The Continuation of Companies Regulation 2002 is a sub article (425) to the Companies Act (CAP386). This law came into force to allow corporate entities re-domiciliation to other jurisdictions. This migration is restricted to companies registered or incorporated in an approved jurisdiction and only if the re-domiciliation is permissible by law in the home country together with the constitutive documents of the company.
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At the same time the regulation also allows, with the consent of the Maltese Registry of Companies, the migration of entities incorporated in Malta to other jurisdiction that permit such re-domiciliation.
Requirements For Re-domiciliation
Provision To Allow the Company to re-domicile
The Memorandum and Articles of Association must include a provision that allows the company to re-domicile to another jurisdiction. If such provision is not included, the company must amend the documents accordingly.
Typically, the following documents are requested to facilitate an application for re-domiciliation of a company to Malta:
- The company must pass an extraordinary resolution by the members or shareholders of the company approving the migration to Malta;
- The constitutive documents of the company must comply with Maltese Legislation, and revised if not;
- A certificate of good standing, or equivalent, which will serve as evidence that the company is compliant with all the requirements of incorporation of the company in its current jurisdiction;
- A declaration by the company directors attesting the official company name it is registered under, the current jurisdiction, the decision to have the company re-domiciled to Malta, that there are no legal procedures pending in the home country and any circumstances surrounding the solvency of the company;
- A list of company directors and secretaries before and after the re-domiciliation; and
- Evidence of similar laws which allows the company to migrate to a different jurisdiction.
The Application for the Re-domiciliation
Once the above documents have been procured, the application can be submitted to the Maltese Registry of Companies.
Once approved, a provisional certificate will be issued to the company. This means the company will continue to be registered and is subject to obligations and any legal proceedings in its current jurisdiction.
Within 6 months a final certificate of registration is issued by the Maltese Registry of Companies upon approval of evidence that the company has ceased to exist in its former jurisdiction.
Reasons For Declined Re-domiciliation
An application can be declined for various reasons. The main reasons are if any creditors have limited the company’s rights or if any legal proceedings, criminal of civil, have been commenced against the company. It is important to note that the Registry of Companies in Malta will not accept the re-domiciliation of a company that is black listed in the Financial Action Task Force (FATF).
It is best to consult a lawyer prior to engaging in a re-domiciliation process to access the company’s ability to re-domicile.
Why Re-domicile To Malta
Firstly, a re-domiciliation opposed to a liquidation of a company can be a lot more cost and time effective. Malta also has very beneficial tax solutions for companies incorporated in the island. Read more about the tax benefits in our corporate tax articles.