The Memorandum and Articles of Association is the foundational document required for company incorporation in Malta, established under the Companies Act (Chapter 386 of the Laws of Malta). This document is mandatory for all companies registering in Malta and must be filed with the Malta Business Registry during the incorporation process. It serves dual purposes: the Memorandum establishes the company's identity and external relationships, while the Articles govern internal operations and management. The document must reflect compliance with both Maltese corporate law and EU regulations, making it particularly important for businesses seeking to establish a presence in Malta's growing business sector. The Memorandum and Articles of Association remains a living document that can be amended as the company evolves, subject to shareholder approval and legal requirements.
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1. Memorandum of Association: The opening section that establishes the company's fundamental characteristics
2. Name and Registration: States the company name and registration details
3. Registered Office: Specifies the company's registered address in Malta
4. Objects: Details the business purposes and activities of the company
5. Share Capital: Specifies the authorized and issued share capital, including share classes and rights
6. Shareholders: Lists the initial subscribers and their shareholdings
7. Directors and Company Secretary: Names the first directors and company secretary
8. Legal and Judicial Representation: Specifies who may represent the company legally
9. Articles of Association: The section containing internal regulations of the company
10. Share Rights and Transfers: Details the rights attached to shares and transfer procedures
11. General Meetings: Rules governing shareholders' meetings and voting
12. Board of Directors: Provisions regarding directors' appointments, removal, and powers
13. Company Administration: Rules for day-to-day management and administration
14. Accounts and Audits: Requirements for financial reporting and auditing
1. Share Classes and Rights: Detailed provisions for multiple share classes, used when the company has different types of shares
2. Preference Shares: Specific provisions for preference shares, included when the company issues preferred stock
3. Transfer Restrictions: Additional restrictions on share transfers, common in private companies
4. Pre-emption Rights: Detailed pre-emption rights provisions, used to protect existing shareholders
5. Tag-Along and Drag-Along Rights: Special provisions for share sales, used in companies with significant shareholders
6. Electronic Communications: Provisions for electronic meetings and communications, optional but increasingly common
7. Alternate Directors: Provisions for appointment of alternate directors, used in larger companies
1. Share Capital Structure: Detailed breakdown of share classes and rights
2. Initial Subscribers: Details of initial shareholders including identification information
3. Form of Share Certificate: Template for share certificates
4. Pre-emption Procedures: Detailed procedures for implementing pre-emption rights
5. Proxy Form: Standard form for appointing proxies at general meetings
6. Directors' Powers: Detailed list of specific powers granted to directors
7. Company Seal Rules: Procedures for use and custody of the company seal
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