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Change Company Type in Malta

Change Company Type in Malta

Foreign entrepreneurs can set up various types of companies in Malta, however the most employed type of business form is the limited liability company because it offers many advantages. Also, many enterprisers consider partnerships when setting up businesses in Malta. Nevertheless, once the partnership reaches a certain financial threshold and the partners want to expand their operations, they can choose to change the company’s status to a private limited one. The same principle applies to private limited liability which can become public companies.

Our lawyers in Malta can assist you with the registration procedure for any type of company in this country.

How to change company types in Malta

The most frequent changes in company status in Malta is turning a private company into a public one. The Companies Act in Malta also provides for this change by allowing the private company to amend its Memorandum and Articles of Association. Considering the differences between the two types of structures, one must take into account the following aspects of the private company:

  • –          a private company may have a limited number of shareholders, which is maximum 50;
  • –          its right to transfer shares is limited;
  • –          it cannot list its shares on the Malta Stock Exchange;
  • –          its minimum share capital is nearly 1,700 euros.

When changing a private company into a public one, its bylaws must be amended as to permit changes related to its share capital, number of shareholders and listing requirements. Also, a resolution of the board of directors must be passed.

Documents related to changing company status in Malta

When changing company types in Malta, the shareholders are required to announce all the changes brought to the company’s bylaws to the Trade Register. They must also submit other relevant documents with the Registrar, such as:

  • –          the management board’s resolution stating the changes;
  • –          the amended bylaws;
  • –          the company’s balance sheet together with a report issued by an auditor;
  • –          a declaration of an independent auditor stating the company’s net assets value are higher than its issued share capital and reserves;
  • –          a declaration of a director stating no change has intervened in the company’s financial status between the time in which the change in the company status occurred and the filing of the documents.

The change of company type will occur once the Trade Register takes the documents into evidence.

For assistance in amending the bylaws of the company, you can contact our Maltese law firm.