Legal Notice 344.2002

Recent changes to the law of Malta have introduced the concept of redomiciliation 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 International Trading Companies which mean that they can benefit from the very attractive tax advantages offered to International Trading Companies.

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.

• 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