The Continuation of Companies Regulations provide for the following continuation of companies:

Continuation in Malta of a foreign company

A request by a company to be registered as continued in Malta may be made to the Registrar by a company formed and incorporated or registered under the laws of an approved foreign country, which is similar in nature to a company as known under the laws of Malta, provided that the law of the foreign country or jurisdiction as well as the company's constitutive documnets allow this. The following documents must accompany such request:

- The resolution or equivalent document in the English language of the foreign company authorising it to be registered as being continued in Malta.

- A copy of the revised constitutive document of the foreign company including all the requirements necessary for the registration of a company in Malta

- A certificate of good standing or equiavalent document in English issued by the foreign competent authority to show that the foreign company is in compliance with the registration requirements of that authority

- A declaration signed by at least two directors (unless the Board of Directors is composed of one) confirming the following:

• The name of the foreign company and the name under which it is being continued
• The jurisdiction under which it is incorporated
• The date of incorporation
• The decision to have the foreign company registred as continuing in Malta
• That the foreign company has given formal notice to the relevant authority of the foreign country or jurisdiction of its decision to be registered as continuing in Malta; evidence of such notification must also be given
• That no proceedings for breach of the laws of the foreign country or jurisdiction have been commenced against the foreign company

- A declaration signed by at least two directors (unless the Board of Directors is composed of one) confirming the solvency of the foreign company and that they are not aware of any circumstances which could negatively affect in a material manner, the solvency position of the company within a period of 12 months

- A list of directors of the foreign company as well as of the company secretary, if any, or of the persons vested with the administration or the representation of the foreign company.

- Such material as the Registrar may require to satisfy himelf that:

• Such request is permitted by the laws of the foreign country or jurisdiction
• The consent of such number or proportion of the shareholders, debenture-holders and creditors of the foreign company as may be required by the laws of the foreign country or jurisdiction has been obtained.

The registration fees vary according to the authorised share capital of the company

Further requirements exist in the case of companies carrying out a licensable activity and public companies and/or where the company' shares are held by a foreign nominee or trustee

Effects of Registration

Once the documents referred to above have been delivered, the Registrar issues a Provisional Certificate of Continuation whose effects and the company is deemed to be provisionally registered in Malta and is thus subject and capable of exercising all the powers of a company so registered. The registration does not create a new legal entity and the continuity of the company is not affected.

Continuation outside Malta of companies incorporated in Malta

A company registered in Malta may, where the laws of an approved foreign country so allow, upon obtaining the consent of the Registrar, apply to the proper authority of the foreign country or jurisdiction to have the company registered as continued as if it had been incorporated under the laws of that foreign country or jurisdiction. A request is to be made to the Registrar for his consent for the company to be continued as a company outside Malta.

Once a copy of the instrument of continuation is issued from the foreign country or jurisdiction and delivered to the Registrar, the company is deemed to have ceased to be a company incorporated in Malta and is stryck off the register of companies.