Article Of Association Form for Malta

Article Of Association Form Template for Malta

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What is a Article Of Association Form?

The Article of Association Form is a crucial document required for company registration and governance in Malta. It must be prepared and filed with the Malta Business Registry when incorporating a new company or modifying an existing company's constitution. This document, mandated by the Companies Act (Cap. 386), contains essential information about the company's internal management structure, share capital, shareholder rights, director responsibilities, and corporate governance procedures. The Articles of Association need to comply with both Maltese law and relevant EU directives, making them particularly important for companies operating in or through Malta's business environment. They serve as a reference point for resolving internal disputes and guiding corporate decision-making processes throughout the company's lifetime.

What sections should be included in a Article Of Association Form?

1. Interpretation: Definitions of key terms used throughout the Articles and rules for interpreting the document

2. Company Name and Registration: Official name of the company and registration details

3. Registered Office: Details of the company's registered office in Malta

4. Objects and Powers: The business purposes and activities of the company and its general powers

5. Limited Liability: Statement of the limited liability nature of the company and shareholders' liability

6. Share Capital: Details of the company's share capital structure, classes of shares, and rights attached

7. Share Certificates: Provisions regarding the issuance and form of share certificates

8. Transfer of Shares: Procedures and restrictions for transferring shares

9. Transmission of Shares: Rules regarding transmission of shares in case of death or bankruptcy

10. General Meetings: Procedures for conducting general meetings, including notice requirements and voting

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

12. Company Secretary: Role and responsibilities of the company secretary

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

14. Accounts: Requirements for maintaining company accounts and financial records

15. Winding Up: Procedures for company dissolution and distribution of assets

What sections are optional to include in a Article Of Association Form?

1. Share Rights and Restrictions: Detailed provisions for different share classes, used when the company has multiple share classes

2. Pre-emption Rights: Detailed provisions giving existing shareholders first right to purchase new shares, used for private companies

3. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically used in companies with significant shareholders

4. Board Committees: Structure and powers of board committees, used in larger companies with complex governance needs

5. Electronic Communications: Provisions for electronic notices and meetings, recommended for modern companies

6. Alternate Directors: Provisions for appointing alternate directors, useful for international companies

7. Class Meetings: Procedures for class meetings, necessary when there are different share classes

8. Borrowing Powers: Specific provisions regarding company's borrowing powers, useful for companies planning significant financing

What schedules should be included in a Article Of Association Form?

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

2. Initial Subscribers: Details of the founding shareholders and their initial shareholdings

3. Reserved Matters: List of decisions requiring special approval

4. Directors' Powers: Detailed list of specific powers granted to directors

5. Share Transfer Form: Template form for share transfers

6. Proxy Form: Standard form for appointing proxies at general meetings

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

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Financial Services

Technology

Manufacturing

Retail

Professional Services

Gaming and iGaming

Maritime

Healthcare

Real Estate

Tourism and Hospitality

Import/Export

Education

Construction

Telecommunications

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Compliance

Board of Directors

Corporate Affairs

Company Secretariat

Risk Management

Administrative

Executive Leadership

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Director of Corporate Affairs

Board Member

Managing Director

Chief Financial Officer

Company Director

Corporate Governance Officer

Risk Manager

Legal Administrator

Corporate Services Manager

Shareholder Relations Manager

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