Incorporation of a company under Maltese law takes place by filing a document known as a Memorandum and Articles of Association. This document essentially constitutes a contract between the shareholders that are forming the company.
The Memorandum describes the nature of the company in formation and must contain the following information:
- the name of the company;
- an indication whether the company is a public or private company;
- personal details of each of the shareholders (i.e. name, address in full and passport number);
- the objects of the company;
- the registered office in Malta of the company;
- the authorised and issued share capital of the company, divided into shares of a fixed nominal value;
- the number of shares taken up by each shareholder and the amount paid up in respect of each share;
- the number of directors and their personal details;
- the manner in which the legal and judicial representation of the company is to be exercised and the name of the first person/s vested with such representation; and
- personal details of the first company secretary.
The Articles, on the other hand, contain the rules by which the company shall regulate its internal affairs such as, for example, the procedure to be followed during board meetings, transfer and transmission of shares etc..
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