Setting up a Gaming Company
Maltese companies used for remote gaming must clearly state in their Memorandum 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:
Name: The proposed names of the Company. Please note that we would need to be provided with 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.
Description: A description of the activities of the Company.
Registered Office: A Maltese company is required to have a registered office in Malta. Please note that we are in a position to provide our clients with a registered address in Malta.
Share Capital: A Maltese Company must be set up with an amount of share capital, minimum of which is Euro 1,165 of which at least 20% of the nominal value must be paid up on subscription. However, prior to going live and following the review of the business plan, the LGA usually requests remote gaming operators to increase the issued share capital to:
Class 1: Euro 100,000
Class 2: Euro 100,000
Class 3: Euro 40,000
Class 4: Euro 40,000
Class 1 on 4: Euro 100,000
Company Secretary: In accordance with Maltese law, the company secretary is an officer of the company. His/her duties relate to the administration of the company and to ensuring that the company remains in good standing. This includes amongst others, making sure that all statutory forms, copies of resolutions and returns are prepared and delivered to the Registry of Companies. Indeed under Maltese law, the company secretary has considerable responsibilities and hence it is advisable to appoint an individual who is familiar with Maltese law. In all cases, the company secretary must be an individual.
Directors: A private company must have at least one director. This director may be resident, non-resident, individual or corporate and 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 LGA 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 LGA (monthly and on an ad-hoc basis on any changes).
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
A Maltese company must file annual audited accounts with the Maltese Registrar of Companies. The books of the Company may be kept overseas. Nonetheless, the Company's accounts must be audited by a local auditor annually.
Timeframe for incorporation and State Fees
Once all the requisite documents have been made available to us and matters such as the Companies' Memorandum and Articles of Association and the share capital transfers have been settled, it generally takes a couple of days to register the Company.
There is a minimum government registration fee, effective 1st January 2009, payable to the Registry of Companies of €296. This increases in proportion to the amount of authorised share capital of the company.
