Malta Law Firm > Insights > Update: The Simplified Dissolution Procedure Now in Force

Update: The Simplified Dissolution Procedure Now in Force

17.12.25

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Last summer, Act No. XVIII of 2025 – the Companies (Amendment) Act (the “Act”) – was published, introducing several changes to Maltese company law, including the introduction of the much anticipated simplified dissolution procedure which we wrote about here. At the time, these provisions were not yet in force.

As of the 16th of December 2025, by virtue of Legal Notice 286 of 2025, the simplified dissolution procedure has officially come into effect. Under this new procedure, eligible companies can apply directly to the Registrar of Companies (the “Registrar”) to be struck off the register without undergoing a formal liquidation process or appointing a liquidator, provided strict statutory conditions are satisfied.

The Application Process

The application must be submitted to the Registrar online, using newly introduced statutory forms namely the Form B(1), Form B(3) and Form B(4) to be signed by the company’s directors:

Form B(1)

consists of a notice of the shareholder resolution for dissolution under Article 214A of the Companies Act.

Form B(3)

consists of the directors’ declarations confirming eligibility, including that in the six months prior to the application the company has:

Not changed its name;
Not carried on any business or trading activity;
Not employed any individuals (other than officers such as directors);
No outstanding filings, documents, or penalties with the Registrar; and
Not pledged its shares.

The form also confirms that the company:

Is not a regulated entity;
Has discharged all liabilities or had them written off;
Is not involved in any ongoing court proceedings in Malta or abroad;
Holds assets of no more than €5,000;
Has not entered into deeds or contracts in the last six months (except for service provider agreements);
Has no outstanding dues to any government authority.

In the same form, directors must also designate the person responsible for retaining beneficial ownership and financial records of the company.

Form B(4)

consists of a confirmation by the directors that the shareholders have approved entry into the simplified dissolution procedure, any bank accounts are closed, no employees remain (other than officers), and VAT deregistration (where applicable) has been filed.

Notably, directors who make false declarations in this regard, can be found liable on conviction to a fine (multa), imprisonment or both.

Key differences & similarities to traditional liquidation procedures

Unlike traditional liquidation proceedings which we have been used to under our Companies Act, the simplified dissolution procedure allows a company to enter into dissolution and consequent striking off, without the appointment of a liquidator. In fact, the law specifies that the company’s officers (including its directors and company secretary) shall retain their powers and duties under the Companies Act until the company is officially struck off whilst these would typically be displaced on the appointment of a liquidator in traditional liquidation proceedings.

Moreover, the strict conditions required for companies to undergo the simplified dissolution procedure should make this procedure more efficient and cost-effective when compared to the non-simplified and standard liquidation proceedings which can take years due to complexity.

Although the intention of this new procedure is to create a more simplified dissolution route for non-trading companies who may not have the means to undergo lengthy liquidation proceedings, once an application for the simplified dissolution procedure is filed, the Registrar must be satisfied that all conditions established are met and if so, a notice shall be published and similarly to traditional liquidation procedures, on the expiration of three months from the date of such publication, the company’s name shall be struck off the register.

Finally, the general court restoration remedy for interested parties post strike off of the company’s name after the conclusion of the simplified dissolution procedure also applies here.

Conclusion

Although it is still early days and the adoption of the simplified dissolution procedure in practice remains to be seen, it is expected to provide a streamlined and cost-effective solution for small or dormant companies. By reducing administrative burdens, it should encourage inactive entities to close down efficiently rather than leaving abandoned companies to unnecessarily populate the register of companies forevermore.

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