Continuation of Companies

Introduction

Legal Notice 344 of 2002 lays down that as from the 26th November, 2002, a foreign company incorporated under the laws of an ‘approved’ jurisdiction that is similar in nature to companies as known under Maltese law wishing to ‘migrate’ and, accordingly, be registered as being ‘continued’ under Maltese law may now do so provided:-

  • the laws of the approved jurisdiction authorise the company to do so; and
  • the company is authorised to do so by its constitutive documents.

However, the following companies may not avail themselves of the provisions of this Legal Notice:-

  • companies in respect of which dissolution and winding up proceedings have already been commenced by or against the said companies;
  • companies in relation to which a liquidator or special administrator or a receiver of their property has been appointed;
  • companies in respect of which there is a scheme or order whereby the rights of creditors are suspended or restricted; and
  • companies in relation thereto any proceedings for breach of the laws of the jurisdiction of original registration have been commenced.

Formalities and requirements

The following information and documentation should be submitted to the Registrar of Companies:-

  1.  a resolution (or equivalent document) signed by at least 75% of the shareholders of the foreign company authorising the company to be registered as being ‘continued’ in Malta;
  2. a list of the directors of the foreign company or, where the foreign company does not have directors, a list of those persons vested with the administration or the representation of the foreign company, and of the company secretary, if any;
  3. a copy of the revised constitutive document of the foreign company that, naturally, must comply with the applicable laws in Malta#;
  4. a certificate of good standing in respect of the foreign company issued by the Competent Authority under which such foreign company was registered abroad showing that the said foreign company is in compliance with the registration requirements of that Competent Authority;
  5. a declaration signed by, at least, 2 directors^ (or their equivalent) confirming:- 
  • the name of the foreign company, the jurisdiction under which it is incorporated and the date of incorporation;
  • the decision to register the foreign company as being ‘continued’ in Malta;
  • that the foreign Competent Authority has been duly notified of the foreign company’s intention to ‘migrate’ to Malta and prove of such notification must be submitted;
  • that the foreign company is not currently undergoing proceedings for breach of the laws of the jurisdiction wherein the foreign company was originally registered;
  • the solvency of the foreign company and that there are no circumstances whatsoever of which the directors are aware that could negatively affect in a material manner the solvency position of such foreign company within a period of 12 months*; 

       6. such documentation as may be required by the Registrar of Companies to prove that such request by the foreign company to be registered as being ‘continued’ in Malta:-

  •  is permitted by the laws of the jurisdiction under which the foreign company was originally registered; and
  • is backed by such number of shareholders as is required by the constitutive documents of the company or by the law of such jurisdiction. 

    7. where the foreign company wishing to be registered as being ‘continued’ in Malta is licensed by the laws of that jurisdiction, the foreign company will, in addition, have to submit evidence of such licensing or authorisation.

If any such documents as listed above are not in the English language, certified translations thereof into English should also be submitted.

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