every point comes from real experience—not theoretical consultant talk. Pre-planning checklist (4-6 weeks before start) ✓ Team assembly □ Malta tax advisor with corporate restructuring experience □ Home country tax advisor (for CFC rules and DTAs) □ Malta corporate lawyer (licensed in Malta) □ Company secretary service provider (MFSA licensed) □ Banking relationship manager identified ✓ Current structure analysis □ All revenue streams documented by source country □ Current tax positions in all jurisdictions mapped □ Existing contracts reviewed for change-of-control clauses □ IP portfolio assessed (what can transfer to Malta?) □ Employee contracts checked for TUPE implications □ Banking relationships reviewed (will they serve Malta entity?) ✓ Regulatory clearance □ Home country tax authority notified (if required) □ Industry-specific licenses checked (financial services, etc.) □ Data protection compliance verified (GDPR for EU customers) □ Anti-money laundering requirements understood Company formation checklist (weeks 1-4) ✓ Legal structure setup □ Company name reserved with Malta Business Registry □ Memorandum & articles of association drafted (customized, not template) □ Share structure designed (consider different share classes) □ Directors appointed (at least one EU resident required) □ Shareholders documented with UBO declarations □ Company Secretary appointed (must have Malta license) □ Registered office address secured (physical, not virtual) ✓ Banking application preparation □ Business plan prepared (detailed, showing Malta substance) □ Source of funds documentation assembled □ Due diligence questionnaires completed □ Directors personal documentation prepared □ Multiple bank applications submitted (dont rely on one) ✓ Office & infrastructure □ Physical office space secured (lease agreement signed) □ IT infrastructure planned (internet, phones, security) □ Insurance arranged (D&O, Professional Indemnity, General) □ Utilities and services connected Operational setup checklist (weeks 5-12) ✓ Human resources setup □ Job descriptions created for Malta roles □ Employment contracts drafted (Malta employment law compliant) □ Payroll service provider selected □ Social security registrations completed □ Work permits arranged (for non-EU nationals) □ Employee handbook created ✓ Tax & compliance registrations □ VAT registration completed (if >€35,000 turnover expected) □ Income tax registration confirmed □ Social security employer registration done □ FATCA/CRS registrations (if applicable) □ Industry-specific registrations (FSA, etc.) ✓ Banking & finance □ Corporate bank accounts opened □ Online banking access configured □ Signatories and mandates established □ Initial capital transferred □ Banking compliance procedures implemented Asset transfer checklist (weeks 8-16) ✓ Intellectual property transfer □ IP portfolio valued (independent valuation if significant) □ Transfer agreements drafted □ Transfer pricing documentation prepared □ Trademark assignments filed □ Copyright transfers documented □ License agreements updated ✓ Contract migrations □ Customer contracts reviewed and migrated □ Supplier agreements transferred or novated □ Service agreements updated □ Change-of-control notifications sent □ New invoicing arrangements implemented ✓ Financial assets transfer □ Cash transfers executed □ Investment portfolios transferred □ Intercompany loan agreements established □ Transfer pricing policies implemented Go-live checklist (weeks 16-20) ✓ Operational transition □ First board meeting conducted in Malta □ Management decisions documented as made in Malta □ Operational staff working from Malta office □ Customer service transition completed □ Supplier relationships transferred ✓ Communications □ Customer notification letters sent □ Supplier communications distributed □ Website and marketing materials updated □ Email signatures and letterheads changed □ Social media profiles updated ✓ First month operations □ First invoices issued from Malta entity □ First payments received in Malta bank account □ First employee salaries paid □ First VAT return prepared (if applicable) □ Financial reporting systems operational Ongoing compliance checklist (monthly/quarterly/annual) ✓ Monthly tasks □ Management accounts prepared □ VAT returns filed (if monthly filing required) □ Employee payroll processed □ Bank reconciliations completed □ Transfer pricing monitoring ✓ Quarterly tasks □ Board meeting conducted (physically in Malta) □ Board minutes prepared and filed □ Quarterly financial statements □ VAT returns (if quarterly filing) □ Substance requirements review ✓ Annual tasks □ Annual financial statements prepared □ Corporate income tax return filed □ Annual return filed with Malta Business Registry □ Transfer pricing documentation updated □ Employment law compliance review □ Insurance renewals □ Banking compliance reviews □ UBO declarations updated Red flags to watch for These warning signs mean you might be headed for trouble: Substance issues: 🚩 Board meetings not actually held in Malta 🚩 Malta employees not physically working in Malta 🚩 Decisions made outside Malta 🚩 Maltese office not regularly used Tax compliance issues: 🚩 Transfer prices never documented 🚩 Refund claims not submitted on time 🚩 CRS/FATCA reporting incomplete 🚩 Home country tax obligations ignored Corporate governance issues: 🚩 Board minutes are generic/template-based 🚩 Company secretary duties neglected 🚩 Filing deadlines missed 🚩 UBO declarations not up to date Emergency contacts & resources Government agencies: Malta Business Registry: registry.mbr.mt Inland Revenue (Tax): ird.gov.mt VAT Department: vatdept.gov.mt Malta Financial Services Authority: mfsa.mt Employment & Industrial Relations: dier.gov.mt Professional services: Malta Institute of Accountants (MIA): miamalta.org Chamber of Advocates: avukati.org Malta Chamber of Commerce: maltachamber.org.mt Quick reference numbers: Malta Business Registry Helpline: +356 2590 7000 Tax Helpline: +356 2590 3000 MFSA Compliance: +356 2144 1155 This checklist has saved my skin more than once. Print it out, hang it in your office, and check off every item. Malta compliance is like brushing your teeth—you have to do it regularly or it gets painful. Frequently asked questions (FAQ) How long does a full Malta restructuring take? Realistically, 4-6 months from first consultation to full operational structure. Banking is usually the bottleneck and can take 2-3 months just by itself. From what company size is Malta worthwhile? From €300,000 annual profit it gets interesting, really attractive at €500,000+. Annual structure costs are €35,000-60,000, plus setup costs of €15,000-25,000. What substance requirements must I fulfill in Malta? At least one EU-resident director, a physical office, quarterly board meetings in Malta, and qualified staff for key functions. Pure mailbox companies are no longer accepted. Can I use my existing banks for the Malta structure? Unlikely. Most international banks require local Malta accounts for Malta entities. Plan 2-3 months for banking setup. How does the Malta refund system work in practice? You pay 35% corporate tax, but when profits are distributed, you get 6/7 of the tax (30%) refunded. Effective rate: 5% on distributed profits. Do I have to move to Malta personally? No, but at least one director must be an EU resident and regular board meetings must happen physically in Malta. Budget for monthly trips to Malta. What about transfer pricing? All transfer prices between group companies must meet the arm’s length principle and be thoroughly documented. That’s not optional. What are the risks with Malta structures? Main risks: insufficient substance, wrong transfer pricing, CFC rules in home country, and reputation risk. With professional advice, all are manageable. Can I exit Malta later on? Yes, but plan for it from the start. Liquidation takes 6-12 months and you must observe tax consequences in all countries involved. How does Malta compare to other EU holding locations? Malta: 5% effective tax, low costs. Ireland: 12.5%, higher substance requirements. Netherlands: 25%, but 0% on dividends/capital gains.
