Memorandum and Articles of Association in Malta 2026: A Director's Guide

By the EGM Assurance Editorial Team . Last reviewed May 2026 . 14 min read

The Memorandum and Articles of Association are the two constitutional documents that, together, define a Maltese company's legal existence and internal governance. The Memorandum establishes who the company is - its name, type, registered office, share capital, objects and shareholders - and is mandatory for every company under the Companies Act. The Articles set out how the company operates internally - director powers, share transfer rules, general meetings, voting, dividends - and are optional in principle, although in practice almost every Maltese company has them. Get either document wrong, and the company's operations may be hampered for years before anyone notices.

This guide is for directors and shareholders preparing to incorporate a Maltese company, or reviewing existing constitutional documents. It explains the substantive requirements under Article 69 of the Companies Act, the role of the First Schedule Model Regulations, the practical drafting decisions that matter (objects clause, share class rights, pre-emption arrangements, director appointment, deadlock provisions), and the recent amendments affecting M&A drafting: Act LX of 2021 (which introduced the compulsory electronic mail address in the Memorandum and the optional service address alternative to residential addresses) and Act XVIII of 2025 (which added Article 117A on usufruct rights, in force 7 August 2025 via Legal Notice 174 of 2025, and the new Article 69(4) duty to monitor the company email plus the streamlined Article 79 notification procedure for email and registered office changes, in force 16 December 2025 via Legal Notice 286 of 2025).

Throughout this guide we refer to the Memorandum and Articles together as the "M&A" - the shorthand used in Maltese corporate practice. We refer to the Companies Act (Chapter 386 of the Laws of Malta) as "the Act". The position reflects the law as at May 2026.

1. Why the M&A matters: directors' perspective

The M&A is not paperwork. It is the legal framework that determines what the directors can do, what shareholders can force them to do, how disputes are resolved, and how the company can be reorganised in future. Specific practical implications for directors:

• Director powers: anything the Articles don't expressly authorise, the directors generally cannot do. If the Articles fail to authorise the board to issue shares, dividends require shareholder action, or specific transactions require shareholder consent, the directors must obtain that consent before acting - or risk personal liability.

• Shareholder rights: pre-emption rights on share issues, tag-along/drag-along on transfers, dividend entitlements, voting weights - all flow from the Articles. Minority shareholders typically rely on the Articles for their protection.

• Disputes and deadlock: if the company has two equal shareholders and they fall out, the Articles determine whether the company can continue operating. Without explicit deadlock provisions, the company can be paralysed.

• Future corporate actions: capital increases, restructurings, mergers, share buy-backs, conversions - each of these can be procedurally easier or harder depending on what the M&A authorises in advance.

• Director liability: directors who act outside the powers granted by the Articles can face personal liability - even where shareholders subsequently ratify the action.

A well-drafted M&A protects the directors as much as the shareholders. A poorly drafted M&A is one of the most common sources of corporate disputes in Maltese SMEs and family companies.

2. The Memorandum: required content under Article 69

Every Maltese company's Memorandum of Association must, under Article 69 of the Companies Act, state the following information. The list has expanded over the years - most recently in December 2025 - and any company incorporated before recent amendments may need to update its Memorandum to reflect current requirements.

Company classification

Whether the company is a public company or a private company. Private companies are by far the most common form for SMEs and family businesses; their defining feature under Section 209 is that the Articles must restrict the right to transfer shares, limit the number of members to 50, and prohibit any invitation to the public to subscribe for shares or debentures. Public companies have no such restrictions but face higher capital and audit requirements.

The August 2025 amendments under Act XVIII of 2025 also removed the historic concept of an "exempt company" from Malta's statute books. Companies that previously held exempt status are now treated as private companies under Article 211, retaining their reliefs only if expressly stated in their constitutional documents.

