Articles Of Association And Memorandum Of Association for Malta

Articles Of Association And Memorandum Of Association Template for Malta

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"I need Articles of Association and Memorandum of Association for a Malta-based fintech startup with multiple share classes, including preferred shares for investors, and specific provisions for virtual board meetings and electronic voting to be implemented by March 2025."

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What is a Articles Of Association And Memorandum Of Association?

The Articles of Association and Memorandum of Association are essential documents required when incorporating a company in Malta. These documents must be prepared and filed with the Malta Business Registry in accordance with the Companies Act (Cap. 386). They serve as the company's constitution, with the Memorandum establishing the company's external identity and basic structure, while the Articles regulate internal management and operations. These documents are required for all types of companies, whether private or public, and must include specific information such as company name, registered office, objects, share capital structure, and governance rules. The content must comply with Maltese law requirements and can be customized to suit specific business needs while maintaining mandatory provisions. Once registered, these documents become public records and can only be amended through special resolutions.

What sections should be included in a Articles Of Association And Memorandum Of Association?

1. Memorandum of Association: Primary document containing fundamental company information including name, registered office, objects, liability, share capital, and subscriber details

2. Name and Registration: Company name, registration number, and type of company (public or private limited)

3. Registered Office: Official registered address of the company in Malta

4. Objects: Primary and ancillary business objectives of the company

5. Limited Liability: Statement of limited liability and shareholders' liability extent

6. Share Capital: Authorized and issued share capital, including nominal value and division of shares

7. Articles of Association: Internal regulations governing company operations and management

8. Share Rights and Restrictions: Basic rights attached to shares and transfer restrictions

9. General Meetings: Procedures for conducting shareholders' meetings, voting rights, and resolutions

10. Directors and Management: Appointment, removal, and powers of directors and company officers

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

12. Dividends and Reserves: Rules regarding dividend distribution and maintenance of reserves

13. Accounts and Audit: Requirements for financial reporting and appointment of auditors

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

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

1. Different Share Classes: Details of different share classes and their respective rights (used when company has multiple share classes)

2. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase new shares (used for private companies wanting to maintain control)

3. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of sale to third parties (used for companies with significant shareholders)

4. Board Committees: Structure and powers of specific board committees (used for larger companies with complex governance)

5. Electronic Communications: Provisions for electronic meetings and communications (used for modern companies wanting digital flexibility)

6. Shareholder Veto Rights: Special voting rights or veto powers for certain shareholders (used when specific shareholders require additional control)

What schedules should be included in a Articles Of Association And Memorandum Of Association?

1. Share Transfer Form: Standard form for transferring shares between parties

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

3. Share Certificate Template: Template for issuing share certificates

4. Board Resolution Templates: Standard templates for common board resolutions

5. Company Seal Rules: Procedures for use and custody of the company seal

6. Initial Subscribers: Details of initial shareholders and their shareholdings

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Tourism and Hospitality

Transportation and Logistics

Energy

Education

Construction

Media and Entertainment

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Management

Risk Management

Corporate Affairs

Regulatory Affairs

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Director of Corporate Affairs

Board Member

Managing Director

Chief Legal Officer

Corporate Governance Officer

Risk Manager

Company Director

Chief Financial Officer

Corporate Administrator

Regulatory Affairs Manager

Industries
Companies Act (Cap. 386) of the Laws of Malta: The primary legislation governing company formation, registration, and operation in Malta. It provides the legal framework for incorporating companies and details requirements for Memorandum and Articles of Association.
Company Service Providers Act (Cap. 529): Regulates service providers involved in company formation and administration, ensuring compliance with proper procedures in setting up company documents.
Continuation of Companies Regulations (S.L. 386.05): Subsidiary legislation dealing with the continuation of companies, relevant for provisions in the Articles regarding company restructuring and continuation.
Commercial Code (Cap. 13): Contains general provisions about commercial law that may affect certain aspects of company operations and governance structures.
Malta Financial Services Authority Act (Cap. 330): Relevant for compliance with regulatory requirements and registration procedures, as the MFSA is the primary company registry in Malta.
Prevention of Money Laundering Act (Cap. 373): Important for including appropriate provisions regarding company compliance with anti-money laundering regulations and beneficial ownership declarations.
EU Directive 2017/1132: Relating to certain aspects of company law, including disclosure requirements and company formation procedures that need to be reflected in the company documents.
Corporate Governance Guidelines for Public Interest Companies: While not strictly legislation, these guidelines provide important governance principles that should be considered in drafting Articles of Association, especially for larger companies.
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Articles Of Association And Memorandum Of Association

Foundational constitutional documents for company incorporation in Malta, comprising the Memorandum and Articles of Association under Maltese Companies Act (Cap. 386).

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