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- Informative Note – Publication of Legislation (Amendments to the Companies Act)
The Companies (Amendment) Act, 2024 has been enacted by Parliament and published in the Gazette on 17th of May 2024. The scope of the amending Act are two-fold and include provisions required for the transposition of an European Union Directive relating to the obligation of certain large undertakings to publish their tax information report alongside the respective financial statements, and secondly, provisions introduced on a national initiative. The latter comprise a wide range of legislative articles, including added duties to the Registrar, corresponding legislative power for the Minister responsible from the registration of commercial partnerships to issue legal notices, regulations and guidelines with respect to the new added functions of the Registrar, to clarify and simplify certain procedures in relation to the reduction of share capital, cancellation of shares and ancillary matters thereto, and to ensure legal certainty relating to cross-border operations and linguistic disparities. Without overcomplicating the situation, the below are key points which may help towards the better understanding of the provisions being amended. Apart from these key points, one may also access the User Guidelines which seek to guide the citizen and all stakeholders throughout the process. All articles numbered below relate to the Companies Act (Cap. 386 of the Laws of Malta). Articles 2 & 3 – definitions of ‘beneficial owner’, ‘offer of securities to the public’ and ‘Prospectus Regulation’; updated list of EU transpositions. Article 79 – M&As may be submitted electronically, not just physically printed. Such electronic submission requires a qualified e-signature. Article 83 – reduction of share capital – the instances whereby the issued share capital of a company is reduced shall be widened to include instances of non-distributable reserves; the applicable procedures to be followed are also provided. Article 84 – following compliance with the provisions of this article, a company may not only be formed as an investment company with variable share capital, but also be converted into. Article 106 – Acquisition of company’s own shares – such cancellation may take place without having to follow the provisions of article 83 (always within the parameters of article 106). A notice (not statutory form) of such cancellation needs to be delivered to the Registrar for registration within fourteen (14) days. An administrative penalty shall apply in case of default, with a further daily administrative penalty up until the default continues. Article 107 – Acquisition of company’s own shares without the application of article 106 – amended to include instances following a conversion, amalgamation or division (under the Companies Act), cross-border conversions, mergers or divisions made pursuant to the relevant Regulations under the Act, or acquired from dissenting shareholders as provided in article 107(1)(f) of the Act. Article 109 – Those reserves referred to in paragraph (b) of article 109 shall become distributable following a cancellation made pursuant to articles 106(6) or 107(2). Article 129 – Convening of extraordinary general meeting on requisition – Apart from the duty of the directors in proceeding to convene a meeting, a new requirement is introduced for the same directors to hold the meeting within a two-month period from the date of the deposit of the requisition. Article 142 – Widening of the circumstances disqualifying a person from being appointed/hold the office of director or company secretary. Instances will include those when a person is found guilty of an offence of money laundering within the meaning of the Prevention of Money Laundering Act (Cap. 373), associate predicate offences to money laundering and financing of terrorism. Article 146 – The Registrar is to be formally informed of an appointment of an administrator/legal representative/any person in charge of a company following an appointment made by the court or competent authority. The person appointed will notify the Registrar of such, or of a resignation or removal from such a position through a new Form K(2)* within 14 days of such an appointment/resignation/removal. No penalties will apply. Article 151 – A company will be obliged to notify the Registrar of an auditor’s first appointment and for every appointment thereafter, following the resignation or removal of the previous auditor. Thus when the same auditor is approved for another term, the notification need not be done. A new Form F(3) * will be introduced. Failing to notify the Registrar, administrative penalties will apply. Form is to be filed within 14 days from appointment. Article 218 – It will now be the Registrar’s discretion to file a winding up application in court concerning a particular company, in cases where it is either practical to do so or else where it is in the public interest. Article 224 – amendment to the Maltese version to align with the English version. Article 400 – the Registrar will now be protected from any personal liability, unless the action or omission to act arises from bad faith. Article 401 – Duties of the Registrar will include – carrying on-site inspections at the registered offices of companies to confirm that the shareholders and beneficial owners are those as disclosed to the Registrar; to verify that the registered office of commercial partnerships is existent and valid; to establish, administer and maintain a central data repository; a register of foreign body corporates and undertakings having a significant business activity in Malta; and any other register, which may be required from time to time, following consultation with the Minister responsible from the registration of commercial partnerships. Article 425 – Powers of the Minister responsible from the registration of commercial partnerships – additional powers will be given to ensure the legislative capacity to make regulations concerning: the central data repository, and any other register which the Registrar may be required to keep in fulfilment of his duties, including access qualifications thereto and fees; bodies corporate registered, incorporated, or formed in a country other than Malta to be continued or converted into a company under the laws of Malta, and for bodies corporate formed or registered in a country other than Malta to carry out a cross-border merger or cross-border division with or involving a company incorporated or to be incorporated in Malta. Articles 213B, 213C, 213D and Fourth Schedule – these articles are being introduced or amended accordingly, to transpose an EU Directive requiring large undertaking to disclose tax information to the public. When a company requiring to disclose information to the Registrar fails to submit such, administrative penalties shall apply. Eleventh Schedule – Penalties Schedule is being amended to reflect the foregoing instances of new penalties accordingly. Furthermore, may it be highlighted that the new statutory forms being introduced as stipulated in the foregoing points shall enter into force following an amendment to the Companies Act (Forms) Regulations. This amendment will soon take place, however, as part of the obligations to protect small and medium sized enterprises, the new Forms will only become effective following two (2) months from the publication of the said amended Regulations. Another notice will be issued in due course upon the publication of the respective Legal Notice amending the Forms Regulations. Dr Geraldine Spiteri Lucas Registrar & CEO
- Ir-Reġistru ta’ Malta għan-Negozju jippubblika r-Rapport Annwali u r-RapportiFinanzjarji għas-Sena 2023
Ir-Reġistru ta’ Malta għan-Negozju, il-Malta Business Registry (MBR) ippubblika r-Rapport Annwali u r-Rapporti Finanzjarji tiegħu għas-sena finanzjarja li għalqet fil-31 ta’ Diċembru 2023. Matul din is-sena, l-MBR kompla jikkonsolida ruħu bħala sieħeb essenzjali fost l-ogħla awtoritajiet kemm lokalment kif ukoll internazzjonalment. Fl-istess ħin, l-entità assigurat li ssaħħaħ u tħares l-interessi tal-ġurisdizzjoni Maltija wara snin ta’ bidliet kbar leġislattivi fis- settur tas-servizzi korporattivi kif nafuh illum. Barra minn hekk, permezz tal-introduzzjoni ta’ oqfsa leġiżlattivi ġodda u t-traspożizzjoni tad-Direttivi tal-UE, l-MBR ħadem b’mod innovattiv biex jiżgura l-vantaġġ kompetittiv ta’ Malta. Dan kien evidenti permezz tal-implimentazzjoni tal-qafas leġislattiv dwar il-pre-insolvenza bil-għan li jagħti ċans ieħor lill-imprendituri u d-direttiva dwar il-mobilità (Mobility Directive) li għenet biex tiġi ġġenerata aktar attività fi ħdan il-komunità tan-negozju. Min-naħa l-oħra, matul l-2023, l-MBR poġġa lilu nnifsu bħala l-punt ta’ riferiment għal reġistri oħra madwar id-dinja. Dan ġie enfasizzat permezz tal-ospitar tal-konferenza annwali tal-forum tar-reġistri korporattivi, CRF, li saret għall-ewwel darba f’Malta, u li attirat aktar minn 250 delegat u 50 reġistru minn madwar id-dinja. Fost l-oħrajn, il-konferenza ta’ erbat ijiem iffukat fuq il-leġiżlazzjoni tal-UE, il-ġlieda kontra l-ħasil tal-flus, id-diġitalizzazzjoni, l-insolvenza, u r-reġistru tas-sidien benefiċjarji. Dan serva bħala opportunità għar-reġistri biex jaqsmu l-ideat tagħhom, jidentifikaw l-isfidi attwali u futuri f’dan is-settur u jistabbilixxu pontijiet ta’ koperazzjoni partikolarment fir-rigward tat-tisħiħ tal-qsim tal-informazzjoni. Barra minn hekk, kisba sinifikanti kienet il-qabża ’l quddiem tal-MBR fid-diġitalizzazzjoni. Ix-xogħol