Subscribers

The name, residence and identification number of each subscriber to the Memorandum. Following Act LX of 2021, a service address may be used in the Memorandum instead of the residential address - in which case the service address (not the home address) appears in the MBR's public records. The residential address is recorded in a separate register maintained by the company under the same Act but is not publicly disclosed. This is a significant privacy improvement for directors and shareholders who previously had their home addresses on the public MBR record.

Company name

The proposed name of the company, including the suffix indicating its legal form ("Limited" or "Ltd" for private companies; "p.l.c." for public companies). The name must be approved by the Registrar of Companies and may not be identical or confusingly similar to an existing registered name. Restricted words (e.g. "Bank", "Insurance", "Trust", "Royal") require specific regulatory clearance.

Registered office and electronic mail address

The Memorandum must state both the registered office in Malta and the electronic mail address of the company. The email address requirement was introduced by Act LX of 2021 (which inserted Article 69(1)(d)); the MBR confirmed compliance expectations in a Notice of 6 July 2022 setting a 30 September 2022 deadline for existing companies to provide an adequate email. The email address is the primary means by which the Registrar communicates with the company on compliance matters, deadlines and regulatory updates. Act XVIII of 2025 (via the new Article 69(4) brought into force on 16 December 2025 by Legal Notice 286 of 2025) added an express statutory duty on the directors and company secretary to ensure that this email address is regularly monitored, with any message from the Registrar brought to the attention of an officer of the company.

Importantly, changing the email address is now treated as a notification/return rather than a Memorandum amendment. Section 8 of Act XVIII of 2025 amended Article 79 of the Companies Act to expressly include changes to the company's electronic mail address (alongside changes to its registered office) within the streamlined change-notification framework. The amendment requires the directors or company secretary to submit a return to the Registrar within fourteen days of any such change. This provision was brought into force on 16 December 2025 by Legal Notice 286 of 2025, removing the historic burden of having to amend the Memorandum (which previously required an extraordinary shareholder resolution) for routine email changes.

Objects clause

The objects of the company - i.e. the purposes for which the company is formed and the activities it is authorised to carry on. In the case of a single-member company, the main trading activity must also be specifically identified. The objects clause has greater practical significance than directors typically realise; we discuss it in detail in Section 4.

Share capital

Three related items must appear in the Memorandum:

• The amount of authorised share capital (the maximum capital the company may issue without further amendment).

• The division into shares of a fixed amount (the nominal value).

• The number of shares taken up by each subscriber (initial issued capital) and the amount paid up in respect of each share.

For private companies, the minimum authorised share capital is €1,164.69, of which at least 20% must be paid up. For public companies, the minimum is €46,587.47, of which at least 25% must be paid up.

Share class rights

Where the share capital is divided into different classes of shares, the Memorandum must specify the rights attaching to each class. This is the source of many drafting errors - directors often assume that creating an "Ordinary B" class is enough, without specifying how it differs from "Ordinary A" in terms of voting, dividends, capital distribution and pre-emption. We address share class drafting in detail in Section 5.

Directors and company secretary

The Memorandum must include the name and residence of the first directors and the company secretary, the manner in which the representation of the company is to be exercised (e.g. by any single director, by two directors acting jointly, by a director and the secretary), and - following Act LX of 2021 - may use a service address instead of residential address for these officers too.

The director consent requirement - introduced for all companies (private and public) by Act LX of 2021 amending Article 139 of the Companies Act - means a person cannot be appointed as a director of any company without having signed the Memorandum or having delivered to the Registrar their written consent to act as director, acknowledging the legal obligations and disqualification provisions of the Act. Previously this requirement applied only to public companies. The consent is given through Form K (for an existing company) or Form K(1) (for directors appointed at formation).

Duration

If the company is formed for a fixed period, the duration must be stated. Most Maltese companies are formed for an indefinite period, in which case no duration is stated.

