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Company Redomiciliation to Malta
By George Farrugia

Foreign Company Re-domiciliation to Malta.

The re-domiciliation of companies registered in foreign jurisdictions to Malta has been made possible through changes made in the Maltese COMPANIES ACT 1995, during the year 2002 – Refer Legal Notice 344/2002.

This means that such a company requiring the transfer of their operations to Malta need not liquidate the foreign company and register a new one in Malta. Instead they can move their domicile to Malta whilst the legal entity originally formed in the foreign jurisdiction remains in existence.

The effects of such a move is that it does not create a new legal entity, but instead moves the original entity from one legal jurisdiction to another. Such a company will still retain all its assets, rights, obligation and liabilities it had in its original country of registration. Furthermore any legal proceedings instituted by or against this company will not be affected. Neither will the company officers be released from any of the obligations, judgment, convictions, rulings, order, debt or liability that was or becomes due on any cause existing against them.

The first step that needs to be taken is a formal application to the Registrar of Companies requesting that the foreign registered company be re-domiciled to Malta. This application must be accompanied by the following documentation:

· Proof that the law in the original country permits such a re-domiciliation, usually in   the form of a declaration from the foreign authority in charge of registration of   companies.


· A copy of the company’s memorandum or charter showing that it permits such   re- domiciliation and containing all the information as required by Maltese company   law.

· Evidence that the foreign jurisdiction has been informed of this request to   re- domicile to Malta

· Proof that the shareholders, debenture holders and creditors of the company have   consented to the migration in such numbers or proportion as is required by the law   in the jurisdiction of origin.

· A resolution of the shareholders of the company authorizing it to migrate to Malta

· A certificate of good standing issued by the jurisdiction where the company is   incorporated.

· A declaration signed by all the directors of the company confirming that:

1. The current name of the company, and the name it wishes to be registered in      Malta.

2. Details of the jurisdiction where it is presently incorporated

3. The date of incorporation

4. Their decision to redomicile to Malta

5. The company has informed its current jurisdiction of its intention to migrate to      Malta

6. That no proceedings are pending against the company for breach of any law of the      foreign jurisdiction

· A declaration by the directors that the company is solvent.

· A list with full details of :

1. Company directors

2. Company secretary

3. Persons vested with the administration and/or representation of the company, if     any.


Once all these documents are filed with the Registrar of Companies, a PROVISIONAL CERTIFICATE OF CONTINUATION is issued and the company will be considered as provisionally registered under the Malta COMPANIES ACT 1995.

Within six months of the issue of such certificate, the company has to present proof to the Registrar that it has ceased to be registered as a company in its original jurisdiction. If this is not done, the Registrar may:

1. Strike the company off the local register of companies, or

2. Extend the time limit for submission of the above proof by a further 3 months.

On presentation of the required evidence, the Registrar will issue a CERTIFICATE OF CONTINUATION and requires that the PROVISIONAL CERTIFICATE OF CONTINUATION be surrendered to him.


Upon completion of these formalities, the company will be considered as duly registered under the Malta COMPANIES ACT 1995 and becomes subject to all its provisions.

Non-Permissible Registration

Applications for re-domiciliation to Malta will not be entertained if they originate from companies that:

1. Are in dissolution or are being wound up

2. Insolvency proceedings, arrangements, compositions, recovery and similar     proceedings have been commenced by or against them

3. A liquidator or special administrator or receiver has been appointed

4. There is a scheme or order suspending or restricting creditors’ rights

5. There exist proceedings against it for breach of any law in the country of its      original incorporation.

Disclaimer

The above information is being provided as a general guide only and should not be considered as a substitute for professional advice.

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