The Memorandum of Association provides essential information about a Maltese company. This document, along with the Articles of Association, establishes the company's internal regulations. Successfully forming a company in Malta requires a thorough understanding and completion of these documents.
Memorandum of Association of a Registered Company in Malta
The company’s Memorandum of Association must subscribe to the following:
- Company Type: Indicate whether the company is private or a public.
- Shareholders: Include the name and residence of each shareholder.
- Company Name: State the name of the company.
- Registered Address: Provide the company’s registered address in Malta.
- Objectives: Specify the objects of the company and specify the main trading activity.
- Share Capital: Detail the amount of share capital or authorised capital and the division thereof into shares of a fixed amount
- Shares: List the number of shares taken by each of the subscribers and the amount paid in respect of each claim, and, where the share capital is divided into different classes of shares, with the rights attaching to the shares of each type
- Directors: Include details about the number of directors, along with:
1) The name and residence of the first directors, where any of the directors is a body corporate
2) The name and principal office of the body corporate, along with the company registration number
3) How the representation of the company is to be exercised, and the name of the first person vested with such expression - Company Secretaries: State the name and residence of the first company secretaries
- Duration: Specify the period, if any, fixed for the duration of the company
- Identification: Include the number of an official identification document in respect of each shareholder, director, and company secretary.
The number of shareholders in a Maltese company varies by company type:
- A single-member private limited company requires at least one (1) shareholder.
- Private companies require a minimum of two (2) shareholders.
- Public companies also require a minimum of two (2) shareholders.
- A private limited liability company can have up to a maximum of fifty (50) shareholders.
There are no legal requirements with respect to nationality or residency of a shareholder of a company under Maltese law. Both nominee shareholding and holding of shares under trust are permitted.
Articles of Association of a Registered Company in Malta
The Articles of Association may include important provisions regarding the company's shares and special rights for shareholders. They also confirm the roles of the directors within the company.
- Provisions and Rights: The articles can define essential provisions on the company’s shares or specify special rights for shareholders.
- Directors' Roles: The roles and responsibilities of the company’s directors will be outlined.
- Bylaw Amendments: A Maltese company's bylaws can be amended if the majority of shareholders vote in favor of the changes. These modifications typically relate to share capital or the appointment or dismissal of directors.
The Companies Act provides a template for the Articles of Association, which can be customized according to the shareholders’ needs.
Read this document by the Malta Business Registry to learn more about the Memorandum and Articles of Association of a company in Malta.