3. The Articles: regulating the company's internal affairs

The Articles of Association are the company's internal regulations - the rules governing how directors and shareholders interact, how decisions are taken, and how the company operates day-to-day. Unlike the Memorandum, Articles are not strictly mandatory under the Companies Act; if a company does not register its own Articles, the Model Regulations contained in the First Schedule to the Act are deemed to apply by default.

The First Schedule Model Regulations

The First Schedule of the Act contains model regulations for limited liability companies. These are a workable but conservative baseline. They cover share transfers, general meetings, director appointment and removal, board procedure, dividends, accounts and notices - a comprehensive set of internal rules that allow a company to function without bespoke Articles.

The default Model Regulations are workable for the simplest companies - a single-shareholder vehicle, a passive holding company, a dormant structure. They are rarely sufficient for active trading companies, multi-shareholder structures, family businesses, or any company anticipating significant commercial transactions. Specific limitations of the default Model Regulations include:

• They give the directors fairly broad authority to refuse to register share transfers, which is appropriate for some companies but disproportionate for others.

• They contain pre-emption rights structured to one model - not necessarily the right model for a particular shareholder relationship (e.g. family transfers, employee equity, investor protections).

• They do not address modern commercial needs: tag-along/drag-along rights, leaver provisions for employee shareholders, deadlock mechanisms, reserved matters requiring unanimous or supermajority consent.

• They reflect the default voting structure under the Act, which may not match the commercial deal between shareholders.

In practice, the vast majority of Maltese companies adopt custom Articles tailored to their specific situation - even if those Articles closely follow the Model Regulations structure. The cost of preparing customised Articles at incorporation is far lower than the cost of amending them later (which requires an extraordinary resolution and MBR filing).

Common Articles provisions

Articles typically cover the following matters, organised by topic:

• Share issuance: authorising the directors to issue authorised but unissued shares, the period of authorisation, and any restrictions.

• Pre-emption rights: who has the first right to acquire shares offered for transfer, how the price is determined, and the timeline for accepting or rejecting.

• Transfer restrictions: board approval requirements for transfers, permitted transferees (family, group companies), and any tag-along or drag-along provisions.

• Director appointment and removal: the number of directors, how they are appointed, how they may be removed (and by whom), how vacancies are filled.

• Board procedure: notice of meetings, quorum, voting (including casting vote of chair if any), written resolutions, conflict-of-interest procedures.

• Shareholder meetings: notice periods, quorum, voting procedures, written shareholder resolutions, voting on a poll vs by show of hands.

• Reserved matters: any matters that require shareholder approval rather than board approval, or that require supermajority/unanimous consent.

• Dividends: declaration procedure, interim dividends, scrip dividends, in-specie dividends.

• Notices: how notices to shareholders and directors are validly given (post, email, online portal).

• Indemnities: extent to which the company indemnifies directors, officers and the auditor against personal liability.

4. The objects clause: drafting it correctly matters

The objects clause sets out the purposes for which the company is formed and the activities it is authorised to carry on. Under Article 4(3) of the Act, a company may be formed for any lawful purpose - but the directors' authority to act on behalf of the company is limited to acts that fall within the stated objects.

Why this matters more than directors think

If a company's objects clause is too narrow, the directors may inadvertently exceed their authority when they enter into transactions outside the stated objects. Although Maltese courts have moved away from the strict "ultra vires" doctrine of older English law - protecting third parties dealing with the company in good faith - acts beyond the objects can still create internal exposure: shareholders may challenge the transaction, the directors may face liability to the company, and certain regulated counterparties (banks, insurers) may require evidence that a particular transaction falls within the company's objects.

Two parts: objects and powers

In Maltese drafting practice, the objects clause is typically divided into two parts: the specific objects (the substantive business activities) and the powers (the ancillary acts the company can perform in pursuit of those objects - borrowing, lending, entering into contracts, holding property, employing staff, and so on). The Companies Act explicitly contemplates objects only; the inclusion of powers is a practitioner convention designed to put beyond doubt that the directors can perform the standard ancillary acts of corporate life.

