Page 8 - LILITED LIABILITY COMPANIES - INTERMEDIATE

COMPANY ACCOUNTING SESSION 14

1.5 REGISTRATION OF A COMPANY

To obtain registration of a company, public or private, the following documents must be presented (and
the relevant fees paid) to the registrar of companies.

Memorandum of association. A legal document which must be filed with the Registrar of
Companies before a Limited Liability Company can be incorporated, and which governs the
external relationship between the company and third parties. The memorandum must contain
certain compulsory clauses stating:

(a) whether the company is a public company or a private company;
(b) the name and residence of each subscriber;
(c) the name of the company;
(d) the registered office in Malta of the company;

(e) the objects of the company;
(f) the amount of the authorised share capital;
(g) the number of the directors;
(h) the name and residence of the first company secretary or secretaries;
(i) the period, if any, fixed for the duration of the company.

Articles of association. The legal constitution of a Limited Liability Company which governs the
internal relationship between the company and its members or shareholders. The articles govern
the rights and duties of the membership and aspects of administration of the company. They will
contain, for instance, the powers of the directors, the conduct of meetings, the dividend and
voting rights assigned to separate classes of shareholders, and other miscellaneous rules and
regulations.

Provide evidence that the paid up share capital of the company has been actually paid up.
Registration fees are payable to the Registrar of Companies and is calculated on the authorised
share capital.

Stamp duty is paid to the Commissioner of Inland Revenue that is payable in respect of the issued
share capital.

If the company is one that requires the prior approval of the Central Bank of Malta, then a permit
from the central Bank of Malta ought to be attached also to the Memorandum of Association.

Once the registrar is satisfied that all the documents are in order and that the objects specified in the
memorandum appear to be lawful he issues a certificate of incorporation and the company shall come into
existence and shall be authorised to commence business as from the date of registration which date shall
be indicated in the certificate.

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