Redomiciliation: moving an existing company to Malta
A company can move to Malta without being wound up and re-formed. It keeps its contracts, its assets and its history. Here is how continuation works.
A company incorporated in one country can, in many cases, become a company of another without ceasing to exist. Malta allows this under the Continuation of Companies Regulations (Subsidiary Legislation 386.05): a foreign company applies to be registered as continued in Malta, and on registration it is a Maltese company with the same legal personality, the same assets and liabilities, and the same contracts it had the day before. Nothing is transferred, because the company is the same company. The alternative, forming a new Maltese company and moving the business into it, triggers transfers, consents, novations and often tax; continuation avoids all of that.
Conditions
The company's home jurisdiction must permit outward continuation, and its constitutional documents must allow it. It must be a body corporate similar in nature to a Maltese company. It must not be in liquidation or subject to insolvency proceedings, and no proceedings for a breach of law may be pending against it. Its home regulator, if it is a regulated entity, must consent.
The application
The application to the Malta Business Registry is made by the company's directors with:
- a resolution of the shareholders approving the continuation;
- a certificate of good standing from the home registry;
- the company's constitutional documents, and the revised memorandum and articles that will govern it as a Maltese company;
- a declaration by the directors that the company is solvent, that the home law permits the continuation, and that the shareholders and creditors have been notified;
- the list of directors, secretary and shareholders, and the beneficial ownership information;
- evidence that any home-jurisdiction consents have been obtained.
The Registry issues a provisional certificate of continuation, and the company has six months to deregister in its home jurisdiction and return the evidence. The Registry then issues the final certificate.
Tax
A company that becomes Maltese by continuation becomes resident in Malta for tax from the date of continuation, and its assets may be entered at market value for Maltese tax purposes, which can step up their base cost. Whether the home jurisdiction charges an exit tax is a matter of its own law, and within the EU the Anti-Tax Avoidance Directive requires one on unrealised gains in most cases. The tax analysis is done before the shareholders resolve, not after.
Where companies come from
Continuation into Malta is common from other jurisdictions that permit it, including most Commonwealth and offshore centres and, within the EU, those whose company law provides for it. From jurisdictions that do not, the route is a cross-border conversion under the EU Mobility Directive, or a merger into a Maltese company, and the choice depends on the two laws involved.
Frequently asked questions
- Does a redomiciled company keep its contracts?
- Yes. Continuation preserves the company's legal personality, so its contracts, assets, liabilities and licences continue without assignment or novation.
- How long does redomiciliation to Malta take?
- The Maltese side is typically a few weeks from a complete application to the provisional certificate. The company then has six months to deregister at home and obtain the final certificate.
- Can any company redomicile to Malta?
- Only if its home jurisdiction permits outward continuation and its constitution allows it. Where the home law does not, a cross-border conversion or merger under EU rules may be available instead.