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Newsletter 2026 2025 2024 2023 2022 2021 2020 Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Formations of Foundations & Associations - Forms Declaration – Non Resident Declaration by non-resident of a private foundation Consent Form Associations Administrators’ Consent Form (Associations) in terms of Article 29(6) of the Second Schedule to the Civil Code, Chapter 16 of the Laws of Malta. Consent Form Foundations Administrators’ Consent Form (Foundations) in terms of Article 29(6) of the Second Schedule to the Civil Code, Chapter 16 of the Laws of Malta. Form 1 – Associations Submission of initial Beneficial Owner Information for Associations Form 1 – Foundations Submission of initial Beneficial Owner Information for Foundations Form 2 – Associations Submission of changes in Beneficial Owner information for Associations Form 2 – Foundations Submission of changes in Beneficial Owner information for Foundations Note of Registration Private Foundation Form A Application for registration of an organisation established under the laws of Malta Pursuant to articles 31(8) / 51(3) Form B Notice of registration of a Foreign or International Organisation and appointment of local representative Form C Notice of changes of the local representative of a Foreign or International Organisation Form D Notice of changes of the officer(s) of a Foreign or International Organisation or of its registered address in Malta Form E Notice of change in registered address of an organisation Form F Notification of changes of Administrator of an Organisation Form G Notification of unwillingness or inability to act as Administrator of a Foundation when appointed in a will Form H Notification of appointment of a local representative for organisations which do not have any administrator ordinarily resident in Malta Form I Notification of changes of local representative for organisations which do not have any administrator ordinarily resident in Malta Form J Notification of changes in the legal representation of an Organisation Form K Notice of change from an organisation registered as a Foundation to an Association* Form L Notice to terminate registration of a Foundation converted into a trust Form M Notice of resolution and voluntary winding up of an Organisatio Form N Notice of Scheme of Distribution of assets of an Organisation Form O Notice of winding up by order of the Court Form P Notification of cessation of operations of an organisation due to insolvency or other serious difficulties Form Q Notice of appointment of liquidator of an organisation Form R Notice of appointment by the Court of liquidator of an organisation Form S Notice of completion of winding up of an organisation Form T Notification of establishment of a segregated cell of an organisation Form U Notification of change of name of a segregated cell of an organisation Form V Notice of resolution and voluntary winding up of a cell in a registered organisation Form W Notice of Scheme of Distribution of assets of cell in a organisation Form X Notice of winding up by order of the Court of a cell in an organisation Form Y Notice of appointment of liquidator of cell in an organisation Form Z Notice of appointment by the Court of liquidator of a cell in an organisation Form AA Notice of completion of winding up of cell in an organisation Form BB Notice of amalgamation of two or more organisations into one Form CC Notice of division of an organisation into two or more organisations Form DD Notice of assets added to an organisation by additional endowments Form EE Notice to register a scheme for endowments to a purpose organisation Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Copyright Reproduction of information obtained from this site is allowed provided reproduction is complete, accurate, not malicious, and is accompanied by a proper reference to the source and an acknowledgement to the Malta Business Registry. Notwithstanding such consent, the Malta Business Registry does not accept any responsibility or liability in respect of any reproduction of the contents of information obtained from this site. Reproduction or use for commercial or marketing purposes is prohibited. Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Disclaimer General Information The Malta Business Registry (MBR) has made every effort to ensure that information on this site is reliable and accurate at the time of publishing. However, neither the MBR nor any of its employees make any express or implied representations or warranties regarding the material and facilities contained or referred to in this site, nor do we accept any liability for any loss or damage whatsoever which may arise in any way out of the use of any of the material or facilities; for errors in or omissions from the material or facilities; or for the accuracy of any information obtained through use of this site. The MBR shall have no liability for any loss or damage arising out of negligence or otherwise howsoever as a result of use of or reliance on the information on this site. Continuity of Service The Malta Business Registry makes no warranty or representation, express or implied, as to continuity of service and reserves the right to suspend, terminate or otherwise alter access to some or all of the site’s services at any time and without notice. Backlinks Hotlinking or linking directly to our content and/or images is bad but you are welcome to create a hyperlink to this site from another website. However, this link must not be presented on your site in any context that implies that this website has an association with your site, or endorses your site or product. The MBR logos may not be used on your site without the permission of the Malta Business Registry. Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Change in Company Details Company Changes Alterations to the Memorandum and Articles of Association Memorandum of Association: Key Details Indicates whether the company is public or private. Lists the names, identification, and nationality of the subscribers, along with the company's name, registered office, and e-mail address. Specifies the company's objectives, share capital, and the rights attached to different share classes. Details of the directors and company secretary, and any fixed company duration. For public companies, additional details such as formation costs and advantages granted during formation are required. If the company’s articles are not registered, the model articles in the Companies Act apply. Changes to the memorandum require an extraordinary resolution and must be submitted to the Registrar for registration. Change in Company Name Requires a shareholders’ resolution and an updated Memorandum and Articles of Association. Before changing the name, it's recommended to reserve the new name for up to three months. A EUR 50 fee applies for submitting name change documents. Changing Company Status A private company can change to a public company or vice versa, subject to specific shareholder resolutions, updated documents, and registration fees (EUR 150). If changing to a public company, financial statements and a report from auditors are required. In case of a change from public to private, dissenting members may request share redemption. Change of Currency Share capital and reserves can be converted to a different presentation currency, but care must be taken to ensure compliance with the minimum required capital under Maltese law. Detailed conversion methods must be provided in the company’s first annual accounts. Most Common Changes in Company Structure Increase in Share Capital To increase authorized or issued share capital, submit a shareholders’ resolution and updated Memorandum and Articles. For non-cash allotments, an expert’s report is required detailing the assets and valuation methods used. Documents must be submitted to the Registrar with due diligence, and failure to file on time may incur penalties. Changes in Directors, Company Secretary, or Representation Changes in directors or company secretary require the completion of Form K. Public companies must have at least two directors, while private companies need at least one. A company secretary is mandatory, who can be an individual or a company service provider. Change in Registered Office of a Company To update the registered office of a company, a return (Form Q) must be filed with the Registrar of Companies. The registered office must be in Malta, and the return should be signed by a director or the company secretary. A consent letter from the owner of the new registered address is also required. Failure to submit the return on time will result in penalties for company officers, with additional penalties for each day the default continues. Transfer or Transmission of Shares When shares are transferred or transmitted due to death (causa mortis), the company must submit a notice to the Registrar of Companies within 14 days for transfers and 1 month for transmissions, detailing the transferees' or entitled persons' names, identification numbers, and addresses. For public companies with shares listed on regulated markets, the submission deadline is extended to 90 days. The Registrar will require evidence that the transfer has been notified to the Commissioner of Inland Revenue (MTCA), and Form T must be accompanied by due diligence documents and, if applicable, a form BO2. Late submissions will incur penalties for company officers, with additional penalties for each day the default continues. For more detailed information you may use this link . Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Annual Filings Annual Returns and Annual BO confirmations All companies must prepare an Annual Return and Annual Beneficial Owners confirmation form (if applicable) in the prescribed format to be made up, upon each anniversary date of its registration. These must be filed with the Registrar of Companies within 42 days after the date to which the forms are made up. These can be currently filed online or in paper format at our offices. Both Forms need to be signed by a director or company secretary. A payment between EUR100 and EUR1,400 depending on the authorised capital is to be submitted along with the Annual Return. No payment is applicable with the Annual BO confirmation form. Together with Annual Return, a registration fee must be paid according to the authorised share capital. These are the relevant fees: Paper Format Electronic Format (i) does not exceed €1,500 €100 €85 (ii) exceeds €1,500 but does not exceed €5,000 €140 €120 (iii) exceeds €5,000 but does not exceed €10,000 €160 €135 (iv) exceeds €10,000 but does not exceed €50,000 €350 €300 (v) exceeds €50,000 but does not exceed €100,000 €400 €340 (vi) exceeds €100,000 but does not exceed €250,000 €600 €510 (vii) exceeds €250,000 but does not exceed €500,000 €800 €680 (viii) exceeds €500,000 but does not exceed €1,000,000 €900 €765 (ix) exceeds €1,000,000 but does not exceed €2,500,000 €1,200 €1,020 (x) exceeds €2,500,000 €1,400 €1,200 These fees are as per LEGAL NOTICE 354 of 2008, as amended by Legal Notice 381 of 2015, SUBSIDIARY LEGISLATION 386.03 COMPANIES ACT (FEES) REGULATIONS. In case, the Annual Return and Annual BO confirmation form is not submitted within 42 days from the made up date, then the company would start incurring