Redomiciliation is the process whereby a company registered in a particular jurisdiction migrates or is continued in another jurisdiction without the need to be wound up or liquidated. As a result, the main advantage of a redomiciliation is that there is continuity of the entity and there is no need to renegotiate agreements, transfer assets etc.
Malta allows both inward and outward redomiciliations and no exit taxes apply. On the other hand, a company migrating from a foreign jurisdiction to Malta may ‘step-up’ the value of the assets without any Maltese tax implications.
A foreign body corporate wishing to migrate to Malta must be similar to a Maltese company.
Migration procedure and documentation
A company wishing to migrate to Malta should make a request to the Registrar of Companies. The request must be accompanied with the following documentation:
- a resolution of the foreign company authorising it to be registered as being continued in Malta;
- statute of the foreign company, revised and amended to include requirements for registration in accordance with the provision of the Maltese Companies Act;
- a certificate of good standing in respect of the foreign company issued by the competent authority of the country in which the foreign company was incorporated or some other documentary evidence to show that the foreign company satisfies the registration requirements of the country in which it was incorporated;
- a declaration signed by the directors of the foreign company confirming:
- the name of the foreign company and the name under which it proposes to be continued in Malta;
- the jurisdiction under which it is incorporated;
- the date of incorporation;
- the decision to have the foreign company registered as continuing in Malta;
- that formal notice has been given to the relevant authority of the other foreign jurisdiction of its decision to be registered as continuing in Malta and providing evidence of such notification;
- that no proceedings for breach of the laws of the jurisdiction in which it was registered have been commenced.
- A declaration of solvency signed by the directors or persons vested with the company’s administration or representation, confirming that the company is solvent and that they are not aware of any circumstances which may negatively affect such solvency in a material manner within the next twelve months;
- A list of the directors and company secretary of the foreign company or where such company does not have these officers, a list of the persons vested with the administration or representation of the foreign company;
- Any other information which the Registry of Companies may require.
A registration fee must be paid and this varies between €245 for companies with authorised share capital not exceeding €1,500 and €2,250 for companies with authorised share capital of over €2.5 million.
Should the foreign company be a public company or carry out activities which if conducted in or from Malta require licensing or authorisation such as companies providing investment advice, insurance companies, banks and financial institutions, trustees, etc., additional documentation will apply.
The Registrar of Companies shall issue a Provisional Certificate of Continuation upon being satisfied that the documents supporting the request for registration are satisfactory.
The effects of provisional registration are:
- The company shall be continued as a body corporate incorporated under the Companies Act subject to all the obligations and exercising all the powers of such a company;
- Its statute (as revised for the purpose of the redomiciliation) shall be considered as the company’s Memorandum and Articles of Association.
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 Registrar that it has ceased to be a company registered in the foreign jurisdiction where it was originally incorporated. Upon presentation of such evidence and the surrender of the Provisional Certificate of Registration, the Registrar will issue a Certificate of Continuation confirming that the company has been registered as continuing in Malta.