Recent Amendments in Company Law
July 2025 brought key changes to Maltese company law. Act No. XVIII of 2025 updates the Companies Act to boost governance and transparency, while Legal Notice 127 of 2025 aligns beneficial ownership rules with EU anti-money laundering standards. These reforms affect company setup, shares, partnerships, and reporting obligations.
July saw the introduction of several amendments to Maltese company law. By virtue of Act No. XVIII of 2025, which is intended to come into force at a later date, the Companies Act has undergone several amendments with a purpose to enhance corporate governance and increase transparency, making the Companies Act more adaptive to today’s modern corporate environment.
Moreover, Legal Notice 127 of 2025, titled the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2025, came into force on the 10th of July 2025. This Legal Notice amends Subsidiary Legislation 386.19 and transposes Article 74 of Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 2024 on the mechanisms to be put in place by Member States for the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
i) Simplified Dissolution Procedure
The introduction of Article 214A into Chapter 386 creates the possibility for non-regulated companies, that is companies which are neither regulated by any other applicable law nor public limited companies, and which have been in existence for 6 months, to apply for dissolution and eventually striking off from the registry.
There are several conditions which must be satisfied for a company to utilise the simplified dissolution procedure, specifically it must be inactive and debt-free for at least six months prior such procedure. Specifically, article 214A requires that at any time in the six months preceding the date of the application for dissolution, the company would not have (i) carried out any changes to its name, (ii) traded or carried on business, (iii) employed employees other than any person who is an officer of the company, (iv) had outstanding documents or owed penalties to the Registrar of Companies, which remain outstanding as at the date of the application, (v) had any of its shares pledged.
An application must be filed, signed by the company directors, confirming that the company is not a regulated entity, that it has discharged in full any liabilities towards its creditors or that any liabilities have been written off. Moreover, it must be declared that there are no pending court cases and that it does not hold assets of more than EUR5000, nor that it has contracted any obligations in the previous 6 months, other than with service providers, and has no outstanding ammount owed to government. Other requirements include the closing down of all accounts, and that the directors, acting in their personal capacity as the last appointed officers of the company, must confirm to the Registrar that they will retain the company’s beneficial ownership information and financial records for a period of time. In the case that a director makes a false declaration in this process, he shall be liable to a fine of up to €46,587, imprisonment of up to three years, or both.
Once the Registrar is satisfied that all legal requirements have been met, a notice will be published in the Government Gazette (or on the Registrar’s official website) and in a Maltese newspaper. The company’s name will be struck off the register three months after the publication date, unless an objection is raised. After strike-off, any interested party may apply to the court to restore the company’s name to the register.
ii) Share related Amendments
- Expert Report for acquisition of shares above €50,000:
In cases where the consideration for the acquisition of shares does not exceed €50,000, Article 73(4) now provides that a director’s declaration suffices. Prior to this amendment, an independent expert report, which is approved by the Registrar, was required. This requirement has been omitted via this amendment, provided that the €50,000 threshold is not exceeded.
- Creation of Usufructuary Rights:
With the addition of usufructuary rights under Art 117A of Chapter 386, this introduction allows for usufructuaries to attend general meetings and receive dividends but shall not be entitled to vote at any meeting of the company unless the right to vote is specifically mentioned in a public deed or Memorandum and Articles of Association.
- Pledging of Shares:
With the existing possibility of securities being pledged by their holder in favour of any person as security for any obligation, Article 122(2) of Chapter 386 has now been altered to include that a document containing the particulars of the contract, together with a notice of the pledge, is to be delivered by the pledgor or the pledgee to the Registrar, for registration within fourteen days of the granting of the pledge. Although the company’s obligations remain unchanged, the inclusion of this supporting document will essentially increase transparency in order to allow for legal certainty in such procedure.
iii) Financial Transparency
Several amendments aim at increasing financial transparency, imposing sanctions on company officers who give false information to the company’s auditors. Moreover, article 171 has been amended to include that where the application of the provisions of the Companies Act would not be sufficient to give a true and fair view of the assets, liabilities, financial position and profit or loss of the undertakings included therein taken as a whole, such additional information as is necessary to comply with such requirement is required to be included in the notes to the consolidated financial statements.
Fines and penalties have also been generally increased across the Act.
iv) Changes pertaining to Partnerships
Article 19 of the Companies Act has seen several additions. The necessity of amending the partnership deed, when an alteration or addition consists in an increase in the contributions by a partner or a contribution by a new partner, has been removed and such alteration or addition shall take effect immediately upon the receipt by the partnership of the contribution.
Moreover, the partner or partners having the administration or the representation of the partnership shall, within three (3) months from the end of the calendar year in which any such increase or new contributions are effected, deliver to the Registrar for registration a resolution of the partners confirming that the contributions have been received by the partnership during the preceding calendar year,
If an increase in contributions has occurred in the same calendar year as when any interests in the partnership are to be assigned, the partner or partners having the administration or representation of the partnership shall, prior to any assignment of such interests in the partnership, deliver to the Registrar for registration a resolution of the partners confirming the increase in contributions made during that calendar year.
