Can I convert my sole proprietorship into a limited company later?
- 18.08.2026
A private investor wants to put money into my company in Malta in exchange for a 20 percent equity stake through newly issued shares, rather than buying existing shares from me directly. What is the correct legal process to issue new shares properly so this is valid and reflected correctly on the register?
Issuing new shares in a Maltese company involves several coordinated steps under the Companies Act, Chapter 386 of the Laws of Malta. Typically, the board of directors passes a resolution approving the share issue, existing shareholders may have pre-emption rights over new shares that need to be formally waived unless the articles of association say otherwise, the investor and company sign a subscription agreement setting out the price and terms of the new shares, and the increase in issued share capital together with the updated shareholding must be filed with the Malta Business Registry (MBR) to update the public record. It is also important to check whether your current authorised share capital, if your articles specify one, is sufficient to accommodate the new shares, since exceeding it would require a separate amendment to the memorandum of association first. Given that a 20 percent stake is significant, it is also worth formalising the investor's rights, such as any information or veto rights, in a proper shareholders' agreement alongside the share subscription documents, rather than relying solely on the standard articles.
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