On the 16th of December 2025, Legal Notice 286 of 2025 was published, giving effect to Article 32 of the Companies (Amendment) Act (Act XVIII of 2025). This introduced a new provision into the Companies Act (Chapter 386 of the Laws of Malta), namely Article 214A, which establishes a simplified voluntary dissolution procedure for eligible companies.
By virtue of this enactment, certain companies may now avail themselves of an expedited mechanism for dissolution and subsequent striking off from the Register of Companies, provided that they have been registered for a minimum period of six months. This provision, however, expressly excludes public limited companies and entities regulated under any applicable Maltese law.
Eligibility and Restrictions
The simplified procedure is subject to strict eligibility criteria. It may not be utilised where, at any time during the six months preceding the date of the application, the company has:
i. changed its name;
ii. carried on trade or conducted business activities;
iii. employed persons other than the company’s officers;
iv. failed to submit required statutory documents or has outstanding penalties with the Registrar; or
v. pledged any of its shares.
The Application
An application for dissolution must be submitted to the Registrar of Companies, signed by the company’s directors, and accompanied by the prescribed Form B1.
Furthermore, the directors must formally confirm that the following conditions are satisfied:
1. the company is not a regulated entity;
2. all liabilities to creditors have been fully discharged, other than fees due to company officers or current corporate service providers, and loans payable to shareholders;
3. there are no pending court or judicial proceedings involving the company;
4. the company holds assets not exceeding €5,000 in value;
5. the company has not entered into any contracts during the preceding six months, except with company service providers; and
6. no sums are due to governmental authorities or bodies.
Additionally, the Directors must also confirm that the shareholders have approved, by resolution, the adoption of the simplified voluntary dissolution procedure, all bank accounts have been closed, an online application for de-registration of the Company for VAT purposes has been filed, and that the company has no other employees other than the Company officers.
Legal Effects and Safeguards
Until the company is formally struck off the Register, the directors and company secretary retain their powers and duties. Any outstanding liabilities of the company continue to subsist notwithstanding the dissolution process. Directors making false or misleading declarations may incur criminal liability.
Upon receipt of the application, and provided the Registrar is satisfied that all statutory requirements have been met, a notice will be published in the Government Gazette or on the Registrar’s website, as well as in a daily newspaper, stating that the company’s name will be struck off the Register after three months from the date of publication. Interested parties may, within the applicable period, apply to the court for the restoration of the company’s name.
Key Distinction
A principal distinction between this simplified mechanism and conventional liquidation proceedings is the absence of a requirement to appoint a liquidator. The process therefore reduces costs and administrative burdens, while responsibility remains vested in the company’s officers until the company is formally struck off.
