Malta’s legal system allows the companies to continue to operate, both in Malta and outside of Malta, by way of continuation. For example, the Continuation of Companies Regulations S.L. 386.05 allows for a foreign company to establish itself in Malta or vice versa, without having to go through liquidation, as follows:

CONTINUATION OF A COMPANY IN MALTA

Foreign Companies can establish themselves in Malta by “continuation”. This means that a company can continue to operate in Malta without going through a liquidation process in the jurisdiction it currently operates.

This method applies to foreign companies registered or incorporated under jurisdictions that have a similar structure to the Maltese Act and come from countries that allow for continuation within their law. Before applying with the MBR, a foreign company that intends to continue in Malta must give formal notice to the competent authority of the foreign country it comes from. The company must also ensure that it is not in any legal proceedings related to any breach of law within the original foreign jurisdiction.

Once the above have been met, the foreign company which intends to continue in Malta must revise its constitutive document to reflect the requirements of the Act. These would include changes relevant to the continuation process, such as the change in address.

Once the requirements are adhered to, the company can apply to the MBR by submitting the following documentation:

• A copy of the revised constitutive document of the foreign company
• A resolution or equivalent document of the company authorizing it to be registered as being continued in Malta
• A certificate of good standing in respect of the company issued by the foreign competent authority
• A declaration, signed by at least two directors of the company, confirming the name of the company and the respective name under which it is being proposed to be continued, the jurisdiction under which it is incorporated, the date of registration, the decision to have the foreign company registered as continuing in Malta, that the company has given formal notice of its decision to the foreign competent authority, and that no proceedings against the company are currently ongoing
• A declaration, signed by at least two directors, confirming that the company is solvent
• A list of the representatives and officers of the company

Promethean can assist in ensuring that all the documents and requirements for submission with the MBR for your company to continue in Malta from a foreign jurisdiction are according to the requirements. We also provide company services to assist in managing your company in Malta.

CONTINUATION OF A COMPANY OUTSIDE OF MALTA

The Continuation of Companies Regulation also allows a Maltese company to continue in a foreign jurisdiction. Before initiating the process, the Maltese company must ensure that it is solvent. The laws of the foreign country, where the company will continue, allow for a Maltese company to continue operating.

The Maltese Company must request consent from the MBR to be continued as a company outside Malta. In addition, declarations must be provided to the MBR stipulating the name of the company and the name of the continued company, the name and address of the competent authority of the foreign jurisdiction of registration, and the date of commencement in the relevant foreign country.

If the Maltese company carries licensable activity, it must request the consent of the competent Maltese authority before it can start the process to continue in a foreign jurisdiction.

If the company is a public company quoted on a recognized investment exchange, the consent of the respective exchange and the Maltese listing authority must also be obtained.

Moreover, any extraordinary resolutions of the shareholders, annual returns, and company accounts that have not been filed are to be submitted for registration to the MBR.

We can assist you with the procedures and submissions required to be communicated to the MBR and authorities in Malta, as applicable, should you wish to have your company continued outside of Malta.

Promethean can assist you in all the documentation requirements to continue a Maltese company in a foreign jurisdiction.