penalties. Annual Accounts Companies are also required to file a copy of the annual accounts. These must generally be accompanied by a copy of the auditors’ report thereon, and the directors’ report unless a declaration Form is submitted. The annual accounts must be approved within 10 months from the end of the financial year and filed within 42 days following the 10-month period. Annual Accounts are to be filed online through the Online portal. Physical submissions are no longer accepted . The format of the accounts to be submitted depends on the size of the company. Small companies may take advantage of the exemptions allowed under the Companies Act. A small company, according to the Companies Act, is a company which on its balance sheet dates does not exceed the limits of two of the three following criteria: · Balance sheet total: EUR 4,000,000; · Turnover: EUR 8,000,000 · Average number of employees during the accounting period: 50. Private companies which on their balance sheet date do not exceed the limits of two of the three following criteria: · Balance sheet total: EUR 46,600 · Turnover: EUR 93,000 · Average number of employees during the accounting period: 2; · shall be exempted from the requirements concerning, the auditor’s report. In case of accounts, with the first of financial statements there must also be filed the Form DD2 . Other Forms which are to be filed are ones such as the Form DD1 with every consequent set of accounts filed. If the company qualifies as a small company the first accounts must be accompanied with the Form DD4 whereas subsequent set of accounts for small companies must be accompanied with a Form DD3 . Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Insolvency Proceedings What are the main insolvency procedures for voluntary and compulsory liquidations? Compromise or Arrangement between a company and its creditors; Creditors’ Voluntary Winding Up; Dissolution and Winding Up by the Court. A company may be dissolved voluntarily, but it may also be dissolved by order of the Court. (‘Dissolution’ under Maltese law refers to the decision to start the liquidation process, which is consequently followed by winding up). A voluntary winding up occurs when the shareholders of the company resolve to dissolve a company which, in the opinion of the directors, is solvent. This would be referred to as a members’ voluntary winding up. However, the shareholders of a company may also decide to dissolve the company in instances where the directors of the company do not certify that the company is solvent. In this case the winding up is conducted under the control of a liquidator appointed by the creditors of the company. Voluntary dissolution in view of the insolvency of the company therefore can only take the form of a creditors’ voluntary winding up following the decision of the company to be dissolved. Dissolution and consequential winding up may also take place by order and under the control of the court. A company may be dissolved and wound up by the court for a number of reasons, with the most common being if the company is unable to pay its debts and is therefore insolvent. All forms of liquidation have the same aim, that of concluding the operations of the company, liquidating its assets and settling its liabilities when possible and a liquidator is appointed in all instances. However, there are procedural differences depending on whether the winding up was initiated voluntarily or imposed compulsorily. The decisive criteria for adopting one form of dissolution and winding up rather than any other form relates to the solvency of the company. In the case of a voluntary winding up, the liquidator will have enough company assets to pay off all the debts of the company, and any excess would be distributed amongst the shareholders, pro rata to their shareholding. On the other hand, in the case of a creditors’ winding up or a dissolution and winding up by the court for insolvency reasons, the assets of the company would not suffice to satisfy all the debts of the company. The assets would be distributed according to the security and ranking enjoyed by each creditor in terms of various laws within the Maltese legal system. Dissolution and Winding Up Members’ Voluntary Winding Up A members’ voluntary winding up takes place after an extraordinary resolution is passed by the members to put the company in dissolution. The dissolution, that is the decision of the company to start the liquidation process and it triggers the winding up of the company. In a members’ voluntary winding up, the liquidation takes place under the control of a liquidator appointed by the shareholders, and only in cases where the company is solvent. For insolvent liquidations, there are specific procedural rules which need to be followed, including rules on the appointment of the liquidator by the creditors. Declaration of Solvency In the case of a members’ voluntary winding up, a Declaration of Solvency (Form B2), which must be signed by the majority of the directors, must be filed at the Malta Business Registry. This Declaration of Solvency is a very important statement in which the majority of the directors declare that they have made a full inquiry into the affairs of the company, and that they have formed the opinion that the company will be able to pay off its liabilities in full within the period specified in the declaration, but not exceeding 12 months (Art 268 (1) of the Companies Act). This declaration should not be older than one month prior to the resolution taken to dissolve the company, and it must be filed at the Malta Business Registry together with the Notice of Dissolution (Form B1). The Declaration