A company is provisionally registered in Malta for a period of 6 months following which a final certificate of migration is issued by the Malta Business Registry.

There is no break in the company’s legal personality as from the issue of the provisional certification by the Malta Business Registry, the continued company will be provisionally registered on the Malta Business Registry and can continue its operations with any break. Upon the expiration of a 6-month period, the company is issued with its final certificate of migration – confirming the company’s registration as a Malta company with the Malta Business Registry.

Continuation allows companies to move their legal domicile into or out of Malta without dissolving and re-incorporating, preserving uninterrupted corporate identity, assets, and liabilities.

Foreign companies incorporated in approved jurisdictions (EU, OECD, major offshore centers) can transfer their domicile into Malta, provided their home law and constitutional documents permit continuation.

Requires director and shareholder approvals, documentation (including a solvency declaration and certificate of good standing), public notification for creditor protection, and regulatory filings with the Malta Business Registry.

• Legal and commercial continuity in contracts, banking, or operations
• Access to Malta’s tax regime (including participation exemption, EU directives, tax refund system, and double-tax treaties)
• EU/EEA market access and a credible regulatory framework

Malta’s continuation regime operates under multiple complementary frameworks:

Continuation of Companies Regulations (Legal Notice 344 of 2002) – Governs continuation between Malta and non-EU jurisdictions or where EU Member States have not fully implemented the Mobility Directive.

Cross-Border Conversion Regulations (Legal Notice 27 of 2023) – Implements EU Directive 2019/2121 for conversions between EU/EEA Member States, effective January 31, 2023.

The regulations provide flexibility, allowing parties to choose between frameworks for certain jurisdictions, subject to legal opinion requirements confirming permissibility under foreign law.

Malta’s innovative approach extends EU mobility benefits to approved third country jurisdictions beyond the EU/EEA, requiring legal opinions confirming cross-border operation permissibility under foreign law.

Foreign companies seeking continuation in Malta must satisfy specific criteria:

• Body corporate status – should be similar in nature to Malta companies
• Minimum one-year registration – in a jurisdiction not blacklisted by Financial Action Task Force (FATF)
• Constitutional authorisation – continuation must be permitted in the constitutive documents
• Foreign law authorisation – allows corporate migration

Malta accepts continuations from approved jurisdictions including:

• European Union Member States and EEA countries
• OECD Member States
• Traditional offshore centers: British Virgin Islands, Cayman Islands, Bermuda, Mauritius
• European offshore jurisdictions: Gibraltar, Isle of Man, Guernsey, Jersey
• Other approved jurisdictions: Dubai, Bahamas etc.

Comprehensive documentation must accompany continuation requests:

• Extraordinary resolution authorizing continuation in Malta with certified English translation
• Revised constitutive documents complying with Malta Companies Act requirements
• Certificate of good standing from foreign competent authority
• Evidence of foreign jurisdiction notification regarding intended continuation

• Directors’ declaration confirming company details, incorporation date, and continuation decision
• Solvency confirmation signed by minimum two directors
• List of directors and officers including company secretary details
• No proceedings confirmation regarding breach of foreign jurisdiction laws

The continuation process follows structured phases with defined timelines:

1. Initial submission of complete documentation package
2. Registry review for compliance with regulations and Companies Act
3. Publication requirement in Government Gazette and national newspaper
4. Three-month creditor opposition period

1. Provisional Certificate issuance confirming provisional Malta registration
2. Immediate legal effects – company deemed Malta-registered for all legal purposes
3. Six-month compliance period to provide evidence of foreign deregistration
4. Operational continuity maintained throughout process

1. Documentary evidence submission proving foreign jurisdiction deregistration
2. Provisional Certificate surrender to Malta Business Registry
3. Final Certificate of Continuation issuance
4. Complete Malta domicile establishment

• Retention of assets, liabilities, and obligations – from foreign jurisdiction
• Uninterrupted legal proceedings – no prejudice to existing litigation
• Constitutional document adoption – foreign constitutive documents become Malta Memorandum and Articles

Companies continuing into Malta access comprehensive tax benefits:

• 35% corporate tax rate with extensive refund system reducing effective rates to 5% on trading profits
• Participation exemption – providing 100% exemption on qualifying dividends and capital gains
• Double taxation treaty network – exceeding 70+ agreements worldwide
• EU directive benefits – including participation and interest/royalty exemptions

• No tax triggered by continuation process itself
• Stamp duty exemption on asset transfers incident to continuation
• Immediate tax residence and treaty access upon provisional registration
• Flexible tax account allocation optimizing refund entitlements

Malta-incorporated companies enjoy attractive pre-continuation tax position:

• Branch exemption for foreign permanent establishment income
• Remittance-based taxation for foreign source income where applicable
• Withholding tax exemptions on outbound dividends, interest, and royalties
• Capital gains exemptions on qualifying participating holdings

Foreign companies continue into Malta for a variety of reasons:

• International investment holding accessing Malta’s participation exemption
• Portfolio management benefiting from capital gains exemptions
• Dividend flow optimization through Malta’s refund system
• EU market access via single passport benefits

• EU headquarters establishment for non-European groups
• Intellectual property licensing through favorable IP regimes
• Supply chain optimization leveraging Malta’s strategic location
• Financial services operations under MFSA authorization

Maltese law allows a Malta company to be continued outside of Malta. However, the foreign country to which the company will be redomiciled must also allow continuations into that country.

Malta companies seeking foreign continuation must satisfy comprehensive criteria:

• Registration under Malta Companies Act
• Foreign jurisdiction authorization permitting continuation
• Malta Business Registry consent following regulatory review
• Extraordinary shareholder resolution authorizing continuation

• Solvency declaration – with 12-month forward-looking assessment
• All statutory filings current – including annual returns and financial statements
• Fee and penalty payments complete
• Licensed activity consents – where applicable from competent authorities

Malta’s outbound continuation framework includes robust stakeholder protections:

• Three-month opposition period following gazette publication
• Court intervention available for creditors showing prejudice
• Security provision option as alternative to objection upheaval
• Pre-existing debt protection for creditors with prior notice claims

• MFSA consent required for licensed entities
• Stock exchange approval necessary for quoted public companies
• Pledgee consent required for share pledge arrangements
• Court supervision of creditor objection proceedings

Malta companies may seek foreign continuation for:

• Market proximity requirements in target jurisdictions
• Regulatory optimization accessing specialized licensing regimes
• Operational integration with foreign group entities
• Exit strategy execution for discontinued Malta operations

Malta’s implementation of EU Directive 2019/2121 creates harmonized cross-border mobility within the EU/EEA:

• Simplified procedures for intra-EU conversions
• Employee protection measures ensuring consultation and information rights
• Anti-fraud provisions preventing abusive arrangements
• Minority shareholder protections through enhanced disclosure requirements

• EU/EEA coverage for member state to member state conversions
• Third-country extension through Malta’s national initiative
• Coexistence with traditional continuation providing flexibility in framework selection

Acumum’s lawyers and corporate professionals have extensive experience continuing companies into and out of Malta in respect of a number of different foreign jurisdictions.

If you would like to know more about Malta and redomiciliation of your company, please contact us.