Redomiciliation is the process by which a transfer of a company’s seat of incorporation into or out of a jurisdiction takes place. In Malta the legislative framework that regulates both the inward and outward continuation of foreign and local companies is the Continuation of Companies Regulations, 2002 (Legal Notice 344 of 2002)
A company that is incorporated outside of Malta is able to be redomiciled to Malta under the above mentioned regulations. A company that is incorporated in Malta may also be redomiciled to another jurisdiction.
A company which is similar in nature to a company as known under Maltese law, may be redomiciled to Malta or redomiciled from Malta if the country is an approved jurisdiction.
PROCEDURE FOR REDOMICILIATION
In order to be continued in Malta, a request by a foreign company must be made to the Malta Registrar of Companies. The above request must include documentation mainly intended to confirm to the Registrar the existence of the foreign company and of its intention to continue in Malta.
EFFECTS OF REGISTRATION
Once the Registrar verifies that the documents submitted are in order, foreign company is provisionally registered and the Registrar issues a Provisional Certificate of Continuation. Upon the issue of the Provisional Certificate, the foreign company can start operating in Malta. The continuation will not result in the creation of a new legal entity but the company is considered as being subject to all the rights and obligations of a Maltese company.
Within a period of six months from the date of the issue of the Provisional Certificate of Continuation, the company must submit documentary evidence to the satisfaction of the Registrar that it has been struck off from the register in the foreign jurisdiction where it was initially registered. Upon such documentary evidence being submitted, the Registrar will issue the Certificate of Continuation. There is no difference at law between the effects of the Provisional Certificate of Continuation and the Certificate of Continuation. The foreign company is deemed to be registered in Malta and can start operating upon the issuance of the Provisional Certificate of Continuation. The purpose of the final Certificate of Continuation is to confirm that the company has been struck off the foreign register and that it has been registered as continuing in Malta as from the date of the Provisional Certificate of Continuation.
We can assist with the process of redomiciling a business to Malta or redomiciling a business in Malta to another jurisdiction. For further information, kindly contact us and we will be happy to assist you.