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How to transfer shares in a Maltese company

Maltese law requires that a company has at least two shareholders, although exemptions can be made provided that the company fulfils certain obligations. Shares in Maltese companies can also be held by an authorised fiduciary, allowing for the ultimate beneficiaries to remain confidential. Transferring shares in a Maltese company can help achieve the structure required.

Transfer of Company Shares in Malta

Shares can be transferred within companies in Malta. Duty is imposed on share transfers, but if 90 percent of a company’s business is outside of Malta, then exemptions apply.

Capital gains on transfer of shares in Maltese companies by non-residents are usually exempt under Maltese company law.

The transfer of shares from one person to another under Maltese law, requires the services of an authorised legal intermediary. Our legal experts are authorised by the Malta Financial Services Authority to prove services to facilitate the transfer of shares between interested parties in line with the law.

Company Shares and The Companies Act

The law which governs the transfer of shares is the Companies Act. In the case of the private companies, there are restrictions in place due to the nature of business. Many private companies in Malta are family owned businesses and the legislator wanted the members of these companies to control the entry of new members.

These restrictions are normally found in the memorandum and articles of association of private companies and usually include a clause for directors’ discretion to refuse registry of share transfer. Shareholders may also enter into a specific agreement which is clearly defined in the company’s statute.

The transfer of shares occurs when one shareholder transfers his/her shares to another shareholder, including the buying and selling of shares.

Share Transfers in case of death

The transfer of shares also takes place in the case of death of a shareholder and those shares are passed on to the other shareholders or to heirs.
It is common in today’s business world to sell and buy shares in a company. Integritas offers authorised services to facilitate the transfer of shares through a share transfer agreement.

Share transfers must be registered with the company and the transferee’s name entered in the company’s register of members.

Notification of the transfer to the Registrar of Companies must be made through a return known as a Form T. In order for the transfer of shares to go through, the return must show evidence of tax and duty being paid on the transfer.

Payment of stamp duty is made through the submission of documents in accordance with the Duty on Documents and Transfers Rules to the Commissioner of Revenue.

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