Malta Companies Act Amendments

Companies (Amendment) Act, 2025 and the Companies Act (Register of Beneficial Owners) Regulations

Key amendments

Significant legislative changes introduced by the Companies (Amendment) Act, 2025, enacted on 11 July 2025. These amendments aim to enhance corporate governance, transparency, and alignment with EU directives, affecting private companies and partnerships in Malta. Some provisions are already in effect, while others will be implemented at the Minister’s discretion. It is important for all company officers to understand these changes to ensure compliance and optimise governance practices. Please find below a summary of the key amendments for your attention.

Amendments under the Companies (Amendment) Act, 2025

Amendments under the Companies (Amendment) Act, 2025

1. Removal of ‘Exempt Company’ Status - The ‘exempt company’ classification has been abolished. Such companies are now private companies under Article 211, retaining reliefs only if stated in their constitutional documents. Filing procedures have been simplified.
2. Partnership Contributions and Transfers - Annual resolutions replace the need for new partnership deeds upon contribution changes. Transfers causa mortis no longer require partner consent, with creditor protections via court.
3. Streamlined Partnership Restructuring - The three-month delay for full partner interest assignment has been removed, facilitating faster transactions.
4. Clarification of Usufructuary Rights in Shares - Usufructuaries may attend meetings and receive dividends but vote only if explicitly authorised.
5. Directors’ Declaration – Article 73 - The requirement to report any consideration other than cash no longer applies when the value does not exceed €50,000. In such cases, directors must submit a declaration to the Registrar.
6. Mandatory Remuneration Report - Directors must file a remuneration report with annual financial statements and directors’ reports.
7. Digital Reporting Requirements - Annual filings must comply with the European Single Electronic Format (ESEF).
8. Exemption for Certain Complex Partnerships - Certain unlimited liability partnerships are exempt from annual returns.
9. Revaluation Reserves Classified as Undistributable - Revaluation reserves are undistributable unless realised gains.
10. Simplified Dissolution Procedure - A streamlined dissolution process is introduced for small, inactive, debt-free companies.
11. Electronic Mail Address Obligation - Companies must maintain and notify a monitored electronic mail address within 14 days of changes.
    

Amendments to Beneficial Ownership Regulations

Disclosure of all nationalities required; expanded scope to companies formed through cross-border mergers, conversions, and divisions; enhanced access provisions for legitimate interest requests; updated forms for clarity.

Should you require further clarification or assistance in understanding how these changes affect your company or partnership, please do not hesitate to contact us.