fuq il-pjattaforma l-ġdida onlajn, il-Business Automation Registry Online System (BAROS), wera l-impenn tal-entità fit-tħaddin tad-diġitalizzazzjoni fejn ġew introdotti metodi diġitali ġodda, fosthom l-użu responsabbli tal-firma elettronika kkwalifikata, li jġibu bidla fil-ħsieb u fil-mezzi tal-operat. l-2023 rat ukoll ir-reġistrazzjoni ta’ 3,150 kumpanija ġdida u r-reġistrazzjoni ta’ 215,916-il dokument, fosthom il-ħruġ ta’ 14,100 ċertifikat mit-taqsima tar-Reġistru. Fit-tkomplija tal-proċeduri rigorużi tagħha biex tiżgura governanza u osservanza xierqa, it-taqsima tal-Compliance irrieżaminat 21,928 notifika u wettqet total ta’ 1,661 spezzjoni fuq il-post biex tivverifika s-sidien benefiċjarji. B’mod parallel it-taqsima skrinjat ukoll total ta’ 96,700 involviment. Il-Ministru għall-Ekonomija, l-Intrapriża u l-Proġetti Strateġiċi l-On. Silvio Schembri rrimarka li l-2023 kienet sena ta’ kisbiet sinifikanti għall-MBR partikolarment fir-rigward tat-twettiq tal-viżjoni tal-MBR fid-diġitalizzazzjoni u fit-tisħiħ tas-sehem attiv fuq il-pjattaforma internazzjonali. “Bħala gvern, inżommu l-impenn tagħna li nsostnu ekosistema pożittiva, sigura, u dinamika għall-komunità tan-negozju kif ukoll li nsaħħu u niżviluppaw il-ħiliet tal-impjegati tal-MBR” qal il-Ministru Schembri. L-Uffiċjal Kap Eżekuttiv u r-Reġistratur Dr Geraldine Spiteri Lucas irrimarkat li l-2023 ikkonsolidat l-isforzi tal-internazzjonalizzazzjoni tal-MBR partikolarment fit-tħabbir tal-isfidi ta’ ġurisdizzjonijiet żgħar fuq il-pjattaforma internazzjonali kif ukoll fl-impenn tal-introduzzjoni ta’ metodi diġitali ġodda u ta’ emendi leġiżlattivi fl-aħjar interess tal-komunità tan-negozju. “Ir-Rapport Annwali ta’ din is-sena jwassal l-isforzi tal-MBR biex jinstab bilanċ bejn l-iżgurar tal-aħjar operat ta’ kuljum filwaqt li jlaħħaq mal-iżviluppi kemm fuq livell internazzjonali kif ukoll fuq livell Ewropew. Filwaqt li tpoġġiet il-kwalità fl-qalba tal-operat tal-MBR, l-entità assigurat li ttejjeb l-attività kummerċjali fi ħdan il-komunità tan-negozju fis-serħan il-moħħ li jkollha reġistru aġġornat. Min-naħa l-oħra, fil-qofol tal-operat tal-MBR hemm id-diġitalizzazzjoni li fil-fehma tiegħi hija investiment fit-tul. Huwa importanti li kontinwament ninvestu f’teknoloġija li eventwalment ittejjeb l-esperjenza tal-klijenti tagħna” qalet Dr Spiteri Lucas. https://mbr.mt/annual-report-2023 ________________________________________________________________________ Publication of the Malta Business Registry Annual Report and Financial Statements 2023 The Malta Business Registry (the “MBR”) has published its Annual Report and Financial Statements for the financial year ending 31st December 2023. During this year, the MBR continued to consolidate itself as an essential partner amongst top-tiers, both locally and internationally. At the same time, the MBR ensured to strengthen and safeguard the interests of the Maltese jurisdiction following years of legislative overhauls which have changed the corporate services sector as we know it today. Additionally, through the introduction of new legislative frameworks and the transposition of EU Directives, the MBR worked innovatively to ensure Malta’s competitive edge. This was evident through the implementation of the Pre-Insolvency Framework Act which aims at giving entrepreneurs a second chance and the Mobility Directive which helped to generate more activity within the business community. On the other hand, during 2023, the MBR put itself as a referral point for other registers across the globe. This was highlighted through the hosting of the Corporate Registers Forum Annual Conference which was held in Malta for the first time, attracting over 250 delegates and 50 registers from across the globe. The 4-day conference focused on EU Legislation, Anti-Money Laundering, Digitalisation, Insolvency, and the Beneficial Owners’ Register amongst others. This served as an opportunity for registers to share their ideas, identify current and future challenges within the sector and establish bridges of cooperation particularly in relation to the enhancing of the sharing of information. Moreover, a significant achievement was MBR’s leap forward into digitalisation. The work on the new online platform, the Business Automation Registry Online System (BAROS), showcased the MBR’s commitment to embrace digitalisation. Such stance introduced new digital methods such as the responsible use of the qualified electronic signature amongst others, bringing about a change in mindset and in the means of doing things. 