of Solvency should also contain a statement of the company’s assets and liabilities made up to a date not earlier than the date of the declaration by more than 3 months (Art 268 (2) of the Companies Act). Declaration of Solvency – No Reasonable Grounds for Opinion The law places safeguards aimed at ensuring that the declaration of solvency is made in good faith and given its due importance. In fact, if the winding up starts off as a solvent winding up through the appointment of a liquidator by the company, in view of the opinion by the directors that the company is solvent, and it later emerges that the liabilities of the company will not be settled within the period stated in the declaration of solvency, then it may be presumed, unless the contrary is proved, that the directors did not have reasonable grounds for opinion. In other words, it would be presumed that the declaration was wrongly made, and such an act would be a criminal offence punishable with up to 3 years imprisonment and a fine ( multa ) of up to €46,587.47 (Art 268 (4) of the Companies Act). Procedure in the case of a Solvent Winding Up The first effective step in a voluntary winding up is the appointment of a liquidator. A company may be dissolved by an extraordinary resolution, and that same resolution may appoint the liquidator (Art 270 of the Companies Act). The appointment of a liquidator by the company is only possible if the directors file a declaration of solvency. Otherwise, the liquidator may be appointed either through a meeting of the creditors in a creditors’ voluntary winding up (Art 279 (1) of the Companies Act), or by the court (Civil Court (Commercial Section)). Once the liquidator is appointed, he must notify his acceptance to the Registrar of Companies, at the Malta Business Registry (Form L1). The Liquidator Following a decision for the dissolution and winding up of a company, the powers of the directors are shifted upon the liquidator, who takes control over the entire company and its representation with a view to winding up its affairs. During the winding up process, the focus of the company shifts to settling the debts due. The liquidator would proceed to draw up an exhaustive list of the assets and liabilities. He has the authority to carry on the business of the company for its beneficial winding up in the best interests of the body of creditors, and in doing so to institute or defend any action or other legal proceedings in the name of the company. The main task of a liquidator would be to liquidate the assets of the company, pay the creditors, if necessary, having regard to the ranking in terms of applicable law, and distribute any proceeds to the shareholders according to their shareholding. Powers of a Liquidator In the case of a voluntary winding up, with the sanction of an extraordinary resolution, the liquidator will have the power to (Art 288 of the Companies Act): Pay Creditors according to their ranking at law; Make compromises with Creditors; and Make calls on contributories. When the liquidator, at any time during the Winding Up process becomes aware that the company will not be able to pay its debts within the period stated in the declaration of solvency by the Directors, he must summon a meeting of the creditors (Art 272 (1) of the Companies Act) and in this case the procedure becomes that of a creditors’ voluntary winding up. As soon as the affairs of the company are wound up, the liquidator will render an account of the winding up process and draw up a Scheme of Distribution. These accounts are audited and all documents (the accounts of the winding up, the scheme of distribution and the auditor’s report) will be laid before the general meeting of the company (Art 274 of the Companies Act). These are then sent to the Registrar of Companies and there will be a 3 month period from the date of the publication in the Government Gazette or on a website maintained by the Registrar (Art 401 (e) of the Companies Act) that the formalities for the company to be struck off have been satisfied, within which creditors may bring an action before the Civil Court (Commercial Section) to defer the striking off of the company. If no such action is brought, then the company will be struck off (Art 275 (1) of the Companies Act). If the winding up is not concluded within 12 months from the Dissolution date, the liquidator is to file a statement with the Registrar of Companies showing the progress and position of the winding up proceedings (Art 273 of the Companies Act). Subsequently the said statement is to be signed at intervals of 6 months. Winding Up Creditors’ Voluntary Winding Up A voluntary winding up in which a Declaration of Solvency has not been made is to be considered as an insolvency proceeding and is referred to as a creditors’ voluntary winding up (Art. 268(5) of the Companies Act). One should clarify that, although it is referred to as a ‘Creditors’ Voluntary Winding Up’, it is not the creditors who initiate the winding up process. A creditors’ voluntary winding up may be initiated by the shareholders through a resolution of the company (Art. 278 of the Companies Act), or by the liquidator in a members’ voluntary winding up if it turns out during the course of the liquidation that the company will not be able to pay its debts within the period stated in the declaration of solvency (Art. 272(1) of the Companies Act). In a creditors’ voluntary winding up, it is the creditors who nominate and appoint the liquidator. However, in those cases where the creditors fail to nominate a liquidator during the meeting of creditors, which would have been called for such a purpose, the person nominated by the company