Drafting principle: broad enough to support the business; specific enough to inform readers

A well-drafted objects clause balances two competing pressures. On the one hand, it should be broad enough to encompass not just the company's current activities but reasonable future expansions - too narrow an objects clause requires costly amendment whenever the business develops. On the other hand, it should be specific enough that the company's main business activity is identifiable to shareholders, counterparties, regulators and the public reading the Memorandum.

The Companies Act requires that the main trading activity be specifically identified in the case of a single-member company. For multi-shareholder companies, while this is not strictly required, MBR practice typically expects a primary activity to be readily identifiable in the objects clause. Catch-all language ("any business that the directors deem appropriate") is generally rejected by the MBR as inadequately specific.

Regulated activities

Some activities require specific regulatory licence before the company can lawfully carry them on - banking, insurance, investment services, gaming, trust and corporate services, pharmaceutical distribution, and others. The objects clause should reflect that such activities, if included, are subject to obtaining and maintaining the relevant licence. Including a regulated activity in the objects clause does not authorise the company to carry it on without the necessary licence - but the MBR will typically expect the company to confirm its regulatory standing before registering objects that imply a regulated activity.

5. Share capital and share class rights

Article 69(1)(f) requires the Memorandum to state the share capital structure, including the rights attaching to shares of each class. Where a company has only one class of shares (typically "Ordinary"), the drafting is straightforward. Where multiple classes are used, the Memorandum must specify how each class differs from the others.

The four dimensions of share class rights

Share class rights are typically defined across four dimensions:

• Voting rights: whether the class carries voting rights at general meetings, and if so, the weighting (one vote per share, multiple votes, restricted votes on specific matters, or no votes).

• Dividend rights: whether the class has any priority over other classes in receiving dividends, whether dividends are cumulative, and whether the dividend is fixed (preference shares) or participative (ordinary).

• Capital rights on winding up: priority in receiving the surplus assets of the company on a winding up - preference shares typically rank ahead of ordinaries, but the precise priority must be specified.

• Pre-emption rights: whether the class has pre-emption rights on new share issues, and whether class-specific rights (e.g. anti-dilution protection) apply.

Failure to specify these dimensions clearly is one of the most common drafting failures in Maltese M&As. Where the rights are ambiguous, disputes between classes are difficult to resolve, and the default position under the Act ("one vote per share, equal dividend rights, pari passu winding-up rights") applies - which may not match the parties' commercial intent.

Variation of class rights

Where the Memorandum or Articles contain rights attaching to a particular class of shares, those rights cannot be varied without the consent of the class - typically a 75% supermajority of the class at a separate class meeting. This is a fundamental shareholder protection: it prevents the majority of ordinary shareholders from voting to strip rights from a minority class.

Older companies: transitional rule

Companies formed before the introduction of the express requirement to disclose class rights in the Memorandum (Article 69(1)(f)) were given a 12-month grace period to comply. Where the class rights were already disclosed in the Articles, the Memorandum is deemed to satisfy the requirement. Older companies that have never updated their constitutional documents should review whether their share class rights are properly recorded in the Memorandum, particularly before any transaction involving the shares (sale, capitalisation, transfer to next generation).

6. Pre-emption rights and transfer restrictions

For private companies, restricting the right to transfer shares is not just a drafting choice - it is a statutory requirement. Under Section 209 of the Companies Act, a private company's Articles MUST restrict the right to transfer its shares. The form the restriction takes is governed by the Articles, but typically involves three elements:

Pre-emption rights

Pre-emption rights give existing shareholders the right of first refusal when shares are offered for transfer. The shareholder wishing to transfer must first offer the shares to existing shareholders (usually pro rata to their existing holdings), at a price determined by the Articles' valuation mechanism. Only if existing shareholders decline to take up the shares within the prescribed window can the transfer to an outside party proceed - and even then, typically only at a price no less favourable than the price offered to existing shareholders.

