Mergers

Mergers

Continuation of Companies in Malta

The Continuation of Companies Regulations (Legal Notice 344 of 2002, as amended) provide the legal framework for the continuation of companies in Malta, both for foreign companies wishing to establish themselves in Malta and for Maltese companies looking to move their registration outside Malta.

1. Continuation of a Foreign Company in Malta 

Foreign companies incorporated or registered under the laws of an approved country may apply to the Registrar of Companies in Malta to continue their existence in Malta. The process involves submitting various documents including:

• A resolution authorizing the continuation,

• A revised constitutive document compliant with Malta’s requirements,

• A certificate of good standing from the foreign jurisdiction,

• A declaration of solvency from the company's directors,

• A list of directors and other officers of the company.

  
  

Additionally, companies must comply with the declaration on beneficial owners (Form BO1) and a declaration of compliance by proposed directors (Form K1). Upon approval, the company is provisionally registered in Malta and must submit proof of ceasing to be registered in the foreign jurisdiction within six months.

2. Continuation of a Foreign Company Outside Malta

A Maltese company may also request to continue under the laws of an approved foreign country. The company must publish its intent and allow creditors to raise objections. If no objections are raised, the Registrar will issue the necessary consent, and the company will be struck off the Maltese Register upon the continuation becoming effective in the new jurisdiction.

Important Note: These regulations apply to companies wishing to move their registration to any approved country except those where the EU Mobility Directive of 2019 has been transposed.

Cross-Border Transactions: Summary for Website

6.1 Cross-Border Divisions (CBD)

Non-Applicability

CBD Regulations do not apply when conditions under Regulation 4(5) are present.

Procedure for Dividing Maltese Companies

• Filing with the Registrar: Includes the Draft Terms of CBD, a Declaration of Solvency, and a Notice to creditors and employees about the right to comment.

• Publication: A statement is published in the Gazette, on the Registrar’s website, and in a daily newspaper.

• General Meeting Approval: Requires an extraordinary resolution approved one month after publication.

• Pre-CBD Certificate: Application to the Registrar after one month from publication.

• Completion Certificate: Issued when recipient companies are registered and includes striking off the Maltese company from the register.

6.2 Cross-Border Conversions (CBC)

Non-Applicability

CBC Regulations are not applicable under conditions outlined in Regulation 4(4).

Procedure for Companies Converting from Malta

• Filing with the Registrar: Includes the Draft Terms of CBC, Declaration of Solvency, and Notice to creditors and employees about the right to comment.

• Publication: Statements published in the Gazette, on the Registrar’s website, and in a daily newspaper.

• Pre-CBC Certificate: Issued after three months from publication.

• Striking-off: The company is struck off from the Maltese register once the conversion is complete.

  
  

Procedure for Foreign Companies Converting to Malta

• Required Documents: Includes draft terms, pre-conversion certificate, declaration of solvency, and articles of association.

• Director’s Declarations: Includes compliance with company law and disqualification criteria.

• Certificate of Cross-Border Conversion: Issued once registration is complete, confirming the company's new status and authorization to commence business.

6.3 Cross-Border Mergers (CBM)

Non-Applicability

CBM Regulations are not applicable under conditions in Regulation 4(5).

Procedure for Merging Maltese Companies

• Filing with the Registrar: Includes Common Draft Terms of CBM, Declaration of Solvency, and Notice to creditors and employees.

• Publication: Statements published in the Gazette, on the Registrar’s website, and in a daily newspaper.

• Pre-CBM Certificate: Application after one month from publication.

• Certificate of Completion: Issued when the merger is approved, with the resulting company’s registration and notification of the effective merger date.

  
  

Striking-off:

Maltese companies ceasing to exist due to the merger are struck off from the register.

These procedures ensure that cross-border transactions, including divisions, conversions, and mergers, comply with local regulations and maintain transparency throughout the process.

For more detailed information you may use this link.