Recent Amendments To The Companies Act, Chapter 386 Of The Laws Of Malta

On 16 December 2025, selected provisions of the Companies (Amendment) Act, 2025 (Act XVIII of 2025) (the "Amendment Act") were brought into force by virtue of Legal Notice 286 of 2025 (Government Gazette No. 21,556), amending the Companies Act, Chapter 386 of the laws of Malta (the "Companies Act" or "Act"). On the same date, the Companies Act (Forms) (Amendment No. 2) Regulations, 2025 (Legal Notice 287 of 2025) also came into effect, revising existing statutory forms and introducing new forms intended to give practical effect to those amendments.

Revised Notice Requirements for Partnerships en Commandite

Section 5 of the Amendment Act refines the treatment of partnership notices under Article 19(3) of the Companies Act in the context of partnerships en commandite and introduces two key clarifications through amendments to Article 52 of the Companies Act.

First, publication of a notice relating to the appointment or cessation of a partner is now required only where the change concerns a general partner with unlimited liability. No publication requirement applies where the change relates solely to a limited partner.

Secondly, the amendment disapplies the second and third provisos to Article 19(3) ¹ in cases involving the cessation or appointment of a limited partner. Consequently, the creditor-protection mechanisms set out in those provisos do not apply in such circumstances. Overall, this amendment therefore draws a clear distinction between general and limited partners, both in terms of publicity requirements and creditor safeguards.

Monitoring of Registered Email Address

Section 6 of the Amendment Act introduces a new Article 69(4) within the Companies Act, which places a direct statutory obligation on directors and the company secretary to ensure that the company's registered electronic mail address is regularly monitored. The purpose of this provision is to ensure that any electronic communication sent by the Registrar is promptly brought to the attention of an officer of the company.

Notification of Changes to Registered Office and Email Address

Section 8 of the Amendment Act expands the existing change-notification framework under Article 79 of the Companies Act to expressly include changes to a company's electronic mail address, in addition to changes to its registered office.

A new proviso introduces a clear fourteen-day filing deadline, requiring the directors or the company secretary to submit a return to the Registrar within fourteen days of any change to the registered office in Malta or the registered electronic mail address.

Simplified Dissolution Procedure

Section 32 of the Amendment Act introduces a new Article 214A within the Companies Act, establishing a simplified dissolution procedure for eligible companies. Under this mechanism, a company registered for at least six months may apply to be dissolved and struck off the Register of Companies. The procedure is, however, explicitly unavailable to regulated entities under Maltese law and to public limited companies.

The legislation also introduces a "six-month lookback" period. An application cannot be submitted if, at any time during the six months preceding the application, the company has: changed its name; carried on business or traded; employed anyone other than officers; had outstanding documents or penalties due to the Registrar; or had any of its shares pledged.

Applications for simplified dissolution must be made on the prescribed form and accompanied by the relevant statutory filings. These include Form B1, together with a declaration signed by all directors confirming, among other matters, that the company is not a regulated entity, that creditor liabilities have been settled or lawfully written off (subject to stated exceptions), that there are no pending court proceedings, that the company's assets do not exceed €5,000, and that there are no outstanding amounts due to the Government. In addition, a director's confirmation is required, addressing shareholder approval, closure of bank accounts, any necessary VAT de-registration, and confirmation that no persons other than officers are employed. Directors must also specify who will retain the company's beneficial ownership information and financial records, or identify the person designated for this purpose.

If the Registrar is satisfied that the application meets the statutory requirements, a notice is published in the Government Gazette or on the Registrar's website, as well as in a daily newspaper. The notice states that the company's name will be struck off the register at the end of three months from the date of publication.

Importantly, during the strike-off period, directors and officers retain their powers and liabilities, distinguishing the procedure from a full winding-up process in where said powers are transferred to a liquidator. The legislation also contemplates a specific offence for directors making false declarations in connection with the application, subject to the penalties set out in the Act.

Expanded Publication and Creditor Protection Requirements

Section 47(b) of the Amendment Act expands the scope of the proviso to Article 401(1)(e) of the Companies Act so that it now expressly covers not only reductions or dissolutions under Article 21, but also the appointment of a person as a partner and the assignment of a partner's interest under Article 19.

This amendment is significant because publication under Article 401(1)(e) is linked to creditor-protection mechanisms, including the right of interested parties to object by sworn application within the prescribed timeframe in the circumstances contemplated by the Act.

Amendments to Statutory Forms

The Companies Act (Forms) (Amendment No. 2) Regulations, 2025 give practical effect to the amendments introduced by Act XVIII of 2025, by updating the statutory forms used in filings with the Malta Business Registry. The changes streamline partnership notifications, align forms with the new simplified dissolution procedure, and introduce additional declarations and confirmations required from directors. The amendments also ensure that changes to a company's registered details, including its electronic mail address, are properly reflected in the prescribed forms, thereby aligning procedural requirements with the updated substantive law.

The Malta Business Registry has indicated that applications and filings relating to the simplified dissolution procedure are to be submitted exclusively through its online system (BAROS).

Footnote

1 The provisos grant creditors whose claims pre-date the published notice of a partner's cessation, appointment, or assignment of interest the right to challenge that change before the court within three months of publication. If good cause is shown, the court may either order the re-transfer of the partnership interest to the original partner (other than a deceased partner) or allow the change to proceed subject to the provision of adequate security by the partnership.

Where the court orders a re-transfer, the provisos further clarify that all obligations entered into on behalf of the partnership remain fully binding, and any partner with unlimited liability remains personally liable for partnership obligations, notwithstanding the court-ordered reversal of the change in partners.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.