ACT No. XVIII of 2025 AN ACT to amend the Companies Act, Cap. 386.

I assent.

(L.S.)

MYRIAM SPITERI DEBONO

President

11th July, 2025

ACT No. XVIII of 2025

AN ACT to amend the Companies Act, Cap. 386.

BE IT ENACTED by the President, by and with the advice and

consent of the House of Representatives, in this present Parliament

assembled, and by the authority of the same as follows:-

(1) The short title of this Act is the Companies Short title and

(Amendment) Act, 2025 and this Act shall be read and construed as commencement.

one with the Companies Act, hereinafter referred to as the "principal Cap. 386.

Act".

(2) The provisions of this Act shall come into force on such

date as the Minister responsible for the registration of commercial

partnerships may by notice in the Gazette establish and different dates

may be so established for different provisions and, or purposes of the

Act.

In sub-article (1) of article 2 of the principal Act the Amendment of

article 2 of the

definition "exempt company" shall be deleted.

principal Act.

Article 19 of the principal Act shall be amended as Amendment of

article 19 of the

follows

principal Act.

(a)

in sub-article (1) thereof the words "entrusted with

the said administration or representation." shall be substituted

by the words "entrusted with the said administration or

representation:" and immediately thereafter there shall be added

the following new provisos

"Provided that notwithstanding the provisions of

this sub-article, where the alteration or addition consists in

an increase in the contributions by a partner or a

contribution by a new partner, such alteration or addition

shall take effect immediately upon the receipt by the

partnership of the contribution and without the need of an

amendment to the partnership deed

Provided further that the partner or partners having

the administration or the representation of the partnership

shall, within three (3) months from the end of the calendar

year in which any such increase or new contributions are

effected, deliver to the Registrar for registration a

resolution of the partners confirming that the contributions

have been received by the partnership during the preceding

calendar year

Provided further that if an increase in contributions

has occurred in the same calendar year as when any

interests in the partnership are to be assigned, the partner

or partners having the administration or representation of

the partnership shall, prior to any assignment of such

interests in the partnership, deliver to the Registrar for

registration a resolution of the partners confirming the

increase in contributions made during that calendar year.";

(b) sub-article (3) thereof shall be substituted by the

following new sub-article

"(3) Where a partner ceases to be a partner,

whether upon an assignment of his interest, upon the

demise of such partner, or otherwise, or where a person

whose name does not appear in the deed of partnership or

in any alteration or addition thereto becomes a partner of

an already existing partnership, the partner or partners

having the administration or the representation of the

partnership shall, within one month from the date when a

partner ceases to be a partner or when a person is

appointed as a partner, as applicable, deliver to the

Registrar for registration a notice of the cessation or a

notice of appointment of a new partner, as the case may be,

stating the names, addresses and identification details of

the person ceasing to be a partner or the person being

appointed a partner, as applicable

Provided that any inter vivos assignment of

interest in whole or in part of any partner shall, unless

otherwise provided in the deed of partnership, require the

prior consent in writing of all the other partners, and no

such consent shall be required for any assignment causa

mortis of a partner’s interests

Provided further that any creditor of the

partnership whose debt existed prior to the date of

publication of the statement in accordance with article

401(1)(e) relating to the notice specifying the cessation of

a partner, appointment of a partner, or assignment of a

partner’s interests, as referred to in this sub-article may

object thereto by sworn application, within the period of

three months from the said date of publication and, if he

shows good cause, the court shall order that the interests

are re-transferred to the partner who originally held such

interests, other than a demised partner, or allow the change

in partners or the assignment of the interest of the partners,

as the case may be, on sufficient security being given by

the partnership

Provided further that if the court makes an order in

accordance with the second proviso for the interests to be

re-transferred to the partner who originally held such

interests, any obligations undertaken on behalf of the

partnership by the partner whose interests are to be re-

transferred as aforesaid shall remain legally binding on the

partnership and the other partners, and if any such partner

with unlimited liability would have become personally

liable in terms of the Act for the obligations of the

partnership, he shall remain so liable even after ceasing to

be a partner in accordance with the court order.".

Sub-article (1) of article 21 of the principal Act shall be Amendment of

article 21 of the

substituted by the following new sub-article

principal Act.

"(1) Any reduction in the contribution of a partner, other

than a contribution consisting in personal services, any

dissolution of the partnership on the grounds mentioned in

article 35(b) or (f), any reduction of the term of duration, if any,

of the partnership shall not come into effect until three (3)

months from the date of publication of the statement in

accordance with article 401(1)(e) relating to the instrument

effecting such reduction or dissolution.".