Pre-emption rights are the single most important share transfer protection in most private companies. Their effectiveness depends on three drafting decisions:

• Trigger events: do pre-emption rights apply to all transfers, or only to specific types (sales)? Are family transfers, transfers to controlled companies, or causa mortis transmissions excluded from pre-emption?

• Price mechanism: is the price set by the seller, by independent valuation, by formula (e.g. multiple of EBITDA, net asset value), or by negotiation? Each mechanism has its trade-offs.

• Timing: how long do existing shareholders have to accept or reject? Too short, and shareholders cannot make an informed decision. Too long, and a transferor may be stuck for months awaiting clearance.

Board approval

Most Articles require board approval before a share transfer is registered, even where pre-emption rights have been respected. The Articles may give the board absolute discretion to refuse to register a transfer (the standard Model Regulations position), or may limit the board's discretion to specific grounds (e.g. transferee is a competitor, AML concerns, suitability concerns). Where the board has wide discretion, minority shareholders can find themselves unable to exit - a significant practical issue in family companies and SMEs.

Permitted transferees

Most modern Articles specify a list of "permitted transferees" to whom shares may be transferred without triggering pre-emption - typically family members in the direct line, controlled companies of the existing shareholder, and trustees holding shares on behalf of the shareholder. Permitted transferee provisions allow standard family and group reorganisations without engaging the full pre-emption process.

Tag-along and drag-along (if used)

More sophisticated Articles, particularly in companies with investor shareholders, often include tag-along rights (allowing minority shareholders to require their shares to be included in any sale by a majority) and drag-along rights (allowing a majority to compel minorities to sell on the same terms). These are essentially commercial protections rather than statutory requirements and need to be explicitly drafted.

7. Director appointment, removal and board procedure

The Articles determine how directors are appointed and removed, the size of the board, the procedure for board meetings, and the procedure for transacting business. These provisions interact with the Companies Act's default rules and the consent requirements introduced by Act XVIII of 2025.

Number of directors

Private companies must have at least one director; public companies must have at least two. The Articles may specify a fixed number, a range (e.g. minimum 2, maximum 7), or no upper limit. The lower limit at law is one for private and two for public; companies cannot drop below the statutory minimum without becoming non-compliant.

Appointment

Following the Act LX of 2021 amendments to Article 139 of the Companies Act, a person cannot be appointed as a director of any company (private or public) unless they have either personally signed the Memorandum (in the case of first directors) or delivered to the Registrar their written consent to act, acknowledging the legal obligations and disqualification provisions of the Act. The consent requirement, which previously applied only to public companies, now applies universally. The written consent is given via Form K (for appointments to an existing company) or Form K(1) (for directors appointed at formation).

The Articles typically specify how subsequent directors are appointed (by the existing board, by shareholders at the AGM, by specific shareholder groups in proportion to their holdings, or by class-specific nomination rights), and the duration of appointment (until the next AGM, for a fixed term, or until removal).

Removal

Under the Act, directors may be removed by an ordinary resolution of shareholders at any time - a statutory right that the Articles cannot override. The Articles may, however, impose additional procedural requirements (e.g. notice periods, opportunity to be heard) and may specify supplementary removal mechanisms (e.g. automatic removal on disqualification, removal by specific shareholder classes).

Conflicts of interest

Directors have a duty under the Act to declare any interest in transactions in which the company is involved. The Articles typically supplement the statutory rule with procedural provisions - declaration to the board, recusal from voting, the treatment of the director's shares for quorum purposes. Where the company has significant related-party transactions (common in family businesses), the conflict-of-interest provisions in the Articles can become an important governance safeguard.

