Re-Domiciliation and Continuation
The Maltese Continuation of Companies Regulations provide for the continuance of companies, that is, the re-domiciliation of foreign companies to Malta and of Malta-registered companies to foreign jurisdictions. In this regard GTG has advised several businesses on the resultant benefits and has, on numerous occasions, provided assistance in the relocation of companies’ domicile, in particular to Malta.
The jurisdictions from and to which re-domiciliation is currently permitted include EU Countries, EEA Countries and OECD Member States. The continuance of companies allows entities to transfer their seat to a country other than that in which it was registered without the need to dissolve the entity and set up a new company.
Regulations issued under the Companies Act provide for the procedure which is to be followed by a foreign company which intends to re-domicile to Malta. A condition laid down in the relative regulations is that the company, which is to be continued in Malta, must be authorised to do so by its charter, statute or memorandum and articles or other instrument constituting or defining the company. One must therefore confirm that the statutory documents of the foreign company specifically provide for this scenario, usually through a legal opinion or an opinion issued by a practitioner.
In order to re-domicile, a request would have to be made by the foreign company to the Maltese Registrar of Companies which must be accompanied by a number of mandatory documents. Where the company carries on a licensable activity, it must obtain a licence from the Malta Financial Services Authority (MFSA) before it may commence operations in Malta. Once all documents and fees are submitted to the Registrar of Companies in Malta, the company shall be issued with a Provisional Certificate of Continuation in Malta.
Within a period of six months, the company must submit documentary evidence to the Registrar that it has ceased to be a company registered in the country or jurisdiction where it had been initially formed and incorporated or registered. On submission of such evidence the company shall surrender to the Registrar the Provisional Certificate of Continuation, and the Registrar shall issue a Certificate of Continuation confirming that the company has been registered as continuing in Malta.
Continuation of Captive Insurance
In terms of the Insurance Business (Continuance of Companies Carrying on Business Insurance) Regulations, an insurance company, insurance management company or insurance broker licensed in another jurisdiction may be authorised by the MFSA to be registered as continuing in Malta. Other than the requirement of MFSA’s authorisation, the procedures for continuation of these insurance companies are similar to those applicable to the continuation of companies generally. Continuance of companies ensures the continuation of the corporate existence of the body corporate or similar entity in its new domicile.