A non-Maltese company continued in Malta retains its status as a body corporate and no new legal entity is created. The most significant benefit of re-domiciling a company to Malta is that it maintains all its assets, liabilities, rights and obligations.
Eligibility for Redomiciliation of a Company to Malta
A corporate body that is incorporated and registered under the laws of an approved country may be registered and continued in Malta. The jurisdiction must have similar regulations as Malta, and the law of the company’s original country or jurisdiction must allow for such continuation.
Request for Registration
A non-Maltese company may file the application to be continued in Malta with the Maltese Registrar of Companies. Several statutory documents and declarations must accompany the request. Upon the submission of the relevant documents, the Maltese Registrar will (if all is in order) issue a provisional certificate of continuation. Within six months, the company must provide documentary evidence that it has ceased to be a company registered in the original country or jurisdiction. Upon the presentation of such evidence, the Maltese Registrar of Companies will issue a certificate of continuation from the date of the provisional registration.
The request to the Registrar of Companies must be accompanied by at least the following documents as per the Malta Business Registry:
- The resolution of the foreign company authorising it to register as being continued in Malta
- A copy of the revised constitutive document of the foreign company
- A certificate of good standing issued by the foreign competent authority
- A declaration signed by at least two directors confirming:
- The name of the company now and going forward
- The jurisdiction under which the company is incorporated
- The date of incorporation
- The decision to have a foreign company registered as continuing in Malta
- Evidence that formal notice has been presented to the competent authority of the foreign country of its intention of continuing in Malta
- That no proceedings for breach of the laws of the country or jurisdiction of incorporation were initiated against the foreign company
- A signed declaration by at least two directors of the company confirming the solvency of the company
- List of directors of the foreign company including the company secretary
- Other evidence or information which the Registrar may require
- Any applicable fees
Income tax implications
Companies that are resident and domiciled in Malta are charged to tax in Malta on their worldwide income and can avail themselves of all relevant income tax provisions, including access to tax refunds, etc.
All assets situated outside Malta and acquired before a company becoming resident in Malta may be deemed to have been acquired on the date of becoming resident or domiciled in Malta. These assets are assessed at the market value on the date of re-domiciling (i.e. a step up in the cost of acquisition is possible, which is of significance for the calculation of any tax-deductible capital allowances).
See also Management and Control in Malta and the Malta Tax System.