Already established companies may decide it is more advantageous to operate out of Malta for a number of reasons but may be discouraged by the several contracts and business and financing setups in place for that company. Moving is possible without any interruption of existing busienss by company redomiciliation.
The Continuation of Companies Regulations that allow for the redomiciliation of corporate entities in Malta under the Maltese Companies Act. Redomiciliation is restricted solely to companies registered or incorporated in an approved country or jurisdiction, and only insofar as the redomiciliation is permissible by the law of the home-country and by the constitutive documents of the corporate entity.
The Regulations allow, pursuant to the consent of the
Maltese Registrar of Companies, the redomiciliation of Maltese entities in any jurisdiction that permits such redomiciliation.
Steps for the redomiciliation of companies in Malta
Enabling Provisions in Constitutive Documents
The constitutive documents (e.g. Memorandum and Articles of Association) of the Company to redomiciliation in Malta must include a provision allowing or empowering the Company to redomicile 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.
Redom Request & Supporting Documents
Once the constitutive documents of the Company include the aforesaid provision, a request for redomiciliation in Malta shall be possible, insofar that the following supporting documents are annexed to the application:
Any pledge on shares in the Company shall continue to be valid upon redomiciliation 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 redomicile in Malta, subject to special ad hoc regulations.
Click here for more information regarding the redomiciliation of Offshore Funds
We can assist you in the preparation of all resolutions and declarations necessary for redomiciliating the Company in Malta, and in the compilation of all supporting documentation. Contact us to get a fee quote and to start the redomiciliation process.
Submission of Redom Application
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.
Approval
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
Evidence of Home Country Cessation
Within six (6) months of the date of issuance of the temporary certificate of redomiciliation, 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 redomiciliation 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 above process applies also to a Maltese registered Company seeking redomiciliation from Malta to another jurisdiction.