A number of recent amendments to the Companies Act introduced by the Companies Act (Amendment) Act, 2025 came into force on 16 December 2025. The changes introduce a faster route for dissolving dormant companies, introduce clearer rules on company email addresses, and update key rules affecting partnerships.
The Simplified Dissolution Procedure
One of the most significant changes is the introduction of a simplified voluntary dissolution procedure under Article 214A, aimed at low-risk, dormant companies.
To be eligible for this procedure companies must, in the six months preceding the application, have
- remained dormant and unchanged (no trading, no change of name);
- employed no staff other than company officers;
- had any pending filings or penalties with the Registrar;
- had no shares pledged.
Directors are required to submit a prescribed application, together the statutory form and a declaration confirming, among other things, that the company:
- is not a regulated entity;
- has settled all liabilities to creditors (subject to limited exceptions);
- has no pending court proceedings, whether in Malta or abroad;
- holds assets not exceeding €5,000;
- has not entered into any deeds or contracts in the previous 6 months?(other than with service providers);
- has no outstanding amounts due to any government authority; and
- confirming that the Company handled its final closures, records retention, and ongoing responsibilities.
Once accepted, the Malta Business Registry will publish a notice in the Government Gazette and a local newspaper. The company will be struck off after three months.
Directors, officers and members remain liable after strike-off, and directors remain personally responsible for the accuracy of any declarations made.
Company Email Address Obligations
The amendments also introduce clearer obligations relating to company’s registered email addresses.
Directors and company secretaries are now expressly required to regularly monitor the company’s registered electronic mail address, ensuring that any communications issued by the Registrar are promptly brought to the attention of company officers.
In addition, any change to a company’s registered email address in Malta must be notified to the MBR within 14 days using the prescribed statutory form.
Changes Affecting Partnerships
The amendments further introduce a number of changes affecting partnerships, including updates relating to:
- partner contributions;
- partner appointments and cessations;
- publication requirements; and
- creditor protections mechanisms.
For further information or tailored advice on the recent Companies Act amendments, please contact the legal team at David Zahra & Associates Advocates.
