S.L. 386.5 Art. 4Request for registration.

A request by a foreign company for registration as being continued in Malta shall be made to the Registrar in the manner and form prescribed by him and shall be accompanied by:

(a) the resolution or equivalent document of the foreign company authorising it to be registered as being continued in Malta, and, if the instrument is not written in the English language, a translation thereof in the English language, certified to be a correct translation in such manner as may be prescribed; the resolution or equivalent document has as far as practicably possible, to be in such manner, by such constituted body and with such majority as would be the equivalent, under the laws of the country or jurisdiction of formation and incorporation or registration, and according to its constitutive document, of an extraordinary resolution under the laws of Malta;

(b) a copy of the revised constitutive document of the foreign company including all the requirements necessary for the registration of a company in Malta in accordance with the provisions of the Act;

(c) a certificate of good standing or equivalent document in respect of the foreign company issued by the competent authority in which the foreign company was formed and incorporated or registered or other evidence to the satisfaction of the Registrar that the foreign company is in compliance with the registration requirements of that authority, and, if the instrument is not written in the English language, a translation thereof in the English language, certified to be a correct translation in such manner as may be prescribed;

(d) a declaration signed by at least two directors of the foreign company, unless the Board of Directors is composed of one, or, where that foreign company does not have directors, by at least two persons vested with the administration or the representation of the foreign company to be registered as continued in Malta, confirming:

(i) the name of the foreign company and the name under which it is being continued;

(ii) the jurisdiction under which it is incorporated;

(iii) the date of incorporation;

(iv) the decision to have the foreign company registered as continuing in Malta;

(v) that the foreign company has given formal notice to the relevant authority of the country or jurisdiction where the foreign company was formed, incorporated or registered of its decision to be registered as continuing in Malta in accordance with the procedure laid down by law; and, together with the declaration, there shall be annexed evidence of such notification;

(vi) that no proceedings for breach of the laws of the country or jurisdiction of incorporation have been commenced against such foreign company, unless such proceedings arise out of an event which on the date of the occurrence thereof did not constitute such a breach;

(e) (i) a declaration signed by at least two directors of the foreign company, unless the Board of Directors is composed of one, or, where that foreign company does not have directors, by at least two persons vested with the administration or the representation of the foreign company, 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 twelve months;

(ii) any director of the foreign company, or the persons vested with the administration or representation of the foreign company, making a declaration of solvency under subparagraph (i) without having reasonable grounds on which to make this declaration shall be guilty of an offence and liable on conviction to a fine (multa) of not more than forty-six thousand and five hundred and eighty-seven euro and forty-seven cents (46,587.47);

(f) a list of directors of the foreign company as well of the company secretary, if any, or of the persons vested with the administration or the representation of the foreign company, where that foreign company does not have directors or a company secretary;

(g) such material as the Registrar may require to satisfy himself that -

(i) such request is permitted by the laws of the country or jurisdiction in which the foreign company has been formed and incorporated or registered; and

(ii) 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 country or jurisdiction of formation and incorporation or registration to such request has been obtained;

(h) the registration fees set out in the Companies Act

(Fees) Regulations, relating to the registration of commercial partnerships, which fees shall apply mutatis mutandis to foreign companies requesting to be registered as being continued in Malta.