Redomiciliation of Foreign Companies to Malta

Foreign companies incorporated outside Malta may transfer their domicile to Malta without winding up their foreign business.  Redomiciliation of foreign companies to Malta may be carried out under certain terms and conditions which allow the foreign company set-up to remain in existence.

Foreign companies which choose to transfer their domicile to Malta may benefit from the tax advantages available under the International Trading Companies legislation.

The conditions under which a foreign company may transfer its domicile to Malta are the following:

1. The law of the foreign jurisdiction where the foreign company is established, must allow the company to migrate.  Proper evidence must be provided to the Maltese authorities, usually in the form of a written declaration by the foreign authority.
   
    
2. The company’s own regulations (memorandum & articles or charter) must allow it to migrate.
   
    
3. Evidence must be provided that the competent authority of the foreign jurisdiction has been informed that the company wants to migrate.
   
    
4. Evidence must be provided that the laws of the foreign jurisdiction, in relation to migration of companies, have been followed, in particular that shareholders, creditors and debenture holders have consented to the migration in accordance with the rules of the foreign jurisdiction.
    

The following documents are required for redomiciling a foreign company to Malta:

1. A shareholder’s resolution authorizing the foreign company to migrate to Malta.
   
    
2. A copy of the foreign company’s charter or memorandum & articles of association, which must include all the information necessary to register the company in Malta.
   
    
3. A good standing certificate or equivalent document issued by the competent authority of the jurisdiction where the foreign company is registered.
   
    
4. A declaration signed by the directors of the company stating:the name of the company and the name under which it wants to register in Malta.
   
    
   • the name of the jurisdiction where it is currently registered.
   • the date of incorporation.
   • that the company has decided to redomicile to Malta.
   • that the company has informed the competent authority of the foreign jurisdiction of its decision to migrate to Malta.
   • that no proceedings are pending against the company for breach of laws of the foreign jurisdiction.
     
      
5. A declaration signed by the directors of the company confirming that the company is solvent.
   
    
6. A list of directors, officers and company secretary of the company and of any persons vested with the administration or legal representation of the company.

See also:

Holding Companies

Double taxation treaties