Redomiciliation of Companies

The Continuation of Companies Regulations (Legal Notice 344 of 2002 as amended by Legal Notice 352 of 2003 and 181 and 186 of 2006) provides for:

a) the continuation in Malta of a foreign company; and

b) the continuation outside Malta of a company incorporated in Malta.

CONTINUATION OF A FOREIGN COMPANY IN MALTA

A company formed and incorporated or registered under the laws of an approved foreign country, which is similar in nature to a company as known under the laws of Malta, may request the Registrar of Companies to be registered as continued in Malta, provided the laws of the foreign country so permit, and provided the company is authorised to do so by its constitutive documents.

The request to the Registrar of Companies must be accompanied by at least the following documents:

  • the resolution or equivalent document of the foreign company authorising it to be registered as being continued in Malta and a certified translation in the English language where appropriate;
  • a copy of the revised constitutive document of the foreign company;
  • a certificate of good standing in respect of the foreign company issued by the foreign competent authority;
  • a declaration signed by at least two directors of the foreign company confirming:
    • the name of the foreign company and the name under which it proposes to be continued;
    • the jurisdiction under which it is incorporated;
    • the date of incorporation;
    • the decision to have the foreign company registered as continuing in Malta;
    • that the foreign company has given formal notice to the competent authority of the foreign country of its intention of continuing in Malta: evidence of such notice should be annexed to the declaration;
    • that no proceedings for breach of the laws of the country or jurisdiction of incorporation have been commenced against such foreign company ;
  • a declaration signed by at least two directors of the company confirming the solvency of the foreign company;
  • a list of directors of the foreign company as well as the company secretary, if any, or of the persons vested with the administration or the representation of the foreign company;
  • any other evidence or information which the Registrar may require; (h) the relative fees.

CONTINUATION OUTSIDE MALTA OF A COMPANY REGISTERED IN MALTA  

A company registered under the Companies Act may, where the laws of an approved foreign country so permit and upon obtaining the consent of the Registrar of Companies, apply to the competent authority of the foreign country to have the company registered as continued as if it had been incorporated under the laws of that foreign country.

The request by the company for the consent of the Registrar to be continued as a company outside Malta must be accompanied by the following documents:

  • a declaration by at least two directors of the company confirming:
  1. the name of the foreign company and the name under which it proposes to be continued;
  2. the place of proposed registration of the company and the name and address of the competent authority in the foreign country;
  3. the date on which it is proposed to establish domicile in the relevant foreign country.

The company may request the Registrar for his consent only after having fulfilled the following requirements:

  • an extraordinary resolution of the shareholders of the company must be approved and delivered to the Registrar for registration;
  • the company must deliver to the Registrar for registration a declaration signed by at least two directors of the company confirming the solvency of the company;
  • where the company carries on in or from Malta any licensable activity, the company must provide evidence of the consent of the competent authority in Malta for the company to continue in another jurisdiction;
  • where the company is a public company quoted a recognised investment exchange, the company must provide to the Registrar evidence of the consent of the exchange and of the listing authority¬† in Malta for the company to continue in another jurisdiction;
  • any statutory Annual Returns and Accounts which have not been filed, to be submitted for registration
  • all fees and penalties due to the Registrar of Companies must be paid;
  • the fee prescribed for continuation must also be paid.
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