The Continuation of Companies Regulations (Subsidiary Legislation 386.05) provide for:

  1. The continuation in Malta of a foreign company; and
  2. The continuation outside Malta of a company incorporated in Malta.

1. Continuation of a Foreign Company in Malta

A company which was formed and incorporated or registered under the laws of an approved foreign country, may request to the Registrar of Companies to be registered as continued in Malta, as long as, the following eligibility criteria are met:

  • The foreign company is similar in nature to the company under Maltese law
  • It is permitted by the laws of the foreign country under which the company is incorporated or registered and
  • The company is authorised to do so by the its constitutive documents

Required Documentation

The following documents are required to be presented:

  1. The resolution or equivalent document of the foreign company authorising it to be continued in Malta and a certified translation if the document is in a foreign language
  2. A copy of the revised constitutive document of the foreign company
  3. Certificate of Good Standing issued by the competent authority vis-à-vis the foreign company
  4. A declaration signed by at least two directors confirming the following:
    1. The name of the foreign company and the name under which it wishes to be continued
    2. he jurisdiction under which it is incorporated
    3. Date of incorporation
    4. Decision to have the foreign company registered as continuing in Malta
    5. Evidence that the foreign company has given formal notice to the competent authority of the foreign country of its intention to be continued in Malta
    6. Evidence that no proceedings for breach of laws of the country of incorporation have been commenced against the foreign company
  5. Declaration signed by two directors confirming the solvency of the company
  6. List of directors of the foreign company
  7. Any other evidence or information which the Registrar may require
  8. Relative Fees

Provisional Registration

After submitting the relevant documents, a Provisional Certificate of Continuation is issued typically within two to four working days. The company would be subject to all the obligations and capable of exercising all the powers attributed to a company registered in Malta.

Final Registration

After having received the Provisional Certificate of Continuation, the company will have a timeframe of six months during which the company must obtain documentary evidence confirming the company is no longer registered in its previous country of incorporation. This evidence is to be submitted to the Registrar of Companies, who will in return exchange the Provisional Certificate of Continuation for a Certificate of Continuation.

Applicable Fees

A registration fee of €245- €2,250 will apply depending on the company’s authorised share capital at the date of the provisional registration in Malta.

 2. Continuation Outside Malta of a Company Registered in Malta

A company may apply to the competent authority of the foreign country to have the company registered as continued as if it had been incorporated under the laws of such foreign country as long as the following eligibility criteria are met:

  • Obtaining the consent of the Registrar of Companies
  • Assuming the laws of the foreign country so permit

Required Documentation

The request for the company to be continued outside of Malta must be accompanied by the following documents:

  1. Declaration by at least two directors of the company confirming
    1. The name of the foreign company and the name under which it wishes to be continued
    2. The place of the proposed registration of the company and the name and address of the competent foreign authority
    3. The date on which it is proposed to establish domicile in the foreign country

Further Requisites

The following requirements must be fulfilled:

  1. An extraordinary resolution of the shareholders of the company which is delivered to the Registrar of Companies
  2. Declaration signed by two directors of the company confirming the solvency of the company
  3. If the company carries on in or from Malta any licensable activity, the company must provide evidence of the consent of the competent authority in Malta for the company to continue in a foreign country
  4. All fees and penalties due to the Registrar
  5. The fee prescribed for continuation

 

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