would serve as the liquidator (Art. 279(1) of the Companies Act). If a liquidator is not nominated by either the creditors or the company, an application for the appointment of a liquidator shall be filed in court by any director of the company within 14 days, and the appointment will be made by the Court (Art. 279(2) of the Companies Act). With the exception of the appointment of liquidator, the procedure in a creditors’ voluntary winding up is the same as that of a members’ voluntary winding up. In the case of a creditors’ voluntary winding up, the company would however be insolvent, and therefore there will not be enough assets to satisfy all the debts. This brings about another difference, that is the ranking of creditors. The main purpose of the liquidation process, irrelevant of the type of winding up procedure, is to settle the debts of the company. If there are insufficient assets to settle all the debts, as is the case with insolvent liquidation, then the debts are settled in accordance with the ranking in terms of any preference granted at law. As soon as the affairs of the company are wound up, the liquidator will render an account of the winding up process and draw up a scheme of distribution. These accounts must be audited, and all documents will be laid before the general meeting of the company and a meeting of the creditors (Art. 274 of the Companies Act). These documents are then sent to the Registrar of Companies and there will be a 3-month period within which creditors may bring an action before the Civil Court (Commercial Section) to defer the striking off of the company (Art. 275(1) of the Companies Act). If no such action is brought, then the company will be struck off. Court Winding Up An action for the dissolution and winding up of a company may be filed in court for various reasons, such as in the case of insolvency. A court winding up application may be filed by: The company itself, following a decision of the General Meeting or the Board of Directors; A shareholder; A creditor/s; The Registrar of Companies; The Official Receiver. A company MAY be dissolved and wound up by the Court: If an extraordinary resolution for dissolution and consequent winding up by the court is passed (Art 214(1)(a) of the Companies Act); If the business of the company is suspended for an uninterrupted period of twenty-four months (Art 214(2)(a)(i) of the Companies Act); If the company is unable to pay its debts (Art 214(2)(a)(ii) of the Companies Act). A company SHALL be dissolved by the Court and wound up either voluntarily or by the Court: If there are less than 2 members for more than 6 months (does not apply to single member companies); If there are less than 2 directors in public companies or 1 in private companies; If there are grounds of sufficient gravity; If the period fixed for the duration of the company expires. An application in terms of 1 above may be made by the company following a decision of the general meeting, or by its board of Directors, or by any debenture holder, creditor/s, or by any contributory/ies. An application in terms of 2 to 7 may be made by the abovementioned and also by any shareholder or director of the company. An application in terms of 6 and 7 may be made by the abovementioned and also by the Registrar if it is expedient and in the public interest. The court will consider the application, and in the process, it shall consider the views of all the interested parties. In the interim, before arriving at a decision whether to dissolve the company or otherwise, it may provide for the appointment of a provisional administrator who would take over the overall administration of the company’s business, oversee and preserve the assets of the company and prevent anyone from taking any unfair priority or advantage. The court also has the authority, before deciding whether to dissolve the company or otherwise, to stay any procedures against the company (Art 220 of the Companies Act). When the company is insolvent, the directors have an obligation towards the creditors. Any prejudice to their rights may lead to serious consequences, including personal liability, fines and in cases where there is deliberate fraud, even imprisonment. Therefore, in brief during the winding up process, the court will: Consider any preliminary pleas; Allow the parties to bring forward evidence in accordance with their application; Allow the directors, company secretary, contributories, or creditors to make submissions upon their request; Allow the lawyers to make final submissions; Decide the case; Appoint a liquidator; Appoint sittings to monitor the winding up procedure; Approve the scheme of distribution, if any; Release the liquidator of his appointment as soon as the court is satisfied that he has completed his task; Order the Registrar to strike off the name of the company from the Register. Following an order by the court for the dissolution of the company, the powers of the directors cease and representation of the company becomes solely vested in the liquidator (Art 295 of the Companies Act). Duties Duties of Directors during Insolvency or in the likelihood of Insolvency When a company faces financial difficulties and is veering towards insolvency, the Directors cannot remain passive and hope for the best, as this may result in personal liability, administrative penalties and possibly lead to claims of fraud, fines and imprisonment. The Companies Act is the legal instrument which determines the directors’ liability for insolvency related duties. Certain fiduciary duties however may even be found in the articles of the Civil Code. Duty to File for Insolvency Article 329A of the Companies Act