When incorporating a company in Malta, a memorandum of association is required. This is important corporate document which regulates its external affairs. Together with the articles of association, which covers the company’s internal constitution, dictates and states fundamental conditions under how the company operates.
These two documents are usually submitted together when forming a company in Malta. However, only the memorandum is required and if the articles of association is not registered, it is assumed that the model articles of association in the First Schedule to the Companies Act have been adopted. It is on the other hand good practice to draft the articles of association to outline clearly how the company will operate, specifically in respect to the director’s responsibilities and share transfers.
Memorandum Of Association Requirements
According to the Companies Act, the Memorandum of association of every company incorporated in Malta must contain the following:
- whether the company is a public company or a private company;
- the name and residence of each of the subscribers thereto;
- the name of the company;
- the company’s registered office in Malta;
- the objects of the company;
- the amount of share capital with which the company proposes to be registered (also referred to as the authorised capital), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class;
- the number of the directors, the name and residence of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate; the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation;
- the name and residence of the first company secretary or secretaries;
- the period, if any, fixed for the duration of the company; and
- (in respect of each shareholder, director and company secretary, the number of an official identification document should also be given.
Additional Requirements For Public Listed Companies
In the case of a public company, an additional document shall be annexed to the memorandum providing:
- the total amount or an estimate of all the costs payable by the company or chargeable to it by reason of its formation up to the time it is authorised to commence business, and of all the costs relating to transactions leading to such authorisation; and 5
- a description of any special advantage granted, prior to the time the company is authorized to commence business, to anyone who has taken part in the formation of the company or in transactions leading to such authorisation.
Which Companies Are Exempt From Registering This?
Although they are not referred to as a “company”, trading entities registered as non-registered partnerships and self-employed persons do not need to draft a memorandum and articles of association.
Who Can Draft These Documents?
These documents are generally drafted by lawyers. It is important that a qualified practitioner does this to make sure it is in line with the Companies Act and to protect and govern the business according to law. Businesses specialised in company formations take care of this for you when setting up your business in Malta.
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