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Redomiciliation of Funds to Malta
Malta is currently experiencing a steady trend of funds relocating to its shores from other financial centres, which trend is attributable to the fact that Malta has one of the most efficient re-domiciliation procedures in the world. Once completed, the re-domicilation procedure enables funds incorporated in foreign jurisdictions to continue their operations and existence in Malta retaining their accumulated performance track-record, besides all their assets, rights and liabilities subsequent to re-domiciliation.
Funds wishing to re-domicile should ensure that their continuation in Malta would be permitted in terms of the relative laws and regulations applicable in their current jurisdiction and also by their statute or equivalent instrument. Once these facts are positively ascertained, the fund may be continued in Malta by fulfilling the steps outlined below:
- an application for a Collective Investment Scheme (“CIS”) licence (AIF, PIF, UCITS, as may be relevant) is submitted to the MFSA together with all the relevant and ancillary documentation. From its end, the MFSA will:
– conduct all the relevant due diligence enquiries on the fund including with any existing relevant foreign regulator of the fund; and
– review the structure of the fund in terms of Maltese regulations and vet the draft documentation provided (including the draft proposed Memorandum & Articles of Association and the Offering Memorandum);
- together with the submission referred to above, all applicable requirements in terms of the Continuation of Companies Regulations must be duly addressed with the Malta Registry of Companies in order for all the relevant corporate matters to be dealt with and the re-domiciliation to be formalised accordingly.
Other specific documentation that is ordinarily requested by the MFSA with respect to a redomiciliation includes the following:
- recent copies of the audited financial statements of the fund;
- a copy of the (pre-redomicilation) Memorandum & Articles of Association (with details of the current directors) and Offering Memorandum;
- a signed resolution from the existing Board of Directors of the fund confirming:
– the Directors’ intention to re-domicile the Scheme to Malta; to apply for a CIS Licence in favour of the fund ;
– that there are no regulatory issues relating to the said re-domiciliation and no pending litigation or disputes and that the Directors are not aware of any potential litigation or disputes.
Upon the completion of the process, the redomiciled fund ceases its legal existence in the previous jurisdiction and effectively becomes a duly licensed investment fund in Malta, leaving its performance track-record intact and uninterrupted.
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