The Companies (Amendment) Act, 2025: Key Changes for Maltese Companies

Introduction

The Companies (Amendment) Act 2025, published on the 11th of July 2025 seeks to update the Companies Act (Chapter 386 of the Laws of Malta) to (i) introduce a new simplified dissolution procedure, (ii) enforce a number of new duties for both directors and company secretaries, (iii) exempt de minimis non-cash consideration issuances from the independent valuation report requirement, (iv) replace the term ‘exempt company’, and (v) simplify certain procedural matters relating to the transfer of interests or increase in partner contributions in partnerships.

STATUS: PARTIALLY IN FORCE

In line with Article 1(2), the provisions of the Companies (Amendment) Act 2025 are set to come into force on such date as the Minister responsible for the registration of commercial partnerships may by notice in the Gazette establish and different dates may be so established for different provisions and, or purposes of the Act.

To date, the Act is only partially in force. The main amendments described in this article are still pending commencement by notice in the Gazette. Each section below indicates the current status of the relevant amendment.

The New Simplified Dissolution Procedure

Article 214A introduces a new simplified dissolution procedure which does not require the appointment of a liquidator, aiming to reduce administrative burdens and related costs.

Eligibility

A company is not eligible to undergo the simplified dissolution procedure if:

(i) It has not been validly registered for a period of at least six (6) months;

(ii) It is a Regulated Company (under any applicable law in Malta);

(iii) It is a Public Company;

(iv) It has carried out any change in its name during the preceding six months;

(v) It has traded or otherwise carried on business during the preceding six months;

(vi) It is not in good-standing or has not been in good-standing at any point during the preceding six months;

(vii) It has employed employees other than any person who is a director or company secretary of the company at any point during the preceding six months;

(viii) It has or has had any of its shares pledged at any point during the preceding six months.

Step 1: Shareholders’ Resolution

If the above conditions have been met, the shareholders of the Company may opt, by means of a shareholders’ resolution, to adopt the simplified voluntary dissolution procedure.

Step 2: Application and Declarations

In order to proceed, the directors of the Company will be required to submit an application by means of a statutory form, together with a signed declaration confirming that:

(i) the company is not a regulated entity;

(ii) the company has discharged all liabilities to creditors, other than:

a. liabilities due to any of the company’s current officers or corporate service providers;

b. loans payable to any of its shareholders.

(iii) the company has no pending court proceedings;

(iv) the company does not have assets in excess of five thousand euro (€5000);

(v) the company has not entered into any deeds/contracts in the previous six months (other than with service providers);

(vi) the company has no outstanding amounts due to any government authority or body;

(vii) a shareholders’ resolution has been passed to approve the simplified voluntary dissolution;

(viii) all company bank accounts have been closed;

(ix) an application has been filed for the company to be de-registered for VAT purposes in Malta;

(x) no persons are employed in the company (other than its officers);

(xi) the directors will be retaining the beneficial owner details and financial records as mandated by law.

The directors and company secretary will retain all powers and duties until the company is struck off from the register.

Step 2: Notice & Waiting Period

Once satisfied that all conditions have been met, the Registrar will proceed to publish a notice that, at the expiration of three (3) months from publication, the company’s name will be struck off from the register.

Step 3: Strike-Off

The company’s name will be struck off the register upon expiration of the three-month publication period.

NOT YET IN FORCE

The Simplified Dissolution Procedure has not yet entered into force and will come into effect on such date as the Minister responsible for the registration of commercial partnerships may by notice in the Gazette establish.

Changes to Director & Company Secretary Duties

New Director Power

Company boards are now empowered to change the e-mail address of the Company by way of a Board Resolution.

New Duties for Directors and Company Secretaries

A new duty has been imposed on Directors and Company Secretaries to regularly monitor the company’s registered email address such that any emails sent to the company are brought to the attention of the Company’s officers.

Furthermore, Directors and Company Secretaries are now obliged to deliver a copy of the Board Resolution to change the company’s e-mail address within fourteen days of the change in e-mail address, together with a copy of the updated Memorandum & Articles of Association (M&AA) reflecting the change.

NOT YET IN FORCE

These new powers and duties have not yet entered into force and will come into effect on such date as the Minister responsible for the registration of commercial partnerships may by notice in the Gazette establish

De Minimis Non-Cash Consideration Exemption

Prior to the amendments, any share issuance for non-cash consideration required an independent valuation report to be prepared and approved by the Registrar.

Under the amended law, where the non-cash consideration does not exceed fifty thousand euro (€50,000), the Company may choose to register a director’s declaration on the valuation of the non-cash consideration instead.

IN FORCE

The new De-Minimis Exemption entered into force in August 2025 by means of the S.L.175.2025.

Terminology Update: ‘Exempt Company’ Replaced

The definition of exempt company has been removed and any reference to the former ‘exempt company’ has now been replaced by reference to a ‘company in terms of Article 211’ (the former ‘exempt company’ provision).

NOT YET IN FORCE

The updated terminology not yet entered into force and will come into effect on such date as the Minister responsible for the registration of commercial partnerships may by notice in the Gazette establish.

Partnership Law Simplifications

No Need to Amend Deed for New Contributions

Partnerships are no longer required to amend and register the partnership deed when a partner increases their contribution, or a new partner contributes capital. Instead, the partnership will only be required to register a resolution of the partners confirming the contributions received within three (3) months from the end of the calendar year in which the contributions are affected.

However, where any interest in the partnership is to be assigned during the same calendar year, the resolution must be registered prior to any such assignment.

Consent Not Required for Inheritance Transfers

Prior to the amendments, any transfer of interest in the partnership, including a transfer causa mortis (by way of inheritance) required the consent of all partners by default (i.e. unless expressly provided otherwise by the partnership deed). Following the amendments, any transfers causa mortis no longer require the consent of all partners (unless the partnership deed provides otherwise).

NOT YET IN FORCE

The simplifications have not yet entered into force and will come into effect on such date as the Minister responsible for the registration of commercial partnerships may by notice in the Gazette establish.

Zeta

At Zeta, we help businesses stay ahead of regulatory changes in Malta. Whether you’re planning a company dissolution, updating your corporate governance structure, or setting up a new entity, our experienced team provides tailored CSP solutions that ensure compliance, efficiency, and peace of mind. Reach out today to find out how we can support your business every step of the way.