provides that where the directors become aware that the company is unable to pay its debts or is imminently likely to become unable to pay its debts, they shall convene a general meeting of the company to review the company’s position and to determine the next steps that should be taken. The next steps would usually involve either the dissolution of the company or some form of restructuring. Fraudulent Preference In terms of the Companies Act, any act which dispossesses the property or rights of the company made within 6 months prior to the dissolution of the company, shall be deemed to be a fraudulent preference against its creditors if it is made gratuitously or at an undervalue or if preference to any creditor is given. A person who benefits from such disposition shall be liable personally in terms of the Companies Act (Art 303 of the Companies Act). Duty to Keep Proper Accounting Records Directors may incur liability when proper accounting records are not kept by the insolvent company (Art. 314 of the Companies Act). Whenever a company is dissolved, if it is shown that: Proper accounting records were not kept by the company throughout the 2 year period immediately preceding the dissolution, or the period between the registration of the company and the dissolution, whichever is the shorter; and The company was, at the moment of its dissolution, unable to pay its debts; every officer of the company who is in default shall, unless he shows that he acted diligently and that in the circumstances in which the business of the company was carried on the default was excusable, be guilty of an offence and liable on conviction to a fine of not more than €46,587.47 or imprisonment for a term not exceeding 3 years, or to both such fine and imprisonment. Fraudulent Trading Fraudulent trading may be defined as the carrying on of any business of the company with intent to defraud: creditors of the company; or creditors of any other person; or for any fraudulent purpose. Directors of a company may be held responsible for fraudulent trading (Art 315 of the companies Act) if any business of the company has been carried on with intent to defraud creditors. One of the preconditions for responsibility to arise is the knowledge of the directors that they were parties in the carrying on of the business with intent to defraud creditors. If the court is satisfied of such fraudulent behaviour, it may order that the directors be personally liable for all or any of the debts or other liabilities of the company, as the court may direct. In order for such an act to be classed as a fraudulent act, it must have been performed prior to the dissolution of the company. An claim for fraudulent trading may be brought before the court during the winding up procedure, whether such procedure is a members’ or creditors’ voluntary winding up, or a winding up by the court. An application for fraudulent trading may be filed by: the Official Receiver; the liquidator; or any creditor or contributory of the company. Wrongful Trading An action for wrongful trading may be instituted on the basis of Article 316 of the Companies Act. It applies to both directors as well as to shadow directors, being persons who would have taken the role and performed the functions attributable to a director, without having been formally appointed as director. Claims pursuant to this provision bring about personal liability of the directors to make a payment towards the company’s assets of a contribution in the amount as the court may order. Liability under this provision arises when a company has been dissolved and is insolvent, and it appears that the director/s (i) knew, or (ii) ought to have known, prior to the dissolution of the company that there was no reasonable prospect that the company would avoid being dissolved due to its insolvency. An action for wrongful trading may only be initiated by the liquidator of the company, and therefore by implication may only be brought during the winding up process. One last consideration which becomes relevant in view of the wording of this article is the term ‘ought to have known’. The law specifies that the facts which a director of a company ought to know or ascertain, the conclusions which he ought to reach and the steps which he ought to take, are those which would be known or ascertained, or reached or taken, by a reasonably diligent person having both: the knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by or entrusted to that director in relation to the company; and the knowledge, skill and experience that the director actually has. Other Offences Article 309 of the Companies Act provides for certain offences by officers of the company (therefore including directors are included) during the winding up procedure. For instance, such officers may be held liable for not revealing to the liquidator all the assets of the company and not delivering the accounts and records to the liquidator. Directors of a company may also be found guilty of committing fraud either in anticipation of dissolution or during the winding up itself. Any person found guilty of any one of these offences may be liable on conviction to a fine ( multa ) of not more than €232,937.34 or imprisonment for a term not exceeding 5 years, or to both such fine and imprisonment. Ranking of Creditors When a company is insolvent the liquidator should distribute the assets of the company in a pro rata manner among its creditors. This is known as the pari passu principle (Art. 287 of the Companies Act). This notion is subject to various exceptions, such as when there are secured creditors who lawfully enjoy a preference over other creditors. The whole process