2023 also saw a total of 3,150 new limited companies and investment companies with variable share capital, and the registration of 215,916 documents, including the issuance of 14,100 certificates by the Registry Unit. In continuance of its rigorous procedures to ensure proper governance and compliance, the Compliance Unit reviewed 21,928 notifications and conducted a total of 1,661 onsite inspections to verify beneficial ownership. In parallel, screening of involvements totalled to 96,700. The Minister for the Economy, Enterprise and Strategic Projects, Silvio Schembri remarked that 2023 was a year of significant achievements for the MBR particularly with regards to the materialisation of the MBR’s vision in digitalisation and in strengthening its voice on the international platform. ”As a government, we retain our commitment in sustaining a positive, safe, and a dynamic ecosystem for the business community as well as strengthening and developing the skills of the MBR’s employees” said Minister Schembri. The Chief Executive Officer and Registrar Dr Geraldine Spiteri Lucas remarked that 2023 consolidated the MBR’s internationalisation efforts particularly in voicing challenges of small jurisdictions on the international platform as well as its commitment in introducing new digital methods and legislative amendments in the best interest of the business community. ”This year’s Annual Report conveys the MBR’s efforts in striking a balance between ensuring optimum daily operations whilst keeping up with developments both internationally and on a European level. Whilst putting quality at the core of MBR’s work, the entity ensured in enhancing commercial activity within the business community with the peace of mind in having an up-to-date register. On the other hand, at the core of our mission is digitalisation which is a long-term investment. I cannot stress enough in emphasizing the importance of continuously investing in technology which eventually betters our customers’ experience.” said Dr Spiteri Lucas. https://mbr.mt/annual-report-2023
- Notice of Amendment to Proviso in the Memorandum and Articles of Association
The Malta Business Registry (MBR) hereby informs you of an amendment to the general proviso in the Memorandum and Articles of Association to read as follows; Nothing in the foregoing shall be construed as empowering or enabling the company to carry out any activity or service which requires a notification , licence or other authorisation under any law in force in Malta without such notification , licence or other appropriate authorisation from the relevant competent authority and the provisions of Article 77(3) of the Companies Act shall apply. This amendment was made to refer to inter alia the obligations of the persons involved in a foreign direct investment to submit a notification to the National Foreign Direct Investment Screening Office should the provisions of CAP 620 apply. The new proviso shall come into effect from 1st August 2024 . Thereafter Memorandum and Articles of Association using the old proviso will not be accepted . Dr Geraldine Spiteri Lucas Registrar & CEO
- Mandatory submission of annual accounts online
The Malta Business Registry (MBR) hereby informs that as from 1st of November , companies are to submit their annual accounts only via MBR’s online system, BAROS (Business Automation Registry Online System). This change aims to enhance MBR’s service delivery, reduce processing times, and provide a more environmentally friendly approach. This marks another step forward in MBR’s ongoing commitment and vision to becoming fully paperless by 2025. Most notably, this initiative aligns with MBR’s mission to understand and address the needs of the industry and practitioners, following consultations with stakeholders affected by the transition. In light of this development, MBR’s CEO and Registrar, Dr. Geraldine Spiteri Lucas, highlighted that since the introduction of BAROS, practitioners have embraced new digital practices. This has prompted MBR to further explore automated solutions aimed at simplifying business processes. “The ability to submit company annual accounts online is one of the most anticipated measures requested by the industry, and MBR has delivered on this demand. The annual accounts online filing is part and parcel of businesses’ legal obligations that must adhere to. This new digital initiative shall ease the work to practitioners and directors who must ensure that documents are submitted in a timely manner, save time and money for companies and get access to additional online services. We look forward to continue exploring new digital solutions to enhance our clients’ experience and services,” stated Dr. Spiteri Lucas. To assist you with this transition, detailed instructions and support resources can be found on the following link: Annual Accounts FAQs In addition to this, the MBR will also deliver a training session to all Auditors and Accountants at the end of October. Further details will follow soon. For any inquiries, you can email ictsupport.mbr@mbr.mt .
