Redomiciliation is the legal process of transferring a company’s registration and address from one jurisdiction to another without the need to dissolve the business. Instead of closing down your existing company and starting from scratch, this mechanism allows you to move your corporate “home” to Malta while keeping your legal identity intact. This ensures that your business history, branding, and operational momentum continue uninterrupted during the transition.

Business owners often choose to move their operations to Malta because it offers a unique blend of financial benefits and stability. As a full member of the European Union, Malta provides companies with access to the vast European market while operating under a respected legal framework. By relocating your company to Malta, you position your business in a jurisdiction known for its safety, English-speaking workforce, and attractive corporate environment.

Why Choose Malta for Your Business Relocation

One of the primary reasons international businesses flock to Malta is the country’s highly competitive tax regime and its status as an EU member state. Companies that are resident in Malta can benefit from the full imputation tax system, which often results in a significantly lower effective tax rate for shareholders. Furthermore, being part of the EU ensures that your business can trade freely across member states, simplifying logistics and expanding your potential customer base.

Beyond tax incentives, Malta boasts a strategic geographical location in the middle of the Mediterranean and a highly skilled, multilingual workforce. The government has fostered a pro-business climate that encourages innovation, particularly in sectors like iGaming, finance, and maritime services. This supportive ecosystem makes it easier for companies to find the talent and infrastructure they need to grow after they complete their move.

When comparing redomiciliation to forming a brand-new company, the advantages of moving an established entity are clear. Starting a new company often requires closing bank accounts, transferring assets, and renegotiating contracts, which can be costly and disruptive. In contrast, redomiciliation allows you to retain your existing banking relationships and legal agreements, making the shift to Malta much smoother for your partners and clients.

Eligibility Criteria for Redomiciliation to Malta

Before a company can move to Malta, it must ensure that the laws of its current jurisdiction allow for outward migration. The company’s own constitutive documents, such as the Memorandum and Articles of Association, must also contain a specific provision that authorizes the business to be redomiciled to another country. If these legal permissions are not in place, the company may need to amend its statutes before the process can begin.

Financial requirements are another crucial aspect of eligibility that business owners must address early in the process. The regulations state that a company must have a minimum share capital of at least €1,165, and at least 20% of this amount must be fully paid up upon registration. Meeting these capital requirements demonstrates that the company has the basic financial structure necessary to operate within the Maltese commercial framework.

It is also important to note that not every company is eligible to transfer its domicile to Malta. Legislation specifically excludes companies that are currently undergoing dissolution, liquidation, or insolvency proceedings from applying for redomiciliation. This rule ensures that the process is used for genuine business relocation rather than as a way to escape financial obligations or legal trouble in the original jurisdiction.

Step-by-Step Redomiciliation Process

Stage 1: Provisional Registration

The first major step in the process involves submitting a formal request to the Malta Business Registry (MBR) along with all necessary documentation and registration fees. This submission package is extensive and must be handled carefully to ensure all legal standards are met. Once the Registrar is satisfied that all documents are in order and the company is eligible, they will issue a Provisional Certificate of Continuation.

Upon the issuance of this provisional certificate, the company is legally deemed to be provisionally registered in Malta. This means that, for all intents and purposes, the company can start acting as a Maltese entity, subject to the finalization of the process. This stage provides the legal footing required to begin operating locally while the administrative closure in the previous jurisdiction is being finalized.

Stage 2: Final Continuation

After provisional registration is granted, the company enters a critical six-month window where it must provide evidence that it has ceased to be registered in its original country. This usually takes the form of a certificate of discontinuance or a similar official document from the foreign registry. Submitting this proof is mandatory to confirm that the company is not legally active in two different countries simultaneously.

Once the evidence of foreign deregistration is submitted to the Malta Business Registry, the Registrar will issue a Final Certificate of Continuation. This document confirms that the redomiciliation is complete, and the company is now fully and permanently governed by the Maltese Companies Act. At this point, the process is concluded, and the company enjoys all the rights and responsibilities of a standard Maltese firm.

Required Documents for Redomiciliation

To successfully relocate, a company must compile a comprehensive set of core documents, starting with a formal resolution from shareholders authorizing the move. You will also need to provide revised constitutive documents that align with Maltese law, as well as a Certificate of Good Standing from your current jurisdiction. These papers serve as the foundational proof that the company is authorized to move and is currently compliant with its local laws.

In addition to corporate records, the registry requires specific declarations regarding the company’s financial health and leadership. Directors must sign declarations confirming the company is solvent and that they are not aware of any circumstances that could negatively affect creditors. Furthermore, depending on the situation, you may need to submit evidence of creditor consent to ensure that no debts are being evaded through the move.

Finally, the administrative side of the application requires a list of current directors and the company secretary, along with their personal details. If any of the original documents are not in English, certified translations must be provided to the Malta Business Registry. Working with experienced professionals like Acumum can help ensure that this documentation is accurate and submitted correctly, preventing unnecessary delays.

Costs and Fees Involved

The financial investment for redomiciliation includes statutory registration fees paid directly to the Malta Business Registry. These fees vary depending on the authorized share capital of the company, meaning larger companies may pay a higher initial registration fee. Additionally, if the company operates in a regulated sector like financial services, there may be extra supervisory fees payable to the Malta Financial Services Authority (MFSA).

Beyond government fees, businesses must budget for professional service costs related to legal and administrative support. Preparing the necessary resolutions, amending the Memorandum and Articles of Association, and liaising with the registry requires specialized knowledge. Engaging experts is often necessary to navigate these complexities, and while this incurs a cost, it prevents expensive legal errors down the road.

