Articles of Association in Malta

Opening a company in Malta is quite easy provided that all steps are correctly followed and all documents are prepared in accordance with the Commercial Law. The most important documents when establishing a company in Malta are the statutory ones. Also known as the Memorandum and Articles of Association or bylaws, the statutory documents contain all the details about the business. It very important to know that the Memorandum and Articles of Association in Malta must be prepared by professionals in order to be accepted by the Trade Register upon incorporation.

Our lawyers in Malta can assist foreign investors in drafting the bylaws of their companies.

The Memorandum of a company in Malta

The Memorandum is the first document to be prepared to establishing any type of company in Malta. The Memorandum will contain the following information:

• -          whether the company is private or public;
• -          details about the shareholders, such as their names, nationalities and addresses;
• -          the trade name of the company;
• -          the company’s address in Malta;
• -          the company’s objects, which designate the activities it will carry out;
• -          the share capital;
• -          details about the directors and their number;
• -          details of the company secretary.

The Memorandum must also state whether the company will be registered for a definite or indefinite period of time.

The Articles of Association of a Maltese company

While the Memorandum offers basic information about a Maltese company, its Articles of Association will contain this information and will establish the internal regulations of the company. The Articles of Association may contain special provisions on the company’s shares, or attest to special rights for shareholders. The roles of the directors in the company will also be established in the Articles of Association.

It must be noted that a Maltese company’s bylaws may be amended if a majority of the shareholders vote for modifications. These alterations usually refer to the alteration of the share capital or appointment or dismissal of directors.

The Company Act offers a template for the Articles of Association, however these can be drafted according to the shareholders’ needs.

If you want to open a company and need assistance, do not hesitate to contact our Maltese law firm.