- Mandatory submission of Incorporations of Companies and Dissolutions as from 1st March 2025
The Malta Business Registry (MBR) hereby informs that starting from March 1, 2025, all company incorporations , dissolutions documents – (Companies regulated by the Companies Act, 1995 – (Form B (1) – Notice of dissolution and voluntary winding up, Form B (2) – Declaration of Solvency together with a statement of assets and liabilities, Form L – Notice of appointment of liquidator), Form L (3) – Notice of Resignation of Liquidator, Form L (4) – Liquidator’s Statement with respect to pending winding up, and the accounts, scheme of distribution and auditors report, and the liquidators return), (Companies regulated by the Merchant Shipping Regulations – Form S – Notice of dissolution, Form P – Notice of appointment of liquidator, Form T – Notice of resignation of liquidator, Statement of Liquidator with respect to pending winding up (Reg. 131 (1), Accounts scheme of distribution and auditors report, Form Q – Notice of completion of liquidation, Liquidators Return), must be submitted through the MBR’s online system, BAROS (Business Automation Registry Online System). This transition highlights MBR’s persistent dedication to evolving into a fully paperless agency, building on earlier efforts. The initiative is designed to enhance processing efficiency while fostering a more sustainable and eco-friendly approach. Dr. Geraldine Spiteri Lucas, CEO and Registrar of MBR, emphasized that the success of BAROS has underscored the industry’s need for continued digital transformation to benefit practitioners, clients, and the sector. Such step follows extensive discussions with stakeholders and practitioners who played a crucial part in the transition process. “The ability to incorporate companies online has been eagerly awaited by the industry. With the proper submission of required documents (including due diligence documents) and being fully compliant with legal requirements, companies can be incorporated within 24 hours. Something that many practitioners adapted to, it strengthened Malta’s competitiveness and now it is the apt time to enforce such measure. Similarly, online company dissolutions will not only shorten waiting times but also improve monitoring processes. These initiatives are set to streamline processes, eliminate unnecessary bureaucratic hurdles, and compliment other projects headed by the MBR to ultimately offer holistic services” explained Dr Geraldine Spiteri Lucas. Detailed instructions and support resources can be found on the following link. In addition to this, the MBR will also deliver a training session in mid-January. Registration for this training session can be done here.
- Informative Note – Publication of Legislation
Amendment to the Forms Regulations The Companies Act (Forms) Regulations (“the Forms Regulations”) are being amended by virtue of Legal Notice LN 92 OF 2025 The changes stem from the amendments affected to the Companies Act and to enhance the reporting made by companies to the Registrar in terms of the Companies Act. For these reasons the Forms Regulations will now incorporate two (2) new statutory forms and an amendment to the existing Forms K and K (1). New Forms: Form F (3) – upon the appointment of an auditor in the cases stipulated in article 66(3) or article 151(9) of the Act, the company is to submit this new form to the Registrar, within 14 days from such an appointment. The form, indicating the appointed auditor’s name and warrant number, serves as to notify the Registrar of every auditor’s appointment taking place in a company. Failure to do so will result in liability of the company’s officers to administrative penalties, as applicable under article 151(6) of the Companies Act. Form K (2) – following the appointment of a person by an order of the court or competent authority, as the company’s administrator, legal representative or as the person de facto responsible for the management and administration of the said company, the respective person is to inform the Registrar of such an appointment within 14 days. The same form is to be filed when such person is removed or resigns from such a role. The time-period to notify the Registrar in such cases is also of 14 days. No administrative penalties are being prescribed in such situations. Amendment to existing Forms: Form K and Form K (1) – to ensure legal certainty, the English version of the Form K is being amended. The term “legal representation” is being replaced with “representation” to remove discrepancies between the English and Maltese texts. Furthermore, the wording in relation to the directors’ consent and declaration in terms of law is being substituted and re-organised to reflect better reporting. User Guidelines: One may access the User Guidelines which seek to guide the citizen and all stakeholders throughout the process. As part of the obligations to protect small and medium sized enterprises, the new Forms will only become effective following two (2) months from the publication of the Legal Notice. Dr Geraldine Spiteri Lucas Registrar & CEO
