Simplified dissolution of companies under the Companies (Amendment) Act, 2025

Companies Act amendments and new statutory forms now in force

The Malta Business Registry (MBR) has announced the entry into force of a number of significant legislative amendments to the Companies Act, together with corresponding updates to statutory forms and filing procedures. These changes have a direct impact on company compliance obligations, filings with the Malta Business Registry, and the availability of a simplified dissolution of companies in Malta.

By virtue of Legal Notices 286 and 287 of 2025, selected provisions of the Companies (Amendment) Act, 2025 and the related updated statutory forms came into force on 16 December 2025. These measures introduced, inter alia, a new statutory framework for a simplified company dissolution procedure for qualifying Maltese companies, as well as updated statutory forms intended to align Companies Act filing requirements with the amended legislation.

Overview of the simplified dissolution procedure

The simplified dissolution procedure, introduced as Article 214A of the Companies Act (Chapter 386 of the Laws of Malta), provides a streamlined and cost‑effective exit route for private limited liability companies that are dormant or inactive and meet specific statutory conditions.

Unlike the traditional liquidation routes available under Article 214 of the Companies Act, whether voluntary or compulsory liquidation, the simplified dissolution process does not require the mandatory appointment of a liquidator, provided that all eligibility criteria under Maltese law are fully satisfied.

Position under Maltese company law before Article 214A

Before the introduction of Article 214A, the dissolution and winding‑up of a Maltese company generally required either a voluntary liquidation initiated by the shareholders or an involuntary liquidation ordered by the Court.

In both scenarios, a liquidator had to be appointed, who would assume control of the company from the directors and oversee the settlement of liabilities and distribution of assets.

Although the Registrar retains the power to strike off companies that are deemed defunct, this administrative strike‑off mechanism remains discretionary and does not extinguish the company’s liabilities towards its creditors, rendering it unsuitable in many cases where a clean exit is required.

Eligibility criteria for simplified dissolution

The simplified dissolution procedure is available exclusively to inactive private limited liability companies registered in Malta. All statutory conditions must be satisfied cumulatively. In particular, the company must not, during the six months preceding the application, have:

• changed its registered name;
• carried out any business or trading activity;
• employed any individuals;
• had outstanding filings, penalties, documents or fees due to the Malta Business Registry;
• had any shares pledged;
• entered into any deeds or contracts, other than agreements with service providers;
• held assets exceeding €5,000;
• had outstanding liabilities, unless fully settled or formally written off;
• been involved in pending judicial proceedings;
• owed any amounts to government departments or authorities; or
• operated as a regulated or licensed entity.

Initiation of the procedure

The procedure is initiated through an extraordinary resolution of the shareholders expressly approving the use of the simplified dissolution procedure under Article 214A.

Unlike an ordinary liquidation, shareholders may only indicate a prospective intended dissolution date, as the legal dissolution of the company takes effect solely upon completion of the statutory process and formal strike‑off by the Registrar.

The directors are also required to confirm that all company bank accounts have been closed, the company has no employees other than its officers (if any), and that an application for VAT deregistration has been submitted, where applicable.

Statutory forms and Companies Act filing requirements

To reflect the Companies Act amendments, the Malta Business Registry has revised existing statutory forms and introduced new forms relevant to simplified dissolution, including:

• amended Forms A and A1 relating to appointments and cessations within partnerships;
• revised Form B1 to accommodate the simplified dissolution framework;
• new Form B(3), being the formal application for simplified dissolution and containing detailed eligibility declarations;
• new Form B(4), being a director’s declaration confirming shareholder approval, closure of bank accounts, VAT deregistration (where applicable), and the absence of employees; and
• amended Form Q, reflecting updated notification requirements for changes to the registered office address or official company email address.

A statement of affairs is not required for a simplified dissolution under Article 214A. However, the Registrar retains the power to request additional information or documentation where considered necessary.

Mandatory online filing through BAROS

All statutory forms relating to the simplified dissolution procedure must be submitted exclusively through the Business Automation Registry Online System (BAROS). Paper‑based filings are no longer accepted for simplified dissolution applications submitted to the Malta Business Registry.

Role and responsibilities of directors

In the absence of an appointed liquidator, responsibility for accuracy, compliance and proper disclosure rests squarely with the company’s directors. Directors remain obliged to:

• make all statutory declarations honestly, accurately and in good faith;
• retain the company’s accounting records in accordance with Maltese law;
• continue to discharge their fiduciary duties until the company is formally struck off; and
• ensure that beneficial ownership information remains accurate and up to date throughout the dissolution process.

Role of the Registrar and public notice period

Upon submission of the application, the Registrar will review the documentation and publish a public notice of the intended dissolution. A statutory three‑month objection period follows, during which creditors or other interested parties may lodge objections.

If no objections are raised within this period, the Registrar will proceed to strike the company off the Register, thereby completing the simplified dissolution process under Maltese law.

Safeguards and risk considerations

To mitigate risks arising from the absence of an independent liquidator, the amended Companies Act introduces several safeguards, including the right of interested parties to apply for restoration of the company following strike‑off.

In addition, civil and criminal penalties, including administrative fines and imprisonment, may be imposed on directors who make false, misleading or incomplete declarations during the simplified dissolution process. These measures aim to strengthen director accountability while balancing procedural efficiency with creditor protection and sound corporate governance.

Concluding remarks

These legislative and procedural changes form part of the Malta Business Registry’s broader strategy focused on digitalisation, procedural clarity and enhanced corporate governance standards. Companies and their officers should carefully assess eligibility before opting for a simplified dissolution in Malta and seek professional advice to ensure full compliance with the Companies Act and MBR requirements.

Disclaimer

This article is intended for general informational purposes only and does not constitute legal, tax, financial or professional advice. Readers are encouraged to seek specific advice before taking any action based on the information provided.