Subarticle 3 has also been replaced, and when a partner ceases to be a partner, whether upon an assignment of his interest, their demise or otherwise, or where a person whose name does not appear in the deed of partnership or in any alteration or addition thereto becomes a partner of an already existing partnership, the partner or partners having the administration or the representation of the partnership shall, within one month from the date when a partner ceases to be a partner or when a person is appointed as a partner, as applicable, deliver to the Registrar for registration a notice of the cessation or a notice of appointment of a new partner, as the case may be, stating the names, addresses and identification details oft he person ceasing to be a partner or the person being appointed a partner.
In cases where any inter vivos assignment of interest in whole or in part of any partner takes place, the prior consent in writing of all the other partners is required, unless otherwise provided in the deed of partnership, No such consent shall be required for any assignment causa mortis of a partner’s interests.
Creditors may also object to certain transfers if there is evidence that such debt existed prior to such transfer. In this case a sworn application would need to be filed within three months of the notice, referred to in article 401(1)(e).
Some other changes were carried out to article 21 of the Companies Act, specifically that any changes pertaining to the reduction in the contribution of a partner, other than a contribution consisting in personal services, any dissolution of the partnership on the grounds mentioned in article 35(b) or (f) and any reduction of the term of duration, if any, shall not come into effect until 3 months from the date of publication of the statement in accordance with article 401(1)(e) relating to the instrument effecting such reduction or dissolution.
v) Other Amendments
- Replacement of the term ‘Exempt Company’:
Reference to the term ‘exempt company’ under Article 211 of Chapter 386 has been omitted from the Companies Act. In fact the margin reference also replaced ‘Exempt Company’ with ‘Inapplicabiliity of certain provisions to private companies’. Nevertheless, the substance of Article 211 remains unchanged.
- Requirement to Monitor Valid Email Address of Company:
A recent amendment to the Companies Act, introduced under Article 69(4), imposes a duty on the directors and the company secretary to ensure that the company’s registered email address is regularly monitored. This obligation ensures that any electronic communication sent by the Registrar to the said address is duly brought to the attention of an officer of the company.
vi) Legal Notice 127 of 2025
The scope of this regulation is to transpose and implement Article 74 of Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 2024 on the mechanisms to be put in place by Member States for the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
These amendments shall also apply to companies continued in Malta in terms of the Continuation of Companies Regulations and to companies registered in Malta following a cross-border conversion, merger and division in terms of the Cross-border Divisions of Limited Liability Companies Regulations, the Cross-border Conversions of Limited Liability Companies Regulations and the Cross-border Mergers of Limited Liability Companies Regulations.
Regulation 4 of the Legal Notice clearly provides that documents to be delivered to the Registrar under any of the provisions of these regulations shall not be registered and the information on the beneficial owners of every company provided to the Registrar in accordance with these regulations shall be entered and held by the Registrar, in a register of beneficial owners kept by the Registrar for this purpose, which register shall be in electronic format (although hard copies of information may be granted if request is legitimate).
The Regulations also outline that a natural or legal person with a legitimate interest in combatting terrorism and the financing of terrorism may be granted access to certain information on the beneficial ownership. Such information relates to the name, the month and year of birth, the country of residence and nationality or nationalities of the beneficial owner, and the nature and extent of the beneficial interest held.
In order to access this information, the person demonstrating legitimate interest must file a written request to the Registrar, outlining the identification details identifying the person requesting information from the register of beneficial owners, a declaration of the legal basis of their request to confirm that the purpose of the enquiry relates to matters which shall contribute to fighting terrorism or money laundering, and any other document deemed necessary. This request is done against a payment of an administrative fee. In the case where the decision has been refused, the Registar shall notify the applicant within a reasonable time-frame.
Any applicant that feels aggrieved by the decision of the Registrar shall have the right to file a sworn application for the judicial review of such decision, within twenty (20) working days from receipt thereof. Upon notification to the Registrar of such application, twenty (20) working days will then be granted to Registrar to respond to such application. The same applicant is also granted the liberty of filing an appeal within twenty (20) working days from the date on which the decision of the Court is given to the Court of Appeal in its inferior jurisdiction. An appeal may be made on any point of law, or of the fact by means of a sworn application.
However, the Legal Notice under Regulation 7 now includes a proviso, whereby a general partner of a partnership en commandite or limited partnership shall be treated as a beneficial owner in accordance with the Prevention of Money Laundering and Financial Terrorism Regulations and therefore bound by applicable regulations.
Staying compliant with these changes can be complex. At AE, we guide clients through company law reforms, helping you set up, manage, or restructure your business in Malta with confidence and clarity.
How Can AE Help
Navigating the legal and administrative changes in company law can be complex and requires constant support. At AE, we support clients in understanding how these reforms apply to their specific operations and in safeguarding their rights, even in a litigious context.
