Setting Up a Company in Malta for iGaming: Structure, Tax Refund and Substance

Almost every Malta gaming licence sits inside a Maltese company, and the way that company is set up determines tax efficiency, banking, regulatory substance and how smoothly the licence application runs. This guide explains the standard structure used by gaming groups, the formation steps and the practical issues that cause delays.

The standard two-tier structure

Most gaming groups set up two Maltese companies: an operating company that holds the MGA licence and trades, and a holding company above it that owns the operating company’s shares. The reason is the tax refund system. Maltese companies pay 35% corporate tax, but when profits are distributed, the shareholder can claim a refund of 6/7 of the tax paid on trading income. If the shareholder is a Maltese holding company, the refund is received in Malta and can be reinvested or distributed onward without further Maltese tax, giving an effective rate of around 5%. The holding company also simplifies future sales, since a buyer acquires the holding rather than the licensed entity directly.

Formation steps

Incorporation requires a memorandum and articles of association, identification and due diligence documents for shareholders, directors and beneficial owners, a registered office in Malta and the minimum share capital, which for a gaming operating company is set by the licence type rather than company law. The Malta Business Registry typically incorporates within a few days of receiving complete documents. In parallel the company registers for tax and, where relevant, VAT, and appoints a company secretary.

Directors, management and substance

Maltese law does not require resident directors, but the MGA assesses whether the licensee is genuinely managed from Malta, and tax residence depends on management and control being exercised in Malta. In practice groups appoint at least one Maltese resident director, hold board meetings in Malta, locate key functions and regulatory data in Malta and maintain an office. Substance also matters for the tax refund and for double tax treaty access.

Bank accounts

Opening a bank account for a gaming company is slower than incorporation. Maltese and EU banks apply enhanced due diligence to gambling, request the business plan, source-of-funds evidence and licensing status, and may wait for the MGA application to be at an advanced stage. Many groups open an EMI account for initial capital and operations, then a traditional bank account once licensed. Player-fund accounts must be segregated.

Shareholders and beneficial owners

Every shareholder and beneficial owner is identified at incorporation and again by the MGA at licensing. Trusts, foundations and nominee arrangements are permitted only with full disclosure of beneficiaries. Simplifying the ownership chain before incorporation saves weeks later.

VAT and other taxes

Gambling services are generally exempt from VAT, but B2B services within the group, such as marketing or platform services supplied to the operating company, have their own VAT treatment, and operators serving EU players must consider place-of-supply rules. Payroll taxes and social security apply to Maltese employees, and a number of incentive schemes exist for highly qualified staff relocating to Malta.

Sequencing with the licence application

The operating company must exist before the MGA application is filed, since the application is made in its name. The typical order is: structure design, incorporation of holding and operating companies, EMI account and share capital payment, appointment of key persons, MGA application, bank account with a traditional bank, licence, go-live.

Our corporate and structuring team sets up Maltese gaming structures and coordinates them with the licence application. See also Malta gaming licence requirements.