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Memorandum and Articles of Association of a Registered Company in Malta

Registering your company and office in Malta? Get all the information about the Memorandum and Articles of Association. 5-min read from Endevio

The Memorandum of Association offers vital information about a Maltese company. Prescribing that information and establishing the company’s internal regulations happen with the Articles of Association. Succeed in company formation in Malta by understanding and completing the requirements. 

Memorandum of Association of a Company in Malta   

The company’s Memorandum of Association must contain the following: 

  1. Whether the company is a private or a public company 
  2. The name and residence of each shareholder 
  3. The name of the company 
  4. The company’s registered address in Malta  
  5. The objects of the company and specify the main trading activity 
  6. The amount of share capital or authorised capital and the division thereof into shares of a fixed amount 
  7. 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
  8. 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 
  9. The name and residence of the first company secretaries 
  10. The period, if any, fixed for the duration of the company 
  11. 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 differs on the type of company. A single member private limited company has a minimum of one (1) shareholder while a minimum of two (2) shareholders is set for private companies and public companies. A maximum number of fifty (50) shareholders is set for a private limited liability company. 

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 company in Malta

  • The Articles of Association may contain essential provisions on the company’s shares or verify special rights for shareholders. Also, the roles of the directors in the company  will be confirmed. 
  • Moreover, a Maltese company’s bylaws may be amended if a majority of the shareholders vote for alteration. These modifications usually refer to the share capital or appointment or dismissal of directors. 
  • The Company Act provides a template for the Articles of Association. However, these can be drafted according to the shareholders’ needs.