Article 117A: usufruct of shares

One of the most novel changes introduced by Act XVIII of 2025 was the new Article 117A, which expressly regulates the rights of usufructuaries of shares for the first time. Under the new rule, a usufructuary of shares is entitled by default to attend general meetings and to receive dividends, but does NOT have voting rights unless voting rights are expressly granted to the usufructuary by either (a) the public deed creating the usufruct, or (b) the company's Memorandum and Articles of Association.

This is significant for family-owned Maltese companies where parents retain usufruct of shares while transferring bare ownership to children. Pre-2025, the voting position was unclear and frequently governed by side-agreements; post-2025, the position is the default (no votes for the usufructuary) unless explicit drafting in the M&A or public deed grants them. Family companies should review their Articles to ensure that the desired position is reflected.

8. Recent amendments: what changed and what to update

Two amending Acts in particular have reshaped the Maltese M&A framework in recent years: Act LX of 2021 (which introduced the email requirement, service address option and universal director consent rule) and Act XVIII of 2025 (which added the usufruct rules under Article 117A, the email-monitoring duty under Article 69(4), the streamlined Article 79 notification procedure for email and registered office changes, and the €50,000 directors' declaration under Article 73(4)). Act XVIII of 2025 was published on 11 July 2025 but its various provisions were commenced in tranches by separate Legal Notices. The table below summarises the M&A-relevant changes from both Acts and their respective commencement dates.

Action points for existing companies

Companies should review their M&A in light of these amendments and consider the following:

• Email address: confirm that an electronic mail address is recorded with the MBR and that it is regularly monitored. Companies without a registered email should remedy this immediately; the new Article 69(4) duty to monitor is now in force following Legal Notice 286 of 2025.

• Service addresses: consider whether to take advantage of the option (introduced by Act LX of 2021) to use service addresses for directors, secretary and shareholders in the public record.

• Usufruct of shares: where the company has shares held in usufruct (typically intra-family arrangements), check whether voting rights are expressly addressed in the Articles. If not, the new default rule applies - no votes for the usufructuary.

• Exempt company status: if the company was previously an "exempt company", review the Articles to ensure that any reliefs being relied on are expressly stated.

• Director consents: directors appointed since the Act LX of 2021 commencement (whether to a private or public company) must have provided written consent under the revised Article 139 - review the company's records to confirm Forms K / K(1) are on file for all directors.

9. The Article 79 amendment procedure

Once a company is registered, any change to the Memorandum or Articles must follow the procedure set out in Article 79 of the Companies Act. Getting this procedure right matters - a change made without complying with Article 79 is not effective, and directors who file purported amendments without the proper resolution are exposed to penalty and personal liability.

Extraordinary resolution

The general rule under Article 79(1) is that any alteration to the Memorandum or Articles requires an extraordinary resolution of the shareholders. An extraordinary resolution under the Act requires the affirmative vote of either (a) shareholders holding at least 75% in nominal value of the shares represented and entitled to vote at the meeting, or (b) 51% or more of the total voting rights of the company entitled to vote. The Articles may impose a higher threshold but not a lower one.

Common matters requiring an extraordinary resolution include: change of company name; change of objects clause; increase or reduction of authorised share capital; creation of new share classes; variation of class rights; alteration of director appointment or removal mechanisms; authorisation for the board to issue shares or to withdraw pre-emption rights; change of currency of share capital; and most other M&A changes.

Exceptions where a board resolution suffices

Two specific changes can now be made without an extraordinary resolution:

• Change of registered office: the registered office can be changed by a resolution of the board of directors alone. The change must be filed with the MBR, but no shareholder vote is required.

• Change of electronic mail address: following Section 8 of Act XVIII of 2025 (which amended Article 79 and was brought into force on 16 December 2025 by Legal Notice 286 of 2025), the company's registered email address can now be changed through the same streamlined notification framework as the registered office. The directors or company secretary submit a return to the Registrar within 14 days of the change, without needing an extraordinary resolution to amend the Memorandum.

