Redomiciliation of foreign companies and continuation in Malta

Asteria offers a broad range of services for businesses, be it re-domiciliation or management services, with locally based directorships and secretaries, ensuring that every company begins its journey in Malta on the right foot. 

Under the Continuation of Companies Regulations Act, a company that is registered outside Malta may continue to operate in Malta through the process of redomiciliation, where a change in domicile is made while abiding by certain terms and conditions. This allows companies to shift their domicile and continue with their day-to-day business unhindered, rather than having to start a new company setup procedure from scratch.

Asteria is on hand to provide the service of re-domiciliation thanks to a trusted network of professionals, ensuring the transition is smooth and hassle-free.

Conditions for Eligibility and Supporting Documents

Conditions for Eligibility

In order to be eligible for the re-domiciliation process to Malta, there are several conditions that a company must meet:

  1. The Maltese Companies Act recognises certain corporate structures, and any foreign company looking to relocate to Malta must have its corporate structure set up in a similar fashion; 
  2. The foreign company must fall under, or be registered under, an approved jurisdiction;
  3. It is important that the foreign jurisdiction does provide for The redomiciliation of companies;
  4. The applicant must ensure that the foreign company’s Memorandum and Articles of Association or any related constituting document allow for the re-domiciliation process to take place, or if it does not, the related documents must be amended accordingly.

Supporting Documents

The following documents are normally necessary in order to apply for the re-domiciliation of a foreign company to Malta, together with a formal request made to the Malta Business Register:

  1. A resolution or the equivalent document authorising the foreign company to be registered for continuation in Malta;
  2. A copy of the amended constitutive document of the foreign company;
  3. A certificate proving the good standing of the foreign company issued by a competent authority;
  4. A declaration signed by at least two directors of the foreign company confirming:
    1. The foreign company’s name and the name under which it intends to continue;
    2. The jurisdiction under which it is registered;
    3. The date of registration;
    4. A copy of the decision showing the intention to continue to operate in Malta;
    5. A document to show that the foreign company has given a formal notice to the competent authority stating its intention to continue operations in Malta;
    6. A statement that no proceedings for breach of laws have been made against the applicant foreign company.

Procedure

After all the required documents have been submitted to the Malta Business Register, a Provisional Certificate of Continuation will be issued to the applicant.

The company must then submit further necessary documents within six months in order to provide evidence that the company in question has ceased to operate in the original country of jurisdiction. 

A Final Certificate of Continuation will be issued by the Malta Business Register once the Provisional Certificate of Continuation has been returned, after all documents have been submitted to the Registrar’s satisfaction.

Upon receipt of the Final Certificate of Continuation, the company will be officially registered to continue operating in Malta, with effect from the date from which the company was provisionally registered to continue its operations in Malta. Thus, the company will then be subject to all the provisions of the Companies Act in Malta and any subsidiary legislation, as well as any other legislation that applies to its business.

The Right Step Forward

The process of redomiciliation and continuation can be highly advantageous, especially considering Malta’s favourable tax regime, allowing for the transfer of assets to another jurisdiction without any negative consequences. Companies going through the redomiciliation process to Malta can benefit from the existing legislation for International Trading Companies, once the redomiciliation process is complete.

Asteria guides its clients through the whole process in providing their re-domiciliation services and their trusted and experienced network of professionals onboarded for this purpose. In addition, Asteria also provides management services andlocal directorship and secretarial services, ensuring full compliance with Maltese law.  

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