New Simplified Liquidation Procedure for Maltese Companies
On July 11, 2025, the Companies (Amendment) Act, 2025 (Act XVII / Act XVIII of 2025) was enacted, introducing key amendments to Maltese company law. One of the most important changes is the addition of Article 214A, which establishes a simplified dissolution procedure for private limited liability companies. This new process allows companies that have never traded or have ceased business operations to be struck off the register more quickly and efficiently, without the need to appoint a liquidator.
Eligibility Criteria
To apply, the company must submit a specific application form to the Registrar, which must be signed by its directors. The application must include:
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- Form B1 and a declaration by the directors confirming that the company:
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- Is not a regulated entity.
- Has settled all creditor claims or had them written off.
- Has no pending legal proceedings.
- Has assets valued at €5,000 or less.
- Has not entered into any contracts in the last six months, excluding those with service providers if applicable.
- Has no outstanding dues to government authorities or bodies.
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- Further confirmations by the directors stating that:
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- A shareholders’ resolution has been passed to approve the use of this procedure, in accordance with the company’s memorandum and articles of association.
- All company bank accounts have been closed.
- VAT de-registration (if applicable) has been filed.
- Only company officers remain employed.
- A personal commitment from the directors to retain the company’s beneficial ownership details and financial records as required by law, or to assign this responsibility to another person.
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- Form B1 and a declaration by the directors confirming that the company:
Registrar’s Actions and Striking-Off
If the application is complete and accurate, the Registrar will publish a notice of the proposed striking-off in the Government Gazette and on the Registry’s website. After a three-month waiting period, the company’s name will be struck off the register. During this three-month period, the directors and company secretary remain in their roles and retain their duties, as no liquidator is appointed under this procedure.
Safeguards and Penalties
The law includes provisions for safeguards and penalties:
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- Restoration Remedy: An interested party can apply for the restoration of the company to the register after it has been struck off.
- False Declarations: Any director who makes a false declaration may be subject to fines (multa), imprisonment, or both.
Conclusion
The introduction of the simplified liquidation procedure under Article 214A is a positive development for inactive Maltese companies. By making the dissolution process more streamlined, this reform reduces the administrative and financial burdens on companies that meet the eligibility criteria, providing a faster and more cost-effective way to exit the register.
If you are considering making use of the new simplified liquidation process, our team would be pleased to guide you through each step. Please feel free to contact us should you require advice or assistance on the matter, we are here to help ensure the process is handled smoothly and efficiently.
📞 +356 2152 1025/6
✉️ info@brainston.mt
