Malta Company Contents of The M&As (Memorandum and Articles of Association)
For a company to be registered, the following documents and information must be filed with the Registrar of Companies:
(a) The Contents of the M&As. The Memorandum must state, among other things, the following:
- Whether the company is a public company or a private company,
- The name, residence and identity of each of the subscribers thereto;
- The name of the company;
- The registered office in Malta of the company;
- The objects of the company, which it is advisable that they should be as wide as possible so as to enable the company to engage in any kind of business or activity, without this being “ultra vires” (beyond the powers of) the company and, therefore voided.
- The amount of the share capital with which the company proposes to be registered (“the authorised capital”), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers and the amount paid up in respect of each share and where the share capital is divided into different classes of shares, the rights attaching to the shares of each class;
- The number of directors, the name, residence and identity of the first directors, and where any of the directors is a body corporate, the name and registered office of the body corporate; A minimum of one director is required for a private company, whereas two directors are necessary for a public company. There is no maximum number of directors. Although there is no necessity to have local directors, this is advisable especially where the provisions of a double tax treaty are gong to be utilised; and it is important to show that the company is effectively managed and controlled in and from Malta (tax resident in Malta) and that all company decisions are taken in Malta.
- The name, residence and identity of the first company secretary or secretaries; For practical reasons, it is recommended that the Secretary, or one of the Secretaries be a Malta resident. Directors can also act as Secretaries, but a sole Director cannot act as a Company Secretary, except only in the case of a “one shareholder- one director- one secretary company” when one person can indeed act in all three aforementioned capacities.
- The period, if any, fixed for the duration of the company.
(b) The Articles of Association which generally govern the company’s internal procedures and functions. The articles contain rules governing the internal management of the company and regulating the rights of its members among themselves.
Both the Memorandum and Articles of association may be altered or added to by means of an extraordinary resolution, which normally requires a majority vote of the members holding in aggregate not less than 75% in nominal value of the shares represented and entitled to vote at the meeting or 51% or more of the shares entitled to vote at the meeting.
The Articles shall typically contain any of the following:
- The issue of shares and variation of rights;
- Calls on shares;
- Transfer and Transmission of shares (pre-emption rights, tag-along and drag-along options);
- Forfeiture and surrender of shares;
- Conversion of shares into stock;
- Convening of and proceedings at general meetings, including demands for a poll and voting rules;
- Directors, including their powers and duties;
- Appointment of directors and appointment of chairman;
- Proceedings of directors, including voting rules and casting rules;
- Delegation of directors’ powers to a director, managing director or committee of directors;
- Appointment of alternate directors;
- Reserved matters which shall be the prerogative of the general meeting;
- Proxy forms;
- Appointment and responsibilities of the company secretary;
- Dividends, reserves and capitalisation of profits;
- Indemnities to officers, agents and the auditor.
Once all the required documents have been lodged with the Registrar of Companies and the Registrar of Companies is satisfied that all the documents submitted are compliant to the Laws of Malta, a Certificate of Incorporation will be issued. Provided all the necessary documents are submitted to the Registrar of Companies, a company may be incorporated within a period of two (2) days, whereupon the company can start its corporate existence immediately.
Contact one of our officers to initiate the incorporation of a Maltese registered company and start reaping the full benefits of an onshore, low-tax, EU jurisdiction. Simply fill in the contact box below or contact us by email on firstname.lastname@example.org or by calling at +356 2338 1500
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