Where directors propose to act on a borderline matter, the cautious approach is to seek the extraordinary resolution; the cost of a written shareholder resolution (where all shareholders agree) is low compared to the risk of subsequently challenged board resolutions.

MBR filing within 14 days

Where an extraordinary resolution alters the M&A, the directors and company secretary must deliver to the Registrar within 14 days of the resolution: (a) a copy of the resolution; and (b) a revised and updated copy of the Memorandum and Articles incorporating all the changes to date. Following Act XVIII of 2024 (a separate Act from the 2025 amendments), Article 79(2) was amended to permit electronic filing of the M&A through the BAROS system, provided the documents are properly authenticated under the Act.

Failure to file within 14 days exposes every officer in default to a daily penalty. More importantly, the amendment does not take effect until it is registered with the Registrar - so a company that has resolved but not filed an amendment cannot rely on the new provisions until the MBR confirms registration.

10. Common pitfalls and frequently asked questions

Frequently asked questions

Are Articles of Association mandatory?

No - the Memorandum is mandatory; Articles are not. Under the Act, if a company does not register its own Articles, the Model Regulations in the First Schedule are deemed to apply by default. However, almost every active Maltese company has its own Articles, because the Model Regulations are rarely sufficient for anything beyond the simplest dormant or holding structure.

Can we have only one shareholder?

Yes - single-member companies are explicitly contemplated by the Act. The Memorandum must be subscribed by the sole member (rather than by at least two persons), and the main trading activity must be specifically identified in the objects clause. Single-member companies otherwise operate under the same framework as multi-member companies.

What is the difference between Act LX of 2021 and Act XVIII of 2025?

Both are amending Acts to the Companies Act (Cap. 386) but they introduced different changes at different times. Act LX of 2021 (published 26 October 2021) introduced the requirement for a company email address in the Memorandum, the service-address alternative to residential addresses, the universal director consent requirement under Article 139, and the register of residential addresses. Act XVIII of 2025 (published 11 July 2025) introduced the new Article 117A on usufruct of shares, the new Article 69(4) directors' duty to monitor the company email, the streamlined Article 79 procedure for email and registered office changes, the €50,000 directors' declaration under Article 73(4), the simplified dissolution procedure under Article 214A, and the removal of "exempt company" status. Act XVIII of 2025 has been commenced in tranches: first on 7 August 2025 (Legal Notice 174) and then on 16 December 2025 (Legal Notice 286), with some provisions still pending commencement.

Do I need to update my Memorandum to reflect the recent amendments?

Some changes have direct compliance implications; others are optional. The mandatory updates are: (a) ensuring an electronic mail address is recorded with the MBR (Article 69(1)(d), in force since Act LX of 2021 and confirmed by the MBR Notice of 6 July 2022); (b) ensuring that email is regularly monitored (Article 69(4), in force from 16 December 2025); (c) ensuring written director consent under Article 139 is on file for all directors (Form K / Form K(1)); and (d) reviewing the implications of Article 117A for any shares held in usufruct (in force from 7 August 2025). The optional changes are: using service addresses instead of residential addresses (Act LX of 2021), and any restructuring of historic exempt company reliefs.

How long does an M&A change take?

From decision to effectiveness, an M&A change typically takes 2-4 weeks: convening the shareholder meeting (or obtaining written consents from all shareholders), passing the extraordinary resolution, preparing the revised M&A, filing with the MBR within 14 days, and waiting for MBR registration. Where all shareholders sign a written resolution, the meeting step is skipped - reducing the timeline by a week or more.

Can the Memorandum and Articles be in a language other than English?

The Memorandum and Articles may be drawn up in either English or Maltese. In practice, English is overwhelmingly the dominant language for Maltese corporate documents, and almost all M&A templates and Model Regulations available to practitioners are in English. Where a company's M&A is in Maltese, an English translation may be required for international counterparties, banks, and regulators.

