Malta’s Companies Act underwent significant changes with the promulgation, last month, of Act XVIII of 2025; from introducing the requirement that companies have an official email address to removing the notion of offshore companies from Malta’s statute books, and many others in between.
Titled “the Companies (Amendment) Act, 2025,” the amendments simplify and streamline the classification of Malta-registered companies, while bringing regulations into better alignment with the needs of the financial sector.
Companies to provide official email address to Registrar
Amongst the more pragmatic changes, the amendments impose a specific duty on directors and company secretaries to ensure that the company’s registered email address is specified in the company’s memorandum – and that this address is “registered with the Registrar, is regularly monitored such that any electronic mail sent to it by the Registrar is brought to the attention of an officer of the company.”
Minister empowered to issue sector-specific rules
Another introduction by way of the new amendments, is a power granted to the Minister responsible for the registration of commercial partnerships to issue sector-specific rules for partnerships and limited liability companies. These include regulations in relation to the registered office of commercial partnerships and the formation of limited liability companies intended to operate in specific economic sectors.
Expanded regulatory framework for cell companies
The amendments widen the regulatory regime for the setting up, registration, authorisation and regulation of cell companies. Previously this was limited to companies operating in the aviation and shipping sectors, but the changes to the Companies Act now empower the Minister to make regulations for all companies to adopt a cell structure and convert into a cell company, regardless of their business activity.
Companies can now form or convert into cell companies more easily and provides a more coherent regulatory framework for them. This includes distinguishing between cellular and non-cellular assets, as well as the ability to segregate liabilities and protect assets within cells.
Abolition of exempt companies, offshore companies
The specific term “exempt company” has been abolished. Companies that previously qualified as such are now designated as “private companies in terms of Article 211” but continue to benefit from compliance exceptions if they meet specific statutory requirement
In its official guidelines to the Companies (Amendment) Act, 2025 the MBR explains that the term “offshore companies” is being deleted “due to the latter being no longer recognisable or possible to operate in Malta.” This reflects the reality that Malta stopped providing for true offshore company structures years ago.
Simplified voluntary dissolution procedure
The Act introduces a new article to the Companies Act, 214A, which provides a new simplified voluntary dissolution procedure for non-regulated and non-public limited liability companies which satisfy specific conditions. This provides a faster and less alternative to the traditional liquidation process.
The simplified dissolution and striking-off procedure applies to companies which have been validly registered for a minimum period of six months and which, during the previous six months, have not:
- Changed their name; or
- Traded or otherwise carried on business; or
- Employed employees other than any person who is an officer of the company; or
- Had any outstanding documents or penalties with the Registrar which remain outstanding; or
- Had any of their shares pledged.
Broader Ministerial authority to make regulations
Article 425 of the Companies Act has been amended to broaden the Minister’s authority to issue regulations. One potential upshot of this widened scope is that it may result in a regulation that would address long-standing problems faced by CSPs that wish to cease providing registered address services to a client. It is already being suggested that a Legal Notice may now be issued on the strength of the amended article, allowing CSPs to notify the authorities that they no longer provide registered office facilities to a company.
