Re-Dom Alert: Continuation of a Maltese Company outside Malta – Part 2 of 2

• The country or jurisdiction selected for the Maltese company to be registered as a company continued under its laws, must be an approved country of jurisdiction;
• The law of the selected country or jurisdiction must allow for foreign companies to be continued in its jurisdiction as if they had been incorporated under the laws thereof;
• The Maltese company must be in good standing, such that all statutory filings, fees and penalties due are settled prior to initiating the re-domiciliation process.

Yes. Where the company carries on licensable activity in or from Malta, it must also provide the Maltese Registrar of Companies with evidence of the consent of the competent authority in Malta to the company continuing in another country or jurisdiction.

Yes. Where the company is a public company quoted on a recognized stock exchange, it must also provide the Maltese Registrar of Companies with evidence of the consent of the said exchange and of the listing authority in Malta to the company continuing in another country or jurisdiction.

Yes. The Registrar shall not give his consent to the continuation of a Maltese company in another approved country or jurisdiction until the lapse of 3 months from the publication of a notice (in the Gazette and in a daily Maltese newspaper) relating to the extraordinary resolution of the Maltese company authorizing the request for consent to be continued as a company outside Malta under the laws of an approved country or jurisdiction.

During the said 3 month period, any creditor of the Maltese company whose debt existed prior to the publication of the stated notice may object to the proposed continuation and, if good cause is shown as why this should not take effect, the Court shall either uphold the objection or allow the continuation of the company on sufficient security being given.

Said time period cannot be waived or reduced.

Yes. The granting of consent by the Maltese Registrar of Companies for a company to be continued outside Malta is subject to a statutory fee of EUR1,000.

Following the lapse of the statutory 3-month period, and provided the Court does not uphold any objection of the creditors of the company which may have been raised during the said period of time, the Maltese Registrar of companies shall issue his consent, and the company will be able to register with the foreign jurisdiction.

The date of the company’s continuation outside Malta shall be the date of the instrument of continuation that is issued by the foreign country or jurisdiction.

Following receipt of the instrument of continuation issued by the foreign country or jurisdiction, the Registrar of Companies in Malta will strike the name of the company off the register.

Yes. The Registrar shall refuse to give consent for the registration of a company as being continued outside Malta, unless he is satisfied that:

1. the requirements for the request for consent have been complied with by the Maltese company;
2. no proceedings for the dissolution or winding up or insolvency of the company have commenced in Malta or elsewhere;
3. the pledgee of shares, if any, has given his consent in writing to the intended continuation of the company in another country or jurisdiction;
4. the company is not in breach of any of its duties or obligations under the Companies Act;
5. the 3-month creditor has effectively lapsed.