is referred to as the Ranking of Creditors. The liquidator faces no easy task when it comes to establishing such ranking of creditors since the laws which give preference to one creditor over another, even if both enjoy a right of preference, are scattered throughout various chapters of Maltese law. There is no one single piece of legislation which lists the causes of preference and how these are to be ranked. Liquidators do enjoy the additional guidance derived from court judgements which throw some light on how such preferences are to be ranked. Even though our system does not abide by the principle of binding precedent, decisions of Superior Courts are bound to be upheld at least by the Inferior Courts. Below is a review of how certain causes of preference are likely to be treated. With regards to claims from employees, such as claims for salaries, holiday pay or pension contributions, these would be treated with preference over other claims. This rule emerges from Article 20 of the Employment and Industrial Relations Act, Chapter 452 of the Laws of Malta, which provides that a claim by any employee shall constitute a privileged claim over the assets of the employer and shall be paid in preference to all other claims. Claims which rank higher are usually the ones listed below. However, it is up to the court to decide in view of the fact that in ranking such debts the wording of the law gives some leeway to the court in setting the order of priority. expenses properly chargeable or incurred by the Official Receiver or the liquidator in preserving, realising or collecting any of the assets of the company; any other expenses incurred or disbursements made by the Official Receiver or under his authority, including those incurred or made in carrying on the business of the company; the remuneration of the provisional administrator, if any; any necessary disbursements by the special controller in the course of his office in terms of Articles 329A and 329B of the Companies Act; the remuneration of the special controller; the costs of the applicant and of any person appearing on the application whose costs are allowed by the court; the remuneration of the special manager, if any; any amount payable to a person employed or authorised to assist in the preparation of a statement of affairs or of account; any allowance made by order of the court, towards costs on an application for release from the obligation to submit a statement of affairs, or for an extension of time for submitting such a statement; any necessary disbursements by the liquidator in the course of his administration, including any expenses incurred by members of the liquidation committee or their representatives and allowed by the liquidator; the remuneration of any person employed by the liquidator to perform any services for the company, as required or authorised by the provisions of the Companies Act; the remuneration of the Official Receiver and of the liquidator; any new financing granted to the company for the purpose of a recovery procedure in terms of articles 329A and 329B of the Companies Act. The ranking of other creditors remains as established within the various applicable laws. Disclaimer This document does not purport to give legal, financial or any other advice. Please be directed to seek appropriate advice from accredited professionals. Do not hesitate to contact the Insolvency and Receivership Service for further information if necessary or for any clarification. Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

About MBR Last Updated on July 24, 2024 The Malta Business Registry (MBR), established under Subsidiary Legislation 595.27 , is responsible for the registration of new commercial partnerships and legal entities, the registration of documents related to commercial partnership, the issuing of certified documentation including certificates of good-standing amongst others, the reservation of company names, the collection of registration and other fees, the publication of notices and the imposition and collection of penalties. The Registry also conducts investigations of companies and the keeping of the company and partnership register. Vision - Mission - Values - Structure and Organigram VISION To be Malta’s national Business Registry recognized globally as an excellent Business Registry offering quality services to the corporate and business sectors locally and internationally, in compliance with local legislation and international standards. MISSION To provide best possible service expeditiously and impartially to our customers, cost effectively with state-of-the-art facilities to incorporate companies and to register and inspect company documents. To provide stakeholders with adequate, accurate and easily accessible registers, undertaking effective enforcement, to maintain Malta’s global reputation as a jurisdiction of choice. To ensure that the legislative frameworks that govern the businesses are efficient, up-to-date with international standards, responsive, user and investor-friendly and also to have the right legislative tools for combating crime, money laundering and financing of terrorism. VALUES PROFESSIONALISM To act with integrity, consistency, transparency, impartiality, confidentiality and accuracy through demonstration of deep understanding of the relevant legislation and processes. MOTIVATION To motivate our staff to achieve organisational objectives by adopting appropriate human resource management strategies, making our workplace one which recognises talent, develop skills and abilities, reward performance, upholds integrity, promotes merit and foster equality. CUSTOMER CARE To care for and respect our