Proposed Amendments to Malta’s Companies Act

On 18 June 2025, Malta introduced Bill No. 136, proposing a series of amendments to Malta’s Companies Act (Chapter 386 of the Laws of Malta). The Bill, published in the Government Gazette on 24 June 2025, seeks to modernise corporate processes, streamline compliance obligations, and enhance governance standards.

Key Proposed Amendments

Enhanced Use of Digital Communication

Companies will be required to maintain and regularly monitor a registered email address. Any updates to this address must be communicated to the Registrar within 14 days. Importantly, changes can be made through a board resolution and a simple filing, without amending the company’s Memorandum & Articles.

Clarification on Usufructuary Rights

A new provision will regulate the rights of usufructuaries (those who enjoy the benefits of shares without owning them outright). Usufructuaries may attend general meetings and receive dividends, but voting rights will only apply if explicitly granted by the relevant deed or company statute.

Share Pledge Notifications

In cases where shares are pledged, either the pledgor or the pledgee must notify the Registrar within 14 days, providing contract details. The company whose shares are pledged must also be informed.

Simplified Dissolution

Private limited companies that are not subject to regulatory oversight (i.e., not licensed/regulated entities) will be able to dissolve without appointing a liquidator. Instead, directors may submit a prescribed form signed by all board members. Directors and the company secretary will remain accountable throughout this process.

Streamlined Partnership Contributions

Capital contributions from new partners will take effect immediately upon receipt. This change removes the need to amend the partnership deed, requiring only a subsequent notification to the Registrar.

Introduction of Cell Company Structures

The amendments propose the introduction of “cell companies.” This model, already used in financial services, would allow companies to create segregated structures for specific assets or transactions, enhancing flexibility and competitiveness, particularly in areas such as mergers and acquisitions.

Removal of the “Exempt Company” Label

The classification of “exempt company” under Article 211 will be abolished. Entities previously falling within this category will now simply be referred to as “private companies,” with no loss of benefits but improved transparency.

To Sum Up

Bill No. 136 represents an important step towards updating Malta’s corporate legislation. The bill aims to facilitate efficiency through digitalisation and simplified administrative processes; increase transparency in shareholding and governance matters; and enhance Malta’s attractiveness as a competitive and investor-friendly jurisdiction.

For more details, please refer to the  ACT to amend the Companies Act, Cap. 386.