- Joint MFSA and MBR Communication on avoiding name similarities between SLPFs and Incorporated Companies
Reference to the Malta Financial Services Authority’s (MFSA) Circular , of the 12 February 2025, launching a framework for Collective Investment Schemes structured as Limited Partnerships without separate legal personality – Special Limited Partnership Funds (SLPFs). As outlined in Section 6 of the said Circular, the SLPF framework is fully administered by the MFSA, which is responsible for both the approval of the Limited Partnership Agreement (LPA) establishing the SLPF and the Scheme’s authorisation under the applicable regulatory framework. Section 5 of the same Circular encouraged interested parties to ensure that the proposed name of an SLPF is not identical or too similar to the name of any existing commercial partnership registered with the Malta Business Registry (MBR), in line with Regulation 6 of the Investment Services Act (Special Limited Partnership Funds) Regulations. In this regard, the MFSA and the MBR would like to further emphasise that it is considered undesirable to apply for the incorporation of a company by a name that: is already in use by an SLPF listed in the MFSA’s Financial Services Register; or includes the phrase or abbreviation “Special Limited Partnership Fund”, “SLPF”, or “S.L.P.F.”, or any similar wording that, in the MBR’s opinion may give rise to confusion. Stakeholders are advised that whilst the acceptability of a company name will be assessed on a case-by-case basis, the MBR reserves the right to refuse the registration of companies by a name which is considered to be undesirable, pursuant to Article 70(4)(b) of the Companies Act. Further to the above, stakeholders are reminded that all authorised SLPFs will be listed in the MFSA’s Financial Services Register, which is accessible through this link . For further information or clarification, stakeholders may contact the MFSA’s Strategy, Policy and Innovation function at assetmanagementstrategy@mfsa.mt . Queries to the MBR can be directed to namereservation@mbr.mt .
- Public Notice – BO Regulations Amendments
Informative Note – Publication of Legislation The Malta Business Registry (MBR) hereby informs the public that from 10 th July 2025 changes took place in the Companies Act (Register of Beneficial Owners) Regulations (the “Regulations”) by virtue of LN 127 of 2025. The main aim of these changes took place to reflect the first transposition phase of the Sixth Anti-Money Laundering Directive, specifically 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. One may emphasise the importance of the changes taking place to regulation 7 of the Regulations, whereby a person who is able to demonstrate a legitimate interest in the prevention and combating of money laundering, its predicate offences or the financing of terrorism, shall be granted access to the beneficial ownership information recorded on the register with respect to the company as held by the Registrar. Such persons are required to submit a request in writing accompanied by the respective identification details, any information and/or qualification requirements or credentials. This is to be further accompanied by a declaration of the legal basis supporting such request, confirming that the purpose of the enquiry relates to matters which shall contribute towards the prevention, detection or the associated predicate offences or financing of terrorism. The Registrar shall have the legal power to demand any such document as may be deemed necessary on a case-by-case basis. Guidelines may also be published for this purpose. A decision by the Registrar on such a request shall be communicated in writing to the respective applicant in case that the request is refused. Any applicant who is aggrieved by such a decision may appeal from such a decision within twenty (20) days thereof, by filing a sworn application in Court. Any person who thinks that s/he has legitimate interest to access the register of beneficial owners of companies and other commercial partnerships may submit a request by email to accesstobo@mbr.mt Furthermore, the legislative changes include amendments to the statutory forms found in the Schedule thereto in order to enhance the reporting of beneficial owners to the Registrar. The new forms can be found online by accessing OFFICIAL REGISTRY FORMS – Malta Business Registry and all companies need to use these new amended forms with immediate effect. The older version of the forms would not be valid. The respective users may refer to the published User Guidelines which serve to aide towards understanding the resulting legislative amendments from this Legal Notice. Dr Geraldine Spiteri Lucas Registrar & CEO