In article 52 of the principal Act the words "inconsistent

with the provisions of this Part." shall be substituted by the words

"inconsistent with the provisions of this Part and, without prejudice to

the foregoing:" and immediately thereafter there shall be added the

following paragraphs

"(a) the notice referred to in article 19(3) in respect of

the cessation of a partner, or the appointment of a new partner,

shall only be published by the Registrar limitedly in respect of

any general partner with unlimited liability and not in respect of

limited partners; and

(b) the second and third provisos to article 19(3) shall

not be applicable where there is a cessation of a limited partner

or the appointment of a new limited partner.".

Immediately after sub-article (3) of article 69 of the

principal Act there shall be added the following new sub-article

"(4) It shall be the duty of the directors and of the

company secretary to ensure that the registered electronic mail

address of the company, as included in the memorandum and

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.".

In sub-article (4) of article 73 of the principal Act the

words "and approved by the Registrar." shall be substituted by the

words "and approved by the Registrar:" and immediately thereafter

there shall be added the following new proviso

"Provided that when the said consideration does not

exceed the equivalent monetary value of fifty thousand euro

(€50,000), a director’s declaration shall suffice and such report

shall not be required. The said director’s declaration shall be

delivered to the Registrar for registration and the provisions of

sub-article (6) shall apply.".

Article 79 of the principal Act shall be amended as

follows

(a)

in sub-paragraph (i) of sub-article (1) thereof the

words "a change of the registered office in Malta" shall be

substituted by the words "a change of the registered office in

Malta or of the electronic mail address of the company";

(b)

sub-article (2) thereof shall be amended as follows

(i) the words "change in the registered office of

the company, or any transfer" shall be substituted by the

words "change in the registered office or electronic mail

address of the company, or any transfer";

(ii) in the proviso thereof the words "the

provisions of sub-article (2) shall prevail." shall be

substituted by the words "the provisions of this sub-article

shall prevail:" and the paragraph immediately after shall be

substituted by the following new proviso

"Provided further that notwithstanding the

provisions of this sub-article, where the alteration consists in a

change in the registered office in Malta or the electronic mail

address of the company, the directors or company secretary

shall send to the Registrar for registration a return of any change

in the registered office or the electronic mail address, specifying

the date of the change, together with the new registered office or

electronic mail address, within fourteen days from the

occurrence.".

Sub-articles (10) and (11) of article 84 of the principal Act Amendment of

article 84 of the

shall be substituted by the following new sub-articles

principal Act.

"(10) The Minister may, in consultation with the

Minister responsible under the Investment Services Act,

acting on the advice of the Malta Financial Services

Authority and the Registrar, make regulations for the

better carrying out of any of the provisions of this article

and without prejudice to the generality of the foregoing

may by such regulations, in particular

(a)

make further provision regarding the

contents of the memorandum and articles of the

company, including provision for the issue of

fractional shares;

(b)

exempt or provide for the exemption of

such company, or any category thereof, from any of

the provisions of this Act or of any other law in

force, subject to such modifications, variations and

conditions as may be specified;

(c)

provide for the constitution and

regulation of investment companies with variable

share capital as umbrella or multi-class companies,

and provide for the constitution of sub-funds, and

the different classes of shares that may be issued by

such companies;

(d) provide

for

the

possibility

of

apportioning and allocating assets and liabilities

between the different sub-funds or classes, for

considering individual sub-funds or classes as

separate and distinct entities for such purposes as

may be established, and provide for the currency or

currencies in which such sub-funds or different

classes of shares may be designated;

(e)

apply and extend, mutatis mutandis, the

provisions of this article to other forms of

commercial partnerships which constitute collective

investment schemes for the purposes of the

Investment Services Act and subject to such

variations or modifications as may be prescribed;

(f)

provide for any matter incidental to, or

connected with the above.

(11) The Minister may, in consultation with the

Minister responsible under the Retirement Pensions Act,

acting on the advice of the Malta Financial Services

Authority and the Registrar, make regulations to apply and

extend, mutatis mutandis, the provisions of this article to

investment companies with variable share capital

established for the purpose of acting and operating as a

retirement scheme or a retirement fund within the

meaning of article 2 of the Retirement Pensions Act and

without prejudice to the generality of the foregoing may,

by such regulations, provide for any matter referred to in

sub-article (10).".

Paragraph (a) of sub-article (1) of article 84E of the

principal Act shall be amended as follows

(a)

sub-paragraph (i) thereof shall be substituted by the

following new sub-paragraph

"(i) provide for the formation, constitution,

authorisation and regulation of cell companies;";

(b) sub-paragraph (ii) thereof shall be substituted by the

following new sub-paragraph

(ii) provide for the possibility for a company to

convert into a cell company;".