customers by listening to them and taking into account their needs and expectations when shaping the types and quality of service which we deliver. DEDICATION To care for and provide a quality service and effective enforcement through dedicated people of high calibre working together as a team. RESPONSIVE To embrace change by remaining receptive to new ideas, technologies and work practices so as to enhance the level and quality of our services and facilities. To monitor international developments and trends so that we can benefit from opportunities that arise. TEAMWORK To highly motivate our employees to deliver high quality services by giving learning opportunities to develop their careers and contribute towards the success of the team. RELIABILITY To ensure the Registry services and systems are available during office hours and on-line services are available uninterruptedly 24/7. PRAGMATIC To be proportionate, adopt risk based approaches within a suited risk appetite to meet the Agency’s strategic objectives and in Malta’s interests. BUSINESS-FRIENDLY To be open to the use of new technologies and working with the business sector to expand our activities for the benefit of the business community. To encourage and to be receptive to constructive feedback. ADAPTABILITY To be prepared to take new services and to be willing and able to listen to suggestions and act accordingly. STUCTURE AND ORGANIGRAM Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Dissolutions Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Formation & Registration Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit

Contact Address: Malta Business Registry, AM Business Centre, Triq il-Labour, Zejtun ZTN 2401, Malta Telephone: (+356) 2258 2300 E-Mail: info.mbr@mbr.mt System Support ictsupport.mbr@mbr.mt Order of Copies/Certificates orders.mbr@mbr.mt Opening Hours Monday – Thursday: 09:00 – 12:00 & 13:00 – 14:30 Friday: CLOSED Digital Receptionist Guidelines The Digital Receptionist or Answering Machine for the MBR (22582300) has been updated with the following settings: At the start of the call, Press 1 to continue in Maltese or Press 2 to continue in English. You will now have the following 5 options to choose from: Press 1 to order certificates or certified documents . You can also send an e-mail to orders.mbr@mbr.mt for assistance. Press 2 for assistance about company name reservation . Press 3 for assistance about the online system. You can also send an e-mail to ictsupport.mbr@mbr.mt . Press 4 if you need assistance from a desk officer that does not include the previous options. Press 5 for any other query or assistance. When selecting option 4, you will be asked to either Press 1 to talk to a desk officer of a registered company (with a C number) or Press 0 for other types of commercial partnerships. If you pressed 1 in this part , dial the digits (C number) of the company and the system will pass you through to the desk officer responsible. The MBR Call Centre is open from Monday to Thursday from 8am to noon, and from 1pm to 4pm and on Fridays from 8am to noon. The Malta Tax & Customs Administration make use of the same opening hours for telephone calls and have a different telephone line, which is 144. Desk Officer Allocations ( Incorporations/Dissolutions/Shipping Companies ) This team will be handling the incorporation of new commercial partnerships and the vetting of documents in relation to dissolutions and liquidation accounts. Furthermore, this team will also be handling documents submitted by companies for registration in terms of the Merchant Shipping Regulations. For any queries kindly contact the team as follows: Incorporations incorporations@mbr.mt Shipping shipping@mbr.mt Dissolutions dissolutions@mbr.mt Desk Officer Allocations ( Ongoing ) The Ongoing team will be handling the vetting of documents which are required to be filed and registered under the Companies Act 1995. Click the following link to view Desk Officer Allocations. For any queries kindly contact the team as follows: Company Queries Contact the Desk Officer Urgent Matters ongoing@mbr.mt Group Filings (This email should only be used for the filing of same change/s in more than one company) groupfilings@mbr.mt Annual Filings for Companies Act – Limited Liability Companies (This email should be used only for queries on Annual Returns, Accounts and Annual BO confirmations) annualfilings@mbr.mt Desk Officer Allocations ( Ultimate Beneficial Owners (UBOs) and other Transactions ) This team will be handling vetting of documents regarding public limited companies, partnerships, SICAVs, overseas companies (branches), mergers, divisions and other transactions which are required to be filed and registered under the Companies Act 1995. Besides the above, this team will also be handling any queries regarding the Ultimate Beneficial Owners. For any queries kindly contact the team as follows: SV sicavs@mbr.mt OC branches@mbr.mt P partnerships@mbr.mt PCOMM partnerships@mbr.mt SE transactions@mbr.mt EEIG transactions@mbr.mt Other Transactions (Local Mergers and Cross-Border Mergers / Continued Out and Cross-Border Conversions Out / Local Divisions and Cross-Border Divisions) transactions@mbr.mt Quality Service Charter EN / MT Ongoing Allocations September 2026 .pdf Download PDF • 233KB Advisory Committee Registrar / CEO Deputy Registrar / COO Registry Unit Compliance Unit Legal & Enforcement Unit Insolvency & Receirvership Service Unit Finanance & Admistration Unit Human Resources & Development Unit Information & Communication Technologies Unit Internation Affairs, Research & Communications Unit Money Laundering Reporting Officer Audit Committee Internal Audit Unit