Malta permits companies to redomicile into or out of Malta under the Continuation of Companies Regulations, and supports cross-border mergers under the Companies Act's cross-border merger provisions transposing the EU Mobility Directive. Redomiciliation preserves the company's legal personality, while cross-border mergers require coordinated pre-merger certification across jurisdictions.
Key Legal Takeaways
- Redomiciliation to Malta requires the foreign jurisdiction's law to permit continuation and the company's constitutional documents to authorise the move.
- A Certificate of Continuation is issued by the Malta Business Registry once statutory declarations, good standing evidence, and constitutional compliance are confirmed.
- Cross-border mergers require a Common Draft Terms of Merger, independent expert reports, and pre-merger certificates from each participating jurisdiction.
- Redomiciled companies retain their pre-existing contracts, assets, and liabilities without interruption of legal personality.
How Does Redomiciliation to Malta Work?
The Continuation of Companies Regulations (S.L. 386.05) permit a company validly formed under the laws of a foreign jurisdiction to continue its legal existence in Malta, provided the originating jurisdiction's law authorises the move and the company's constitutional documents do not prohibit it.
The Malta Business Registry requires a board resolution approving continuation, a certificate of good standing from the company's current registry, a solvency declaration, and updated constitutional documents compliant with the Companies Act (Cap. 386). Upon registration, the MBR issues a Certificate of Continuation, and the company becomes a body corporate under Maltese law without any break in legal personality.
Cross-Border Mergers Under Maltese Law
Maltese companies may merge with companies established in other EU/EEA member states through statutory cross-border merger procedures, now governed by rules transposing the EU Mobility Directive (EU) 2019/2121. The process requires the merging companies to draw up Common Draft Terms of Merger, addressing the exchange ratio, effective date, and treatment of employees and creditors.
Each participating company must obtain a pre-merger certificate from its competent authority confirming that all pre-merger formalities, including creditor and shareholder protections, have been satisfied before the merger can be registered in the jurisdiction of the surviving entity.
Practical Considerations for Redomiciling Businesses
Groups considering redomiciliation to Malta should assess tax residency implications, existing contractual change-of-control clauses, licensing or regulatory consents required in the original jurisdiction, and whether local substance requirements will be satisfied post-continuation.
Early legal due diligence — reviewing the company's constitutional documents, outstanding litigation, and third-party consents — helps avoid delays once the Certificate of Continuation application is lodged with the Malta Business Registry.
Official Maltese Statutory References & Sources
- Continuation of Companies Regulations (S.L. 386.05)
- Companies Act (Chapter 386 of the Laws of Malta) - Cross-Border Merger provisions
- EU Directive (EU) 2019/2121 (Mobility Directive)