Malta Companies Act Amendments

Recent amendments to the Companies Act now in force

We would like to inform you that the significant amendments to the Companies Act, which we previously alerted you to, have now officially come into force. These changes streamline administrative processes, clarify obligations regarding changes in partnerships, and introduce a simplified procedure for company dissolution.

Of particular note, a new voluntary dissolution and striking off procedure is now available for private companies that have been registered for at least six months and meet specific criteria, including no recent trading, no recent name changes, no employees (other than officers), and assets not exceeding €5,000. Under this procedure, directors must declare that all liabilities have been settled, bank accounts closed, and records retained. Following a three-month period during which creditors may contest the dissolution, the company shall be struck off the register. It is important to note that directors remain liable for any company obligations even after dissolution, and false declarations carry significant penalties. Additionally, interested parties may apply to the court to restore the company’s name after striking off.

Other key changes include:

• Partnerships are now required to submit an annual resolution confirming the receipt of partner contributions within three months following the end of each calendar year. This replaces the previous need to file a new partnership deed for each change in contributions or new partner admissions. Furthermore, the assignment of a partner’s interest upon death (causa mortis) no longer requires the consent of the other partners. However, creditors may object through court proceedings if their interests are prejudiced.
• Notification procedures to the Registrar of Companies for appointments or cessations of partners in en nom collectif (general) partnerships and en commandite (limited) partnerships have been updated. Notably, for limited partnerships, public notification requirements now apply only to general partners with unlimited liability, whilst changes relating to limited partners are no longer subject to publication.
• All companies must maintain a valid and regularly monitored electronic mail address, notifying the Registrar within 14 days of any changes, to ensure receipt of official communications.

Should you wish to discuss how these changes may affect your company or require assistance with compliance, please do not hesitate to contact us.