Malta stamp duty on shares: 2%, and when it becomes 5%

The base rate

Article 42(1) of the Duty on Documents and Transfers Act charges €2 for every €100 or part thereof of the amount or value of the consideration or the real value of the marketable security, whichever is higher. It applies to transfers inter vivos of Maltese marketable securities, to notices of transfer causa mortis of company shares under article 45, and to a transfer of real value in marketable securities under article 42B.

The property-company uplift

Article 42(2)(a) increases the duty by a further €3 for every €100 or part thereof, taking the total to 5%, where 75% or more of the company's assets, excluding all current assets other than immovable property, consist of immovable property or a right over an immovable. Article 42(2)(b) extends the uplift to a company holding shares in such a property company, subject to a detailed aggregate test, and expressly does not apply it twice.

Article 42(2)(c) blocks the obvious planning: in determining the value of the security, no liability is deducted in excess of the value of all assets other than the immovable property itself, apart from certain bank loans relating to the cost of acquisition and improvement of that property.

Foreign securities can still be caught

• Foreign securities in a property company: article 42(1)(a)(i) charges duty on a transfer to or by any person resident in Malta, wherever executed, unless duty has been paid in the country of execution or registration.
• Foreign securities in a Malta-facing company: article 42(1)(a)(ii) catches a company with, directly or indirectly, more than 50% of its business interests in Malta, on transfers to or by an individual ordinarily resident and domiciled in Malta or a person owned or controlled by such an individual.
• Other foreign securities: article 42(1)(a)(iii) charges duty on transfers to or by a person resident in Malta, but the proviso removes the charge where the company is neither a property company nor Malta-facing and the transfer is effected through a local bank or an investment services licence holder.

The exemptions that matter in practice

Group restructuring

The provisos to article 42(1)(b) exempt transfers and exchanges of shares within a group of companies on mergers, demergers, amalgamations and reorganisations, subject to a tighter beneficial-ownership test where a property company is involved.

Article 47 companies

Acquisitions and disposals of marketable securities by, and issued by, companies and partnerships more than half owned by non-residents that carry on or intend to carry on more than 90% of their business outside Malta, along with licensed collective investment schemes and certain investment services licence holders, are exempt from the Act.

Family business transfers

Article 41C(2) disregards the first €150,000 of the value of shares or partnership or trust interests transferred to family members in a registered family business, subject to conditions on the business owning no other immovable property and on 85% ownership by the individuals or family members.

The determination of whether a company is property-heavy is made from its accounts and an architect's valuation of the immovable property. Legal Notice 158 of 2026 amended the Duty on Documents and Transfers Rules to require a Land Registry site plan, signed and stamped by a Perit, alongside that valuation. This is a filing exercise for an accountant and a notary, not a self-assessment.