The Continuation of Companies Regulations (“the Regulations”) allow for Malta Re-domiciliation of Companies under the Maltese Companies Act. Re-domiciliation is restricted solely to corporate entities (“the Company”) registered or incorporated in an approved country or jurisdiction (“home country”), and only insofar as the re-domiciliation is permissible by the law of the home country and by the constitutive documents of the corporate entity.
Likewise, the Regulations allow, pursuant to the consent of the Maltese Registrar of Companies, the re-domiciliation of Maltese entities in any jurisdiction that permits such re-domiciliation.
The re-domiciliation of companies in Malta is permissible, insofar as the following steps are adhered to:
Step 1: The constitutive documents (e.g. Memorandum and Articles of Association) of the Company to re-domicilie in Malta must include a provision allowing or empowering the Company to re-domicile in another jurisdiction.
In the event that the constitutive documents of the Company do not include such provision, the Company shall have to amend its constitutive documents accordingly.
Step 2: Once the constitutive documents of the Company include the aforesaid provision, a request for re-domiciliation in Malta shall be possible, insofar that the following supporting documents are annexed to the application:
a) An Extraordinary Resolution, or the equivalent thereof, passed by the members of the Company approving the migration of the Company to Malta;
b) A copy of the constitutive documents of the Company, revised in order to comply with Maltese legislation;
c) A Certificate of Good Standing, or the equivalent thereof that will serve as evidence that the Company is in compliance with the requirements of incorporation of the authority of the home country;
d) A declaration signed by at least two (2) directors of the Company attesting:
- The full name of the Company as registered with the relevant authorities in the Country of first incorporation and the intended name under which the Company wishes to operate in Malta. It is strongly advisable that a company search be conducted prior to the re-domiciliation process to ensure that the proposed name is available.
- The jurisdiction within which or according to which the Company was first incorporated;
- The decision to have the Company re-domiciled in Malta;
- That the Company has given its official notification to the relevant authority in the home country of its intention to be re-domiciled in Malta, and evidence of such notification;
- That there are procedures pending against the Company for breaches of the laws of the home country;
- That the Company is solvent and that the directors are not aware of any circumstances which could adversely affect the solvency of the Company within a period of twelve (12) months from the date on which the redomiciliation application is filed.
e) A list of the directors and company secretary, if any, of the Company, before re-domiciliation and after re-domiciliation of the Company in Malta;
f) Evidence of similar laws, typically a legal opinion, allowing for company migration, in the home country, and notably that the proposed re-domiciliation is not dependent on the consent of any creditors of the Company.
Any pledge on shares in the Company shall continue to be valid upon re-domiciliation of the Company in Malta, provided due notification is given to the Maltese registrar of companies.
Additional documents shall be required in the case of public companies or listed companies.
Companies incorporated outside Malta, which carry out licensable activities e.g. banking, insurance etc; may also apply to re-domicile in Malta, subject to special ad hoc regulations.
We can assist you in the preparation of all resolutions and declarations necessary for re-domiciliating the Company in Malta, and in the compilation of all supporting documentation. Contact us to get a fee quote and to start the re-domiciliation process.
Step 3: Once we are in receipt of all the aforesaid documents, we can proceed in submitting the application for redomiciliation to the Maltese Registry of Companies.
Step 4: When the Maltese Registrar of Companies is satisfied that the application form and documents submitted are in accordance with the Regulations, the Registrar shall issue a provisional certificate, meaning that the Company:
- continues to be a body corporate registered in Malta;
- is subject to all the obligations and capable of exercising all powers of a Maltese company registered under the Maltese Companies Act;
- retains all its assets, rights, liabilities and obligations;
- remains subject to any legal proceedings or judgments commenced or given prior to registration in Malta
Step 5: Within six (6) months of the date of issuance of the temporary certificate of re-domiciliation, the Company has to submit evidence to the Registrar from the relevant body of the country of first incorporation, that it has ceased to be a company registered in the home country (i.e. that it has been struck off).
Upon receipt of acceptable proof of the aforesaid striking off, the Maltese Registrar of Companies shall issue a final certificate of registration.
An application for Malta Re-domiciliation of Companies may be declined in the following circumstances:
- Where procedure for dissolution or winding-up or any other insolvency proceedings, writs against the Company or equivalent proceedings have been commenced against the Company;
- A liquidator, receiver or equivalent administrator has been appointed in relation to the Company;
- If any order exists that limits or suspends the rights of the Company’s creditors;
- If any legal proceedings, criminal or civil have been commenced against the Company in the home country.
The aforesaid procedure shall likewise apply if a Maltese registered Company wishes to re-domicile from Malta to another jurisdiction, subject to payment of a one-time fee of € 1,000.
Contact us to get a free quote and to start the re-domiciliation process.
Avoid the need to liquidate your company and start reaping the full benefits of the Maltese, onshore, low-tax solutions, by re-domiciliating your company to Malta.
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