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.
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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
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)
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
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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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