Articles of Association and Bylaws are essential constitutional documents required for every company incorporated in Malta under the Companies Act (Cap. 386). These documents must be filed with the Malta Business Registry during company formation and serve as the primary reference for corporate governance throughout the company's lifetime. They detail crucial aspects such as share capital structure, shareholder rights, management powers, meeting procedures, and decision-making processes. The documents must comply with both Maltese law and relevant EU directives, particularly important given Malta's position as an EU member state. Regular reviews and updates may be necessary to ensure continued compliance with evolving corporate legislation and to accommodate changes in business operations.
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1. 1. Company Name and Registered Office: Specifies the company's name, registration number, and registered office address in Malta
2. 2. Definitions and Interpretation: Defines key terms used throughout the document and rules for interpretation
3. 3. Objects and Powers: States the company's business purposes and general powers
4. 4. Share Capital: Details the company's share capital structure, classes of shares, and rights attached to shares
5. 5. Share Certificates and Transfers: Procedures for issuing share certificates and transferring shares
6. 6. Members and Shareholders: Rights, obligations and limitations of company members/shareholders
7. 7. General Meetings: Procedures for convening and conducting shareholder meetings, voting rights, and resolutions
8. 8. Directors: Appointment, removal, powers, and duties of directors
9. 9. Board Meetings: Procedures for board meetings, voting, and decision-making
10. 10. Company Secretary: Appointment, duties, and powers of the company secretary
11. 11. Minutes and Records: Requirements for maintaining company records and minutes
12. 12. Accounts and Audit: Financial reporting requirements and appointment of auditors
13. 13. Notices: Procedures for giving notices to members and directors
14. 14. Indemnity and Insurance: Provisions for indemnifying officers and maintaining D&O insurance
15. 15. Winding Up: Procedures and rules for company dissolution
1. Preference Shares: Detailed provisions for preference shares if the company issues multiple share classes
2. Electronic Communications: Provisions for electronic meetings and communications, particularly relevant for modern companies
3. Alternate Directors: Provisions for appointment and powers of alternate directors if allowed
4. Borrowing Powers: Specific provisions regarding company's borrowing powers and limitations
5. Dividends and Reserves: Detailed provisions for dividend distribution and reserve maintenance
6. Share Options and Rights: Provisions for share options or rights issues if relevant to the company
7. Committees: Establishment and operation of board committees if required
8. Seal: Provisions regarding the company seal if the company chooses to have one
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights
2. Schedule 2: Initial Subscribers: List of founding members and their initial shareholdings
3. Schedule 3: Board Procedures: Detailed procedures for board meetings and decision-making
4. Schedule 4: General Meeting Procedures: Detailed procedures for general meetings
5. Schedule 5: Share Transfer Forms: Template forms for share transfers
6. Schedule 6: Proxy Forms: Template forms for proxy appointments
7. Appendix A: Company Seal Specifications: Design and usage rules for company seal if adopted
8. Appendix B: Professional Codes of Conduct: Any adopted professional or ethical codes
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