Re-domiciliation of Companies
New amendments to the Maltese Companies Act in terms of Legal Notice 344/2002
Under the Maltese legal framework, foreign companies incorporated outside Malta may redomicile to Malta without the necessity of winding up their affairs in their jurisdiction.
In order to redomicile to Malta, the law of the foreign jurisdiction must allow the company to do so and a declaration from the foreign authorities is sufficient proof to this effect.
Foreign companies that wish to establish their business in Malta will be able to benefit from any tax benefits which a newly registered Maltese company would be entitled to.
Conditions for redomiciling from a foreign jurisdiction to Malta
The conditions for redomiciling from a foreign jurisdiction to Malta are the following:
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the law of the foreign jurisdiction must permit a company to migrate; this must be proved to the Maltese authorities by proper proof, usually in the form of a declaration from the foreign authority;
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the company's charter, memorandum or statute must allow the company to migrate
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evidence from the foreign jurisdiction that it has been informed that the company wants to migrate to Malta
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proof that the shareholders, debenture holders and creditors of the company have consented to the migration in such numbers or proportion as required by the foreign jurisdiction's law.
Necessary Documentation
The documents necessary for redomiciling to Malta are the following:
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a resolution of the shareholders of the company authorising it to migrate to Malta
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a copy of the company's charter, memorandum or statute which must include all the details as are necessary for registration of a company in Malta
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a certificate of good standing or equivalent document issued by the jurisdiction where the company is incorporated
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a declaration signed by the directors of the company confirming (a) the name of the company and the name under which it wants to register in Malta; (b) the jurisdiction where it is incorporated presently; (c) the date of incorporation; (d) the decision to redomicile to Malta; (e) that the company has informed the foreign jurisdiction of its intention to migrate to Malta; (f) that no proceedings are pending against the company for breach of laws of the foreign jurisdiction
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a declaration signed by the directors of the company confirming that the company is solvent;
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a list of directors and company secretary of the company and, if any, of the persons vested with the administration or representation of the company
Non-Permissible Registration of "Flighting" of Company
Applications for re-domiciliation/flighting 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.