Timeline for Completing Redomiciliation

The initial stage of obtaining a Provisional Certificate of Continuation is typically quite fast once all documents are prepared. If the submission to the Malta Business Registry is complete and accurate, the registrar can often process the application within a few days to a week. This allows the business to establish its presence in Malta relatively quickly, ensuring minimal downtime for operations.

However, the total timeline is often dictated by how long it takes to deregister from the original jurisdiction. The Maltese authorities grant a six-month period to submit proof of deletion from the foreign registry, but this can sometimes be extended for valid reasons. Therefore, the overall speed of the process relies heavily on the efficiency of the authorities in the country you are leaving.

Tax Implications After Redomiciliation

Once the Final Certificate of Continuation is issued, the company is treated as being ordinarily resident and domiciled in Malta for tax purposes. This means the company is subject to Maltese income tax on its worldwide income, just like any other company incorporated locally. It is crucial to register with the Commissioner for Revenue immediately to ensure full compliance with local tax laws.

Malta’s corporate tax system is attractive because, while the standard corporate tax rate is 35%, shareholders may be eligible for significant tax refunds upon the distribution of dividends. This system effectively reduces the tax burden on profits generated from trading activities, making it a highly efficient jurisdiction for international business. Understanding these mechanisms is vital for maximizing the financial benefits of the relocation.

Despite the move, it is important to understand that redomiciliation does not wipe the slate clean regarding past tax liabilities. The company remains responsible for any tax obligations incurred in the previous jurisdiction prior to the move. Proper tax planning is essential to manage the transition and ensure that you do not face unexpected claims from foreign tax authorities after the move is complete.

Legal and Regulatory Compliance

Upon entering the Maltese jurisdiction, a company must adapt its internal rules to comply with the Companies Act of Malta. This usually involves amending the Memorandum and Articles of Association to ensure they meet local legal standards regarding governance, share capital, and director responsibilities. Failure to align these documents with Maltese law can lead to compliance issues and potential penalties.

Ongoing compliance also involves adhering to strict Anti-Money Laundering (AML) regulations and other international standards. Malta is committed to maintaining a reputable financial environment, so companies must ensure they are not associated with jurisdictions on the FATF blacklist. Maintaining good standing requires regular annual filings and transparency, which helps preserve the company’s reputation and operational capability.

Benefits and Risks of Redomiciliation

The most significant benefit of redomiciliation is the ability to maintain business continuity without the hassle of liquidation. By keeping the same legal identity, the company retains its track record, credit rating, and existing contracts, which preserves trust with clients and suppliers. This seamless transition is far superior to the disruption caused by closing one company and opening another.

However, there are risks involved, particularly if there is a mismatch between the laws of the two jurisdictions or if the process is delayed. If the original jurisdiction refuses to release the company or if document verification takes too long, the business could find itself in a state of limbo. These delays can create uncertainty and may temporarily hinder the company’s ability to enter into new agreements.

Despite the potential hurdles, the long-term advantages of operating from Malta generally outweigh the risks. Gaining access to the EU market, enjoying a stable currency, and operating within a business-friendly tax environment positions the company for future growth. For many businesses, the initial effort of redomiciliation is an investment that pays dividends through enhanced stability and profitability.

Common Challenges and How to Overcome Them

One of the most common challenges businesses face is obtaining the necessary consents and evidence of discontinuance from the original jurisdiction. Bureaucratic delays in the departing country can threaten the six-month deadline imposed by Maltese authorities. Additionally, gathering creditor consents can be time-consuming if the company has complex liabilities or a large number of stakeholders.

To overcome these obstacles, it is essential to engage with professional corporate service providers who understand the nuances of cross-border transfers. Experts can foresee potential bottlenecks and communicate effectively with registrars in both jurisdictions to keep the process moving. Services like those offered by Acumum can be instrumental in managing these details, ensuring a smooth transition for your business.

Conclusion

Redomiciliation offers a powerful solution for businesses seeking to optimize their operations by moving to a more favorable jurisdiction without sacrificing their history. By transferring your company’s domicile to Malta, you can take advantage of EU membership, a robust legal framework, and a competitive tax system. The process, while requiring careful attention to eligibility and documentation, provides a pathway to stability and growth that liquidation and re-incorporation simply cannot match.

The key takeaways for any business owner considering this move are clear: Malta provides a seamless environment for eligible companies to thrive, provided they adhere to the strict legal requirements. From the provisional registration to the final certificate, every step is designed to ensure legal continuity and compliance. Ensuring you have all your documents prepared and understanding the timeline are critical factors in successfully navigating this transition.

If you are considering this strategic move, do not leave the details to chance. Consult with Malta-based corporate service providers today to assess your company’s eligibility and start the redomiciliation process for “Relocating Your Company to Malta: How Redomiciliation Works for Businesses”.

Frequently Asked Questions (FAQ)

1. What is the minimum share capital required for redomiciliation to Malta?

The minimum share capital required is €1,165, of which at least 20% must be paid up upon registration.

2. How long does the entire redomiciliation process take?

The provisional registration can take a few days to a week, but the final completion depends on how quickly you can deregister from the original jurisdiction, with a maximum window of six months usually allowed.

3. Can any foreign company redomicile to Malta?

No, only companies from approved jurisdictions whose statutes allow for redomiciliation can move. Companies in liquidation or insolvency are excluded.

4. What happens if the six-month deadline for final evidence is missed?

If the evidence of foreign deregistration is not submitted within six months, the registrar may strike the company’s name off the register, though extensions can sometimes be requested for valid reasons.

5. Does redomiciliation affect existing contracts and licenses?

Generally, redomiciliation preserves the legal identity of the company, meaning existing contracts remain valid. However, specific licenses may need to be re-evaluated or notified to the relevant Maltese authorities.