The Maltese legal framework allows for a company incorporated in an approved jurisdiction to send a request to the Malta Financial Services Authority to be registered as being continued in Malta without the need to wind up its operations where it is incorporated. The Redomiciliation of a Malta Company is governed by Legal Notice 344 of 2002, Continuation of Companies Regulations, 2002. The Second Part of these Regulations deals with the Continuation of outside Malta of companies incorporated in Malta.
Documents required to be sent to the Malta Financial Services Authority as a request by a foreign company for registration as being continued in Malta:
- A resolution signed by the shareholders authorising the company to be registered as being continued outside Malta;
- A copy of the revised Memorandum and Articles of the foreign company;
- A certificate of good standing or equivalent document in respect of the foreign company;
- A declaration signed by the directors of the foreign company confirming:
- The name of the foreign company,
- 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 company has given formal notice to the relevant authority of the country or jurisdiction where the foreign company was formed,
- That no proceedings for breach of the laws of the country or jurisdiction of incorporation have commenced,
- A declaration signed by the 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.
The request by a foreign company for being registered as continued in Malta will not be granted by the Malta Financial Services Authority if:
- The dissolution or winding up of the foreign company has commenced;
- A liquidator of the foreign company has been appointed;
- There is any scheme whereby the rights of creditors are suspended or restricted;
- Any proceedings for breach of the laws of the country or jurisdiction have been commenced against the foreign company.
