Re-Domiciliation of a Company

A company formed, incorporated or registered outside Malta may, subject to certain conditions, request registration in Malta. This redomiciliation stems from under the Companies Act, as a company continued to Malta. Changes to Maltese Companies Act makes re-domiciliation of companies registered abroad to Malta. Conversely, a company registered in Malta, may seek to re-domicile to an approved jurisdiction outside of Malta.

Both continuations to and from Malta require that a request for such a re-domiciliation be made by the company to the Malta Registrar of Companies. One will supplement this request with various documents. Such documents confirm that the company is able to transfer and that it is not running away from creditors.  These usually take the form of a set of corporate documents, proving the existence and participation of the company. Also, a legal confirmation, by your lawyer, that the company’s eligibility to transfer out.  Comfort on creditors is usually included in this confirmation.

Following the submission of the above documents the Malta Registrar of Companies, the re-domiciliation process is complete.  The MFSA, when satisfied with all the documentation, will issue a Certificate of Continuation in favour of the company.

EFFECTS UNDER THE COMPANIES ACT – PROVISIONAL REGISTRATION

As a result and with the effect from the date of the issuance by the Maltese Registrar of companies of a Provisional Certificate of Continuation in favour of the Company, the company would continue to be a body corporate incorporated in Malta under the Companies Act, and would be subject to all obligations and capable of exercising all the powers of a company under the Companies Act. Such a company requiring the transfer of their operations and domicile to Malta need not liquidate the foreign company and register a new one in Malta. Instead they will solely move their domicile to Malta whilst the legal entity originally formed in the foreign jurisdiction remains in existence.

The effect of such a move is that it does not create a new legal entity, but instead moves the original entity from one legal jurisdiction to another. Such a company will still retain all its assets, rights, obligation and liabilities it had in its original country of registration. Such that the company would retain all its assets, rights, liabilities and obligations.

Furthermore any legal proceedings instituted by or against this company remain in force. Also, the company officers’ obligations, judgment, convictions, rulings, order, debt or liability are still enforceable. Finally, any claim existing against the company or against any member, director or officer vested with the administration or representation of the company.

FINAL REGISTRATION

Within a period of six months from the date of issue by the Malta Registrar of Companies of a Provisional Certificate of Continuation in favour of the company, the  company must submit documentary evidence to the Malta Registrar of companies confirming that it has ceased to be a company registered in the country or jurisdiction where it had been initially formed and incorporated or registered whereupon the Maltese Registrar of Companies would, upon return of the original Provisional Certificate of Continuation issue a Final Certificate of Continuation in favour of the company verifying that the company has been registered as continuing to Malta with the effect from the date on which the company was provisionally registered as continuing to Malta.

NON-PERMISSIBLE REGISTRATION

Companies requesting for a continuation/re-domiciliation to Malta will not be permissible if they originate from companies that:

  • Are in dissolution or are being wound up.
  • Insolvency proceedings, arrangements, compositions, recovery and similar proceedings started by or against them.
  • A liquidator or special administrator or receiver has been appointed.
  • There is a scheme or order suspending or restricting creditors’ rights.
  • There exist proceedings against it for breach of any law in the country of its original incorporation.
MALTA TAX IMPLICATIONS OF A RE-DOMICILIATION

The continuation of a company to Malta would have no consequences for local tax/duty purposes under the laws of Malta. Accordingly, the continuation of the company to Malta would not trigger any Maltese entry tax or other similar taxes.

Additionally, the company is ordinarily resident and domiciled in Malta in terms of the Income Tax Act. This with effect from the date of issuance by the Malta Registrar of Companies of a Provisional Certificate of Continuation in favour of the company. Naturally, assuming the company has a final certificate of Re-Domiciliation in hand.

We offer bespoke company formation in Malta together with advising on the best structure that would suit the client’s needs. We offer all ancillary services related to the formation and maintenance of a company in Malta which include opening of bank accounts, Vat and tax administration as well offering the services of company secretary.

Domiciliation Services offered include:

At E&S we have a dedicated team that can advise on all aspects of administration. In today’s dynamic environment, companies face various challenges. Our team has the experience and dedication to give good and practical advice to assist the client to meet those challenges.

Contact us on +356 20103020 or by mail at [email protected] to find out how E&S can help you in ‘making things happen’.

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