You can order a copy of the memorandum and articles of association of a Maltese company, as held by the Malta Business Register.
What it is and who issues it
The memorandum and articles of association set out a company’s constitution: its objects, share capital and how it is run. The Malta Business Register (MBR) holds the filed copy and issues a copy of the version registered with it.
Memorandum and Articles: the difference
The memorandum of association is the company’s foundation document. It states the company’s name, its registered office, its objects (what it is set up to do) and the share capital its founders agree to take up.
The articles of association are the company’s internal rulebook. They set out how the company is run: how directors are appointed, how shares are transferred, how meetings are held and how profits are distributed.
In short, the memorandum says what the company is and what it can do, while the articles say how it is governed. Both are filed with the Malta Business Register, and the exact wording differs from company to company.
What the memorandum must state
Under article 69 of the Companies Act, the memorandum of every company must state:
- whether the company is a public or a private company
- the name and residence of each subscriber
- the name of the company
- the registered office in Malta and the company’s electronic mail address
- the objects of the company
- the authorised share capital, the division into shares, the number of shares taken up by each subscriber and the amount paid up on each share, and the rights attaching to each class of share
- the number of directors, the first directors, and how the company is represented
- the first company secretary
- the period fixed for the company’s duration, if any
Model Articles
The model regulations for a limited liability company are set out in the First Schedule to the Companies Act (Cap. 386). Under article 75 of the Act, they apply to a company by default.
If no articles of association are registered, the model regulations govern the company as if they were its articles. If the company registers its own articles, the model regulations still apply to every matter that those articles do not exclude or modify. The M&A copy will show the articles registered by the company, and any model regulation they do not change continues to apply.
When you might need one
Banks, counterparties and foreign authorities often ask for the memorandum and articles to check what a company is allowed to do and who can act for it.
How to order
You can order the M&A online. It costs €95, excluding VAT. Certification or an Apostille can be added for each certificate.