- 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
- Mandatory submission of various forms as from 1st September 2025
The Malta Business Registry (MBR) hereby informs the general public that starting from September 1, 2025, various notifications are to be submitted only through the MBR’s online system, BAROS (Business Automation Registry Online System). The notifications that are to be submitted only through the BAROS are the following: Expert’s Report in terms of Sec. 73(6) of the Companies Act – Non-cash consideration report. Form F (1) – Notice of the removal of an auditor, Form F (2) – Notification by partnership/company of the resignation of an auditor, Form F (3) – Notice of appointment of auditor/s pursuant to Article 151 (9)/ Article 66 (3), Form R – Notice of accounting reference date, Form R (1) – Notice of alteration of the accounting reference period, Form T (1) – Notice of redemption of preference shares, Form T (2 ) – Notice of pledge of securities, Form T (3) – Notice of termination of a pledge of securities, Form S – Declaration of compliance with Article (110 (4)) relating to financial assistance given by a private company for the purchase of its own or its parent company’s shares, Form Q – Notification of change in registered office of a company, Furthermore, any changes in the details of an individual involved in the Companies Register ( Change Person Details ) shall also be submitted only through the BAROS. This transition highlights MBR’s persistent dedication to evolving into a fully paperless agency, building on earlier efforts. The initiative is designed to enhance processing efficiency while fostering a more sustainable and eco-friendly approach. Dr. Geraldine Spiteri Lucas, CEO and Registrar of MBR, emphasized that the success of BAROS has underscored the industry’s need for continued digital transformation to benefit practitioners, clients, and the sector. Such step follows extensive discussions with stakeholders and practitioners who played a crucial part in the transition process. These initiatives are set to streamline processes, eliminate unnecessary bureaucratic hurdles, and compliment other projects headed by the MBR to ultimately offer holistic services” explained Dr Geraldine Spiteri Lucas. Detailed instructions and support resources can be found on the following link In addition to this, the MBR will also deliver a training session in August 2025. Further details will follow soon.
- Malta to host the European Business Registry Association Annual General Conference 2026
Malta, through the Malta Business Registry will be hosting the European Business Registry Association Annual General Conference. This was announced during the EBRA AGM which was organised in Milan Italy, this year’s host. EBRA is an association of Business Registry experts that collaborate to improve the operation and management of business registers in Europe. EBRA has 43 members who represent business registries from across Europe. In Milan, MBR’s CEO and Registrar Dr Geraldine Spiteri Lucas shared an insightful analysis of MBR’s achievements both from a regulation and digitalization aspect. ‘The hosting of the EBRA Annual Conference in Malta next year will seek concrete actions that will encourage closer collaboration amongst other European registers. It is of great satisfaction to note the respect Malta garnered on an international stage given that this will be the second conference of this kind to be hosted by Malta in a short span of time following the success of the CRF Conference 3 years ago’ said Dr Spiteri Lucas. Minister for the Economy, Enterprise and Strategic Projects Silvio Schembri said that hosting of the EBRA Annual Conference reflects the sterling work being done by MBR. “Having our European counterparts and other jurisdictions to Malta is a great opportunity to encourage collaboration and cooperation amongst registers, identify challenges and find a way forward. The MBR, being the entity representing the smallest EU member state has certainly rose to the occasion in making its voice heard bringing about a change in mindset and means of doing things. I look forward to fruitful discussion amongst our European colleagues’’ said Minister Schembri.
- Malta Business Registry Fees
Please note that as from 1st June 2025 the payment requested by the Registrar of Companies in respect of the cost of the publication of notices in a daily newspaper shall be as follows: Amalgamation/Merger of Companies €100 Continued Outside Malta €200 Contribution Reduction/Assignment of Interest €100 Conversion of Company/Partnership €100 Cross-Border Merger/ Division/ Conversion €200 Division of Companies €100 Notice of Dissolution €15 Reduction in Capital €100 Registrar of Companies












