Informative Note – Publication of Legislation

Amendments to the Companies Act

The Malta Business Registry (MBR) hereby informs the public that the Companies (Amendment) Act, 2025 has been enacted by Parliament (Act no. XVIII of 2025) and published in the Gazette on 11th July 2025. Provisions of this amending Act shall enter into force on such date that is to be determined in a separate Legal Notice.

The scope and reasons of this amending Act are principally to clarify certain company classifications and status, streamline requirements to reflect the needs of the financial industry, improving communication requirements between the Registrar and commercial partnerships through the proper up-keeping of an electronic mail address, and to grant the legislative power to the Minister to provide for regulations in relation to the registered office of commercial partnerships and for the formation, registration, and governance of limited liability companies consistent with this Act that are intended to operate in specific economic sectors.

Companies and their officers, as well as stakeholders in general are therefore encouraged to familiarise themselves with the amendments, particularly those procedures that seek to enhance and alleviate certain administrative procedures. Such instances include a director’s declaration instead of an expert’s report in cases whereby a consideration other than cash does not exceed the monetary value of 50,000 euro; a clarification regarding the voting rights of usufructuaries of shares; a new simplified dissolution procedures applicable to certain companies satisfying certain criteria as provided by the law; as well as a new procedure concerning certain companies which would have had their name struck off the register, were re-instated by the court for a definite time period and which for some reason would require to have such period within which to remain so re-instated on the register extended. The latter would be possible by filing a joint application together with the Registrar accompanied by documentary evidence backing the request to the court.  

In order to better understand each amending provision, one may always refer to the User Guidelines which seek to guide companies, their officers and all stakeholders involved throughout the process.            

Dr Geraldine Spiteri Lucas

Registrar & CEO