Foreign companies can continue their operations in Malta without the need to wind up their business in the foreign jurisdiction. Through the enactment of LN 344 of 2002 foreign companies can change their domicile from a foreign jurisdiction to Malta. The same applies to Companies incorporated in Malta and wish to migrate to a foreign jurisdiction. Redomiciliation is permitted from/to any EU Member State, EEA countries and OECD Member States.
Authorization must emanate from the foreign company’s statue, memorandum or charter. In addition migration must be permitted by the laws of the foreign country the company is incorporated in.
Procedure and Documentation
The Redomiciliation of a foreign company to Malta will commence with the foreign company filing a request to the Registrar of Companies. Article 4 of LN 344 of 2002 lays down the necessary documents that should accompany the above mentioned request:
- Shareholders’ resolution authorizing migration
- A copy of the Memorandum, charter or statue which must contain details for registration in Malta.
- A certificate of Good standing issued by the competent authority in the foreign jurisdiction.
- A declaration signed by at least two(2) directors confirming the following:
- The name of the foreign company and the name under which it is being continued
- The jurisdiction under which it is incorporated
- The date of incorporation
- The decision to register the company in Malta
- That the company has informed the competent authorities decision to migrate
- That there are no pending proceedings of breach of law against the foreign company
- A declaration of at least 2 directors confirming the solvency of the company.
- A List of Directors and company Secretary and of the persons vested with the administration or representation of the company, if any.
A foreign company carrying out a licensable activity, the company must provide the Registrar with evidence of consent of the Competent Authority. The foreign company carrying out a licensable activity according to Maltese law shall require a license or other authorization in terms of law from the competent authority in Malta prior to commencing operations.
Once the registrar receives the request together with the abovementioned documents a provisional certificate of continuance will be issued. Within 6 months from the date of issue of the provisional certificate the company must provide the Registrar with documentary evidence that it ceased to be a company in the foreign jurisdiction.
- No tax is paid when a company migrates to Malta
- The company can benefit from Malta’s tax refund system and access to Malta’s double taxation treaty network.
- Companies that migrate to Malta can benefit from Fiscal benefits under the Income Tax Act, Income Tax
- Management Act and also EU Directives.
- Once a company distributes profits to its shareholder the tax rate can be reduced to 5% or even 0% in some instances
- Shares can be held by a fiduciary shareholder or through a Trust.