Implementation and scope
The rules set forth in the Second Company Law Directive (77/91/EEC) and the subsequent amendments made to it by Directive 92/101/EEC were transposed into Maltese domestic law by Act IV of 2003. The amendments made by Directive 2006/68/EC were transposed into domestic law by virtue of Act IX of 2008. The aforementioned Legal Notices amended the Companies Act, Chapter 386 of the Laws of Malta and should be read in conjunction with it.
The Second Company Law Directive, together with subsequent amendments thereto, applies to Maltese public companies, which the Companies Act refers to as public companies (Art. 1 Dir.).
Application of Maltese law
Malta applies the incorporation theory to determine the corporate law which applies to a public company. More specifically, any public company with its registered office in Malta will be subject to Maltese corporate law.
Minimum information to be included in the memorandum of association
The initial subscribers to a Maltese public company must sign a memorandum of association. This document is required to state at least the following information:
(i) the fact that the company is a public company;
(ii) the name and address of the subscribers;
(iii) the company’s name;
(iv) the company’s registered office;
(v) the company’s objects;
(vi) the company’s authorised share capital, the division of share capital into shares of a fixed amount, the number of shares taken up by each subscriber and the amount paid-up in respect of each share taken up and, if the share capital is divided into shares of different classes, the rights attaching to the shares of each class;
(vii) the number of directors of the company, the name and residence of the first directors and, if any of the directors is a corporate entity, the name and registered or principal office of the corporate entity, the name of the persons vested with representation of the company and the manner in which such powers of representation may be exercised;
(viii) the name and residence of the first company secretary or, if the company has more than one secretary, the company secretaries;
(ix) the period, if any, that has been fixed for the company’s duration (Art. 69(2) and (3) Companies Act).