MEMORANDUM AND ARTICLES OF ASSOCIATION

Last Updated on October 2, 2019

The Memorandum of Association of every company shall contain the following information:

• Whether the company is a public company or a private company;
• The name, residence and identification number of each of the subscribers thereto;
• The name of the company;
• The company’s registered office in Malta;
• The objects of the company and in case of a single member company, the main trading activity must also be specified;
• The amount of share capital (also referred to as the authorised capital), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers (issue share capital) and the amount paid up in respect of each share;
• The number of the directors including:
  • The name Identification number and Residence of the first directors and, Where any of the directors is a body corporate:
    • The name and registered or principal office of the body corporate, including the company registration number;
• The manner in which the representation of the company is to be exercised;The name of the first person or persons vested with such representation;
• The name and residence of the first company secretary or secretaries;
• The period, if any, fixed for the duration of the company; and
• In respect of each shareholder, director, legal and judicial representatives and company secretary, the number and a copy of an official identification document should also be given.
  • In the case of a public company, additional document shall be annexed to the memorandum providing:
    • The total amount or an estimate of all the costs payable by the company or chargeable to it by reason of its formation up to the time it is authorised to commence business
    • All the costs relating to transactions leading to such authorisation; 
    • A description of any special advantage granted, prior to the time the company is authorized to commence business, to anyone who has taken part in the formation of the company or in transactions leading to such authorisation;
    • The consent of the appointed directors.

The Memorandum of Association must specify the objects for which the company is set up. The objects may not be simply stated to be any lawful purpose or trade in general, unless a partnership is being incorporated.

The Memorandum of Association may be accompanied by the articles of association, which is a document which prescribes the internal regulations of the company.

If the Articles of Association are not registered, it is assumed that the model articles of association found in the First Schedule to the Companies Act have been adopted.

1. The limited liability company is validly constituted in accordance with the Companies Act once the Registrar certifies under his hand that the company is registered and the partnership shall come into existence and shall be authorised to commence business under the company name as from the date of the certificate.
2. On the registration of the mentioned documentation, the Registrar shall issue a certificate of registration.
3. Furthermore, the registration of the company by the Registrar shall be without prejudice to any other license or other authorization.

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