Redomiciliation
and migration of foreign companies to Malta
Recent
changes to the law of Malta have introduced the concept of redomiciliation
or migration of foreign companies to Malta. In terms of the new
amendments to the Companies Act and in terms of Legal Notice 344/2002,
companies that are incorporated outside of Malta may change their domicile
to Malta under certain terms and conditions. Foreign companies that
wish to register in Malta now need not wind-up their foreign business and
re-incorporate in Malta, but can instead move their domicile to Malta
while the former company set-up remains in existence.
An
added advantage is that foreign companies that redomicile to Malta can do
so under the structure of the existing legislation for Companies
which
means that they can benefit from the very attractive tax advantages
offered to
Companies
registered in Malta.
The
conditions for redomiciling from a foreign jurisdiction to Malta are the
following:
-
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;
-
the
company's charter, memorandum or statute must allow the company to
migrate
-
evidence
from the foreign jurisdiction that it has been informed that the
company wants to migrate to Malta
-
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.
The
documents necessary for redomiciling to Malta are the following:
-
a
resolution of the shareholders of the company authorising it to
migrate to Malta
-
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
-
a
certificate of good standing or equivalent document issued by the
jurisdiction where the company is incorporated
-
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
-
a
declaration signed by the directors of the company confirming that the
company is solvent;
-
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
The
cost for re-domiciling a foreign company to Malta is substantially
lower than the costs for registering a new company. Please feel free
to contact
us
should you have an immediate query about this matter. We would like to
advise persons contacting us that we do not offer a free information
service in this regard and prior to providing detailed advice we would
require a retainer agreement to be signed.
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Copyright 2001: International Beneficiary Services Ltd.
