In December 2025, by means of the publication of Legal Notice 286 of 2025, Malta has brought into force the amendments to the Companies Act (Cap. 386 of the Laws of Malta) (the “Act”), which were introduced by the publication of Act No. XVIII of 2025 earlier in 2025.

One of the most important amendments included in Act No. XVIII of 2025 revolved around the simplified liquidation procedure that was introduced by the enactment of a new Article (Article 214A) to the Act. This procedure provides for a ‘fast-track’ option for companies that qualify for this.

Companies eligible for this simplified procedure 

In order to qualify for the simplified liquidation procedure, a company must have been registered for a minimum period of six months, provided that the company is not a public limited company (“plc”) or any entity that is regulated by any applicable, specific law (i.e. regulated entities).

Further conditions that a company must satisfy additional conditions to qualify for this simplified procedure:

In the period of six months immediately preceding the application for the simplified procedure, the company would have not:

(i) carried out any changes in its name; or

(ii) traded or otherwise carried on business; or

(iii) employed employees other than any person who is an officer of the company; or

(iv) outstanding documents or penalties with the Registrar which remain outstanding as at the date of the application; or

(v) any of its shares pledged.

Application process

The application for a company to proceed with the simplified procedure is to be made by means of the submission of:

(a) the prescribed Form B1 (as updated) whereby the company notifies the Registrar that the company has approved the simplified liquidation of the company by means of an extra-ordinary resolution;

(b) the prescribed Form B3 to be signed by all the directors of the company where the directors confirm that the company:

(i) satisfies the conditions for qualifying for this procedure as listed from (i) to (v) above;

(ii) is not a regulated entity;

(iii) has no liabilities towards its creditors other than any of the current officers of the company, any of its current corporate service providers and, or any loans payable to any of the company’s shareholders;

(iv) has no pending court proceedings in, or outside of Malta;

(v) does not have any assets in excess of five thousand euro (€5,000);

(vi) has not entered into any deeds or contracts in the previous six months, other than with any of company’s service providers;

(vii) has no outstanding amounts due to any government authority or body; and

(viii) that the company directors confirm (in their personal capacity) that they will retain the details of the beneficial owners and financial records as mandated by law, or duly inform the Registrar of the designated person to retain such information;

(c) the new prescribed Form B4 (signed by any one of the company’s directors) whereby the company confirms that:

(i) a shareholders’ resolution has been duly adopted to approve the simplified voluntary dissolution in accordance with the company’ s memorandum and articles of association;

(ii) all bank accounts, if any, have been closed;

(iii) if applicable, an application has been filed online for the company’s de-registration for Maltese VAT purposes; and

(iv) the company has no employed person/s, other than any person who is an officer of the company.

Procedure adopted by the Registrar upon receipt of the application 

Upon receipt of the forms and the documents described above, if all the requirements are satisfied, the Registrar will proceed to publish a Notice in a daily newspaper and a website maintained by the Registrar specifying that the company’s name will be struck off from the register of companies within three months from the date of such notice.

A key difference between this simplified liquidation procedure and the ‘traditional’ voluntary members winding-up, is that in the simplified procedure, until the company is struck off, the company’s directors and secretary retain all their powers and obligations. On the other hand, in the ‘traditional’ voluntary members winding-up procedure, it is the liquidator that takes up such powers and obligations once he is duly appointed.

Article 214A also provides safeguards to any creditors who might be aggrieved by any false declarations with regard to any declaration made that it has no creditors (other than the persons mentioned in b(iii) above). For such purpose, Article 214A grants the power to any such aggrieved creditor to request the Courts to order that the company is restored notwithstanding that it might have been struck off. This is also complemented by further actions contemplated in Article 214A, such as a fine (multa) or imprisonment, or both, for any directors guilty of such a false declaration in such a case.

How can we help? 

Our firm can help you with any liquidations.

*The objective of this summary is to outline the principal elements of the legislative updates being summarised herein. Accordingly, it is not intended to be provided by way of comprehensive and definitive advice. Readers should seek professional advice by contacting DFK Malta before acting upon any information included in this article.

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