The Companies (Amendment) Act, 2025 (Act No. XVIII of 2025) is a statutory amendment to Malta’s Companies Act (Cap. 386) that was published in the Government Gazette on the 11 July 2025, and introduces a series of reforms to company law in Malta simplifying corporate procedures, enhancing governance thereby aligning with EU standards.
The provisions of the Companies Amendment Act did not all come into force immediately upon publication. Instead, the legislature opted for a staggered commencement mechanism, implemented through: (i) Legal Notice 174 of 2025 that came into force on 7th August 2025; and (ii) Legal Notice 286 of 2025, which came into force on 16th December 2025.
In addition to the above, on the 16th December 2025, there were also published the Companies Act (Form) (Amendment No. 2) Regulations, 2025 through Legal Notice 287 of 2025, which amended the statutory forms under the Companies Act to align them with the amendments made by the above mentioned Companies (Amendment) Act, 2025. These included adjustments that were necessary because of the simplified procedure, updated email requirements, partnership notices and other changes.
This means that the revised forms required for filing with the Malta Business Registry (MBR) became operative on 16 December 2025, at the same time as most of the substantive provisions brought into force via Legal Notice 286 of 2025.
Legal Notice 174 of 2025
Legal Notice 174 of 2025 brought into force a first tranche of amendments, with the majority becoming effective in August 2025. These provisions include several changes of immediate operational relevance for companies and practitioners, such as updates to corporate governance rules, filings with the Registrar, and procedural aspects affecting companies and partnerships.
Legal Notice 286 of 2025
A second phase of commencement was implemented through Legal Notice 286 of 2025, which brought additional provisions into force in December 2025. These later-commencing amendments largely relate to more structural or technical reforms, allowing companies and practitioners additional time to prepare for compliance.
Key Changes Introduced by the Companies Amendment Act No. XVIII of 2025
Below are the major reform areas introduced:
1. Removal of the “Exempt Company” Classification
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- The definition of exempt company was deleted from the Act. Despite the removal, these companies keep their previous benefits and exemptions. The removal of the terms aims to simplify regulations for foreign investors.
This change entered into force on 7th August 2025.
2. Simplified Dissolution Procedure
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- A new Article 214A allows eligible private companies to apply to the Registrar to be dissolved and struck off without full liquidation, subject to certain criteria:
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- it applies to private companies registered for at least 6 months whilst public limited companies and regulated entities are excluded from the application of this procedure;
- a company is ineligible if, within 6 months, the company changed name, traded, employed non-officers, failed documentation/penalty obligations;
- the application must be submitted to MBR using the prescribed forms and documents;
- upon compliance, the MBR publishes a Government Gazette notice and the company name is removed from the register after 3 months;
- directors and members remain liable after dissolution and the company name restoration is possible through courts.
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This change entered into force on 16th December 2025.
3. Directors and Company Email Communication
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- New rules require companies to maintain and monitor an official email address registered with the Registrar. Amendments to Article 79(1)(i) simplify the process for updating the company’s registered email address via a Board Resolution and submission of a return to the MBR.
- This change removes the need to amend the memorandum of association for minor administrative updates.
This change entered into force on 16th December 2025.
4. Rights of Usufructuary Shareholders
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- A new Article 117A clarifies the rights of usufructuaries of shares.
- According to the new articles, a usufructuary shareholder is entitled to attend general meetings of the company and receive dividends. The voting rights at company meeting is granted to the usufructuary only if it is expressly provided for in either the public deed establishing the right of usufruct or the memorandum and articles of association.
This change entered into force on 7th August 2025.
5. Non-Cash Share Consideration
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- Where non-cash consideration for share issuance does not exceed €50,000, a director’s declaration may replace an expert’s report.
This change entered into force on 7th August 2025.
6. Partnership Regulation Changes
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- Changes for commercial partnerships now allow that any increase in partnership contributions or new partner contributions are to take effect immediately upon receipt without the need to amend and register the Partnership Deed.
- Partners responsible for the representation/administration of the partnership must notify the MBR of these new contributions within 3 months after the end of the year in which the contribution was made.
- Notification is done by submitting a resolution confirming the contributions.
This change entered into force on 16th December 2025.
7. Pledges over Shares & Other Updates
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- New filing requirements for pledges and clarification of enforcement rights, among other procedural revisions.
- Art 122(2) now requires the pledgor or pledgee to submit, in addition to the notice of pledge, a document with details of the pledge contract to the MBR within 14 days of granting a pledge on shares. This new requirement provides greater legal certainty and protection for both pledgors and pledgees. This is crucial for companies using shares as collateral in financing agreements, as it clarifies enforcement rights and reduces risks of dispute.This change entered into force on 16th December 2025.