Can the directors amend the Articles without shareholder approval?

No - except for the two specific exceptions noted above (registered office and electronic mail address). Any other amendment requires an extraordinary resolution of shareholders. Directors who purport to amend the Articles by board resolution alone are acting outside their authority and may face personal liability.

What happens if there is a conflict between the Memorandum and the Articles?

The Memorandum prevails over the Articles in the event of conflict. The Memorandum establishes the company's fundamental constitutional position; the Articles regulate internal matters that operate within the framework set by the Memorandum. Where the two documents conflict, courts and the MBR look first to the Memorandum.

Can a public company convert to private and vice versa?

Yes - conversion is possible by extraordinary resolution and consequential amendment of the Memorandum and Articles. Conversion from public to private requires the M&A to be amended to include the Section 209 restrictions (share transfer restriction, 50-member limit, prohibition on public invitations). Conversion from private to public requires additional capital (the public company minimum of €46,587.47) and the removal of the Section 209 restrictions. In both cases, the change of name (adding or removing "p.l.c.") is also required.

What happens if my Memorandum is missing information that the law now requires?

The Memorandum continues to be valid but the company is required to update it to reflect the current statutory requirements. The MBR may, in practice, require an update before processing other filings (such as a share issue, a name change, or a director appointment). The most cost-effective approach is typically to update the Memorandum at the next routine corporate event - a board change, share issue, or other amendment - rather than as a standalone exercise.

Where do I find the model regulations referred to in the First Schedule?

The First Schedule to the Companies Act sets out the model regulations in full. The Act, including all schedules, is available on legislation.mt. The First Schedule is the formal starting point for Articles drafting and remains relevant even for companies with bespoke Articles - since any matter not addressed in the bespoke Articles defaults back to the corresponding Model Regulation.

Are there any matters that cannot be regulated by the Articles?

Yes - certain matters are governed by the Companies Act itself and cannot be overridden by the Articles. Examples include: the statutory right of shareholders to remove a director by ordinary resolution; the statutory rights of minority shareholders to requisition meetings; the statutory limits on what a private company can do (50-member limit, transfer restrictions, no public invitations); the statutory requirements for general meetings, accounts and audit; and certain capital maintenance rules. Articles that purport to override these statutory rules are unenforceable in respect of those provisions.

Related guides from EGM Assurance

• Setting Up a Company in Malta: Step-by-Step Guide

• Becoming a Malta Company Director: Duties, Liability and Personal Exposure

• Share Transfers in Malta 2026: Complete Director's Guide

• Audit Exemption in Malta 2026: LN 139/2025 Complete Guide

• Corporate Filings and Beneficial Ownership in Malta

Authoritative references

• Companies Act (Cap. 386) - Articles 69, 70, 71, 79, 117A, 139, 209, 211

• Companies Act - First Schedule (Model Regulations)

• Act XVIII of 2025 - Companies (Amendment) Act 2025 (published 11 July 2025)

• Legal Notice 174 of 2025 - Companies (Amendment) Act, 2025 (Commencement) Notice (entry into force 7 August 2025)

• MBR User Guidelines on the Companies (Amendment) Act, 2025

• Malta Business Registry - Memorandum and Articles of Association

Need help? EGM Assurance provides statutory audit services in Malta - partner-led, transparent, on time. Get a quote.

This article is prepared by EGM Assurance for general informational purposes and reflects the legal and regulatory position in Malta as at May 2026, including Act LX of 2021 and Act XVIII of 2025 (with provisions brought into force on 7 August 2025 by Legal Notice 174 of 2025 and on 16 December 2025 by Legal Notice 286 of 2025). It does not constitute legal advice. The drafting of constitutional documents involves substantive corporate law, tax, regulatory and commercial considerations that depend on the specific facts of each company and its shareholders. Always obtain specific advice from a qualified Maltese advocate before adopting, amending or relying upon a particular form of M&A.