Change in Company Details
Company Changes
Alterations to the Memorandum and Articles of Association
Memorandum of Association: Key Details
Indicates whether the company is public or private.
Lists the names, identification, and nationality of the subscribers, along with the company's name, registered office, and e-mail address.
Specifies the company's objectives, share capital, and the rights attached to different share classes.
Details of the directors and company secretary, and any fixed company duration.
For public companies, additional details such as formation costs and advantages granted during formation are required.
If the company’s articles are not registered, the model articles in the Companies Act apply. Changes to the memorandum require an extraordinary resolution and must be submitted to the Registrar for registration.
Change in Company Name
Requires a shareholders’ resolution and an updated Memorandum and Articles of Association.
Before changing the name, it's recommended to reserve the new name for up to three months.
A EUR 50 fee applies for submitting name change documents.
Changing Company Status
A private company can change to a public company or vice versa, subject to specific shareholder resolutions, updated documents, and registration fees (EUR 150).
If changing to a public company, financial statements and a report from auditors are required.
In case of a change from public to private, dissenting members may request share redemption.
Change of Currency
Share capital and reserves can be converted to a different presentation currency, but care must be taken to ensure compliance with the minimum required capital under Maltese law. Detailed conversion methods must be provided in the company’s first annual accounts.
Most Common Changes in Company Structure
Increase in Share Capital
To increase authorized or issued share capital, submit a shareholders’ resolution and updated Memorandum and Articles.
For non-cash allotments, an expert’s report is required detailing the assets and valuation methods used.
Documents must be submitted to the Registrar with due diligence, and failure to file on time may incur penalties.
Changes in Directors, Company Secretary, or Representation
Changes in directors or company secretary require the completion of Form K.
Public companies must have at least two directors, while private companies need at least one.
A company secretary is mandatory, who can be an individual or a company service provider.
Change in Registered Office of a Company
To update the registered office of a company, a return (Form Q) must be filed with the Registrar of Companies. The registered office must be in Malta, and the return should be signed by a director or the company secretary. A consent letter from the owner of the new registered address is also required.
Failure to submit the return on time will result in penalties for company officers, with additional penalties for each day the default continues.
Transfer or Transmission of Shares
When shares are transferred or transmitted due to death (causa mortis), the company must submit a notice to the Registrar of Companies within 14 days for transfers and 1 month for transmissions, detailing the transferees' or entitled persons' names, identification numbers, and addresses.
For public companies with shares listed on regulated markets, the submission deadline is extended to 90 days.
The Registrar will require evidence that the transfer has been notified to the Commissioner of Inland Revenue (MTCA), and Form T must be accompanied by due diligence documents and, if applicable, a form BO2.
Late submissions will incur penalties for company officers, with additional penalties for each day the default continues.
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