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Redomicile To Malta
Re-domiciliation of foreign companies into Malta
Pursuant to the enactment of the Continuation of Companies Regulations, companies may now be continued in Malta. Continuation signifies that a company may retain its already existing status as a body corporate in the jurisdiction where it is continued. In effect, no new legal entity is created and this arrangement is intended to ensure that nothing prejudices or affects the continuity or continued operation of the company. That is to say, the company retains all its assets and liabilities and remains bound by all obligations incurred as from the date of its incorporation in the first jurisdiction. The said corporate entity must be a body corporate registered or incorporated in a country or jurisdiction which has been approved by the Registrar of Companies. Once registered, companies will be entitled to benefit from all the incentives available to Maltese- registered companies.
A company formed, incorporated or registered outside Malta may, subject to certain conditions, request to be registered in Malta, under the Companies Act, as a company continued to Malta. The re-domiciliation of companies registered in foreign jurisdictions to Malta has been made possible through changes made in the Maltese Companies Act 1995, during the year 2002 –Legal Notice 344/2002.Conversely a company registered and incorporated in Malta, may seek to re-domicile to an approved jurisdiction outside of Malta, subject to certain conditions.
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. This request is to be accompanied by various required documents which would be dependent upon whether the company is to continue to or from Malta.
Once the Malta Registrar of Companies is satisfied with all required documentation submitted with a view to requesting that the company be continued to Malta a Provisional Certificate of Continuation would be issued in favour of the company.
Effects under the Companies Act of provisional registration as a company continued to Malta
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 will not be affected. Neither will the company officers be released from any of the obligations, judgment, convictions, rulings, order, debt or liability due or to become due or any cause existing against the company or against any member, director, officer or persons vested with the administration or representation of the company.
Final registration as a company continued to Malta
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 said company is required to 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.
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 have been commenced 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 treatment applicable in respect of a company continued to Malta
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, with effect from the date of issuance by the Malta Registrar of Companies of a Provisional Certificate of Continuation in favour of the company, the company would be, provided that a Final Certificate of Continuation is issued in its favour by the Malta Registrar of Companies, characterized and treated as a company ordinarily resident and domiciled in Malta in terms of the Income Tax Act.
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