Published on 11 July 2025, the Companies (Amendment) Act, 2025 (Act No. XVIII of 2025), which is not yet in force, introduces several important and beneficial changes to Maltese company law.
One of the most significant amendments is the introduction of a simplified dissolution procedure for private limited liability companies, as set out in Article 214A. Under this provision, a company that has been validly registered for at least six months may apply to the Registrar for its dissolution and, subsequently, for its name to be struck off the register.
Eligibility for this procedure is conditional on meeting specific criteria. A company cannot apply if, during the six months prior to the application, it has changed its name, conducted any business, employed individuals other than its officers, had any outstanding filings or penalties due to the Registrar, or if any of its shares have been pledged.
To proceed, the company must submit the required applications forms to the Registrar, along with a directors’ declaration confirming that: it is not a regulated entity; has discharged in full any liabilities towards its creditors and/or such liabilities have been written off by its creditors; has no pending legal proceedings; holds assets of €5,000 or less; has not entered into any contracts in the past six months other than with service providers.
In addition, the company must confirm that: all dues due to any government authority or body have been settled, only company officers remain employed, all of its bank accounts are closed, VAT de-registration (if applicable) has been filed, and a shareholders’ resolution approving the dissolution has been adopted.
Directors are also required to confirm that they will retain the company’s beneficial ownership and financial records as required by law or designate another person to do so. They, along with the company secretary, continue to hold office and responsibilities until the company is officially struck off.
Once all requirements are met, the Registrar will publish a notice stating that the company will be struck off the register after a three-month period. In essence, this means the company would be struck off without going through the usual liquidation process, and without having to meet certain requirements, such as appointing a liquidator.
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