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At GM Corp. we pride ourselves on being avant-garde and see ourselves as a company that is proactive rather than reactive.  Over the years the portfolio over services we offer has grown tremendously and we will continue to offer the standard of service our clients have come to expect from us.

GM Corporate and
Fiduciary Services Ltd.
147/1, St. Lucia Street,
Valletta VLT 1185, Malta.
+(356) 2123 5341
info@gmint.com
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Continuance of Companies
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  • A body corporate formed and incorporated or registered under the laws of an approved company or jurisdiction other than Malta which is similar in nature to a company as known under the laws of Malta may, provided it is so authorised by its constitutive document, request the Register of Companies to be registered as being continued in Malta under the Companies
     
  • A request by a foreign company for registration as being continued in Malta should be on a prescribed form accompanied by:

 

  1. the resolution or equivalent document of the foreign company authorizing it to be registered as continued in Malta. The said resolution shall be passed, as far as practically possible, with the same majority as is needed to pass an extraordinary resolution under the laws of Malta i.e. 51% of the persons entitled to be present and to vote at the meeting at which the resolution was passed.
     
  2. a revised constitutive document i.e. memorandum and articles of association that complies with the Companies Act.
     
  3. a declaration signed by at least two directors of the foreign company confirming:-

    (a) the name of the foreign company and the name under which it is being continued;
    (b) the jurisdiction under which it is incorporated;
    (c) the date of the incorporation;
    (d) the decision to have the foreign company registered in Malta;
    (e) that the company has given formal notice to the relevant authority of the country or jurisdiction where the foreign company was registered of its decision to be registered in Malta in accordance with the procedure laid down by law. Furthermore, evidence of this notification must be provided;
    (f) that no proceedings for breach of laws of the country or jurisdiction of incorporation have been commenced against such foreign company;

 

  • The two same directors will also be required to make a declaration confirming the solvency of the company and that they are not aware of circumstances that could negatively affect, in a material manner, the solvency of the company within a period of 12 months.
     
  • A list of directors of the foreign company, the name of the company secretary, if any, or of the persons vested with the administration or the representation of the foreign company must also be provided where the foreign company does not have directors or a Company secretary


Once the Registrar of Companies is satisfied that the documents delivered for registration comply with the requirements of the law, he will issue a Provision Certificate of Continuation

The company to which the Provisional Certificate of Continuation relates:

  • Shall continue to be a body corporate in Malta under the Companies Act
  • Is subject to all obligations and is capable of exercising all the powers of a company registered under the Companies Act.
  • Within six months from the date of issue of the Provisional Certificate of Continuation, the company concerned is obliged to submit documentary evidence that it has ceased to be registered in the foreign country or jurisdiction at which point a Certificate of Continuation will be issued by the Registrar of Companies.
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