The Memorandum And Articles Of Association Constitution is a mandatory legal document required for incorporating any company in Malta. It serves as the cornerstone of corporate governance and must be filed with the Malta Business Registry during the company formation process. This document outlines the company's fundamental characteristics, including its objectives, share capital structure, and internal regulations. It must comply with the Companies Act (Cap. 386) of Malta and relevant EU directives. The document is particularly crucial as it defines the relationships between shareholders, directors, and the company itself, establishing clear guidelines for corporate operations and decision-making processes. It's typically drafted during company formation but can be amended later through proper legal procedures to accommodate changing business needs while maintaining compliance with Maltese law.
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1. Memorandum of Association: The opening section that identifies this as a Memorandum of Association under Maltese law
2. Company Name and Registration: States the name of the company and its registration details
3. Registered Office: Specifies the registered address of the company in Malta
4. Objects of the Company: Details the business purposes and activities the company is authorized to undertake
5. Share Capital: Specifies the authorized and issued share capital, including types of shares and their nominal value
6. Shareholders: Lists the initial subscribers/shareholders and their shareholding
7. Legal and Judicial Representation: Specifies who has the power to represent the company legally
8. Articles of Association: Opening of the second main part defining internal regulations
9. Share Rights and Restrictions: Details the rights attached to different classes of shares
10. Share Transfers: Procedures and restrictions for transferring shares
11. General Meetings: Rules for conducting shareholder meetings
12. Directors: Appointment, removal, and powers of directors
13. Company Secretary: Appointment and duties of the company secretary
14. Dividends and Reserves: Rules for dividend distribution and maintenance of reserves
15. Accounts and Audit: Requirements for financial reporting and audit
1. Pre-emption Rights: Detailed procedures for existing shareholders' rights to purchase new shares - used when shareholders want additional protection
2. Tag-Along and Drag-Along Rights: Special provisions for share sales - typically used in companies with multiple shareholders
3. Share Valuation: Specific methods for valuing shares - important for private companies
4. Restricted Activities: List of actions requiring special shareholder approval - used for additional shareholder protection
5. Deadlock Resolution: Procedures for resolving shareholder disputes - important for 50/50 owned companies
6. Non-Competition Provisions: Restrictions on shareholders competing with the company - used when shareholders are active in the industry
7. Intellectual Property Rights: Special provisions for IP ownership - important for technology or creative companies
8. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration
1. Schedule 1 - Share Capital Structure: Detailed breakdown of share classes and rights
2. Schedule 2 - Initial Shareholders: Details of initial shareholders including identification information and shareholding
3. Schedule 3 - First Directors: Details of first appointed directors and their particulars
4. Schedule 4 - Reserved Matters: List of decisions requiring special majority or unanimous consent
5. Schedule 5 - Share Transfer Form: Template form for executing share transfers
6. Appendix A - Company Seal: Design and rules for use of the company seal
7. Appendix B - Proxy Form: Standard form for appointing proxies at general meetings
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