Amended Articles Of Association for Malta

Amended Articles Of Association Template for Malta

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Amended Articles Of Association

"We need Amended Articles of Association for our Maltese fintech company to introduce a new class of preference shares and update our board meeting provisions to allow for virtual meetings, to be implemented by March 2025."

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What is a Amended Articles Of Association?

Amended Articles of Association are required when a company registered in Malta needs to update its constitutional documents to reflect changes in its structure, operations, or governance framework. These amendments might be necessitated by various factors such as changes in share capital, altered shareholder rights, new corporate governance requirements, or adaptation to new business needs. The document must comply with the Maltese Companies Act (Cap. 386) and requires proper filing with the Malta Business Registry. Amendments typically need shareholder approval through a special resolution and may require additional regulatory approvals depending on the company's sector and the nature of the changes. This document forms part of the company's public records and binds both current and future shareholders.

What sections should be included in a Amended Articles Of Association?

1. Preliminary: Company name, registered office, and status of regulations

2. Interpretation: Definitions and rules of interpretation for terms used throughout the Articles

3. Share Capital: Details of authorized share capital, classes of shares, and rights attached to shares

4. Share Certificates: Provisions regarding the issuance and replacement of share certificates

5. Share Transfers: Rules and procedures for transferring shares between parties

6. Transmission of Shares: Provisions for share transmission in case of death, bankruptcy, or legal succession

7. Alteration of Capital: Procedures for increasing, reducing, or reorganizing share capital

8. General Meetings: Rules for conducting annual and extraordinary general meetings

9. Proceedings at General Meetings: Procedures for voting, proxies, and conduct of business at meetings

10. Directors: Appointment, removal, powers, and duties of directors

11. Board Proceedings: Procedures for board meetings and decision-making

12. Secretary: Appointment and duties of the company secretary

13. Dividends and Reserves: Rules for declaring dividends and maintaining reserves

14. Accounts: Requirements for maintaining and auditing company accounts

15. Notices: Methods and requirements for giving notices to members

16. Winding Up: Procedures and rules for company dissolution

What sections are optional to include in a Amended Articles Of Association?

1. Preference Shares: Detailed provisions for preference shares, required only if the company has or plans to issue preference shares

2. Share Warrants: Provisions for issuing and managing share warrants, needed only for public companies that issue warrants

3. Restricted Activities: Specific restrictions on company activities, needed for regulated industries or special purpose vehicles

4. Cross-Border Provisions: Special provisions for companies operating across multiple jurisdictions

5. Electronic Communications: Provisions for electronic meetings and communications, optional but increasingly common

6. Alternate Directors: Provisions for appointment and powers of alternate directors, if allowed

7. Managing Director: Special provisions for managing director position, if such role exists

8. Share Buy-Back: Procedures for company purchase of own shares, if permitted

9. Pre-emption Rights: Detailed provisions for pre-emptive rights, if more extensive than standard provisions

What schedules should be included in a Amended Articles Of Association?

1. Share Capital Structure: Detailed breakdown of share classes and rights

2. Proxy Form: Standard form for appointing proxies for general meetings

3. Share Certificate Format: Template and requirements for share certificates

4. Transfer Instrument: Standard form for share transfers

5. Directors' Written Resolution: Template for written resolutions of directors

6. Shareholders' Written Resolution: Template for written resolutions of shareholders

7. Company Seal Usage Rules: Procedures and requirements for using the company seal

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Healthcare

Real Estate

Professional Services

Tourism

Transportation

Energy

Telecommunications

Education

Gaming

Maritime

Construction

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Regulatory Affairs

Corporate Affairs

Risk Management

Executive Leadership

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Director

Board Member

Corporate Governance Officer

Legal Director

Managing Director

Chief Legal Officer

Company Registrar

Corporate Affairs Manager

Regulatory Affairs Manager

Chief Financial Officer

Risk Manager

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