Sub-article (1) of article 94 of the principal Act shall be

amended as follows

(a)

the words "untrue statement included therein:" shall

be substituted by the words "untrue statement included

therein.";

(b)

the proviso thereof shall be deleted.

Paragraph (b) of sub-article (1) of article 107 of the Amendment of

article 107 of

principal Act shall be deleted.

the principal

Act.

Immediately after article 117 of the principal Act there Addition of

new article to

shall be added the following new article

the principal

Act.

117A. A usufructuary of shares in a company

shall be entitled to attend any general meeting of the

company and to receive dividends but he shall not be

entitled to vote at any meeting of the company unless the

right to vote is specifically mentioned and provided for in

the

(a) public deed creating the right of usufruct;

or

(b) memorandum and articles of association

of a company.".

Article 122 of the principal Act shall be amended as Amendment of

article 122 of

the principal

Act.

(a)

sub-article (2) thereof shall be substituted by the

following new sub-article

"(2) Notice of the pledge together with a

document containing the particulars of the contract shall be

delivered by the pledgor or the pledgee to the Registrar for

registration within fourteen days of the granting of the

pledge. The company whose securities have been pledged

shall also be notified of the pledge in writing within the

said period and the company shall record that fact in the

register of holders of the respective securities.";

(b)

immediately after sub-article (16) thereof there shall

be added the following new sub-article

"(17) For the purposes of any enforcement in

accordance with this article and of any provisions relating

to the enforcement of rights pertaining to the pledgee in

accordance with this Act, it shall be permissible for a

pledgee, or any person acting on its behalf, to exercise any

such rights by acting on behalf of the pledgor as its

mandatary, provided that the pledgee is authorised to so

act, irrevocably and by way of security, in accordance with

article 1887 of the Civil Code and that the right to act in

such manner is clearly prescribed in the relevant

agreement regulating the pledge of securities in terms of

this article and the Act.".

The second proviso to sub-article (1) of article 146 of the

principal Act shall be substituted by the following new proviso

"Provided further that the person appointed by an order of

the Court or by a competent authority as administrator, legal

and, or judicial representative or as the person de facto

responsible for the management and administration of a

company shall, within fourteen (14) days from said

appointment, submit to the Registrar for registration a return in

the prescribed form specifying the date of appointment, together

with the name and residence or service address, or name,

registered office and registration number, as the case may be.

The said administrator, legal and, or judicial representative or

person de facto responsible for the management and

administration of the company shall, within fourteen (14) days

from resigning or from being removed from the said office,

submit to the Registrar for registration a return in the prescribed

form.".

Sub-article (2) of article 154 of the principal Act shall be

substituted by the following new sub-article

"(2) An officer of a company who knowingly or

recklessly makes to the company’s auditors a statement,

whether written or oral, which

(a) conveys or purports to convey any

information or explanations which the auditors require, or

are entitled to require, as auditors of the company; and

(b)

is misleading, false or deceptive in a material

particular,

shall be guilty of an offence and liable on conviction to a fine

(multa) of not more than four thousand and six hundred and

fifty-eight euro (€4,658) or to imprisonment for a term not

exceeding six months or to both such fine and imprisonment.".

In sub-article (6) of article 163 of the principal Act the Amendment of

words "shall be guilty of an offence and liable on conviction to a fine article

the principal

(multa) of not more than eleven thousand and six hundred and forty- Act.

six euro and eighty-seven cents (11,646.87)" shall be substituted by

the words "shall be guilty of an offence and liable on conviction to a

fine (multa) of not more than eleven thousand and six hundred and

forty-six euro (€11,646)".

Sub-article (4) of article 167 of the principal Act shall be Amendment of

article 167 of

deleted.

the principal

Act.

Article 171 of the principal Act shall be amended as Amendment of

article 171 of

follows

the principal

Act.

(a)

in sub-article (3) thereof immediately after the

words "included therein taken as a whole." there shall be added

the words "Where the application of the provisions of this Act

would not be sufficient to give a true and fair view of the assets,

liabilities, financial position and profit or loss of the

undertakings included therein taken as a whole, such additional

information as is necessary to comply with such requirement

shall be given in the notes to the consolidated financial

statements.";

(b)

sub-article (4) thereof shall be deleted.

Article 172 of the principal Act shall be amended as Amendment of

article 172 of

follows

the principal

Act.

(a)

in paragraph (a) thereof immediately after the words

"the corporate governance statement" there shall be added the

words "and the remuneration report";

(b) in paragraph (b) thereof immediately after the words

"the consolidated corporate governance statement" there shall be

added the words "and the remuneration report".

In sub-article (3) of article 176 of the principal Act the Amendment of

words "pursuant to sub-article (1)." shall be substituted by the words article

the principal

"pursuant to sub-article (1):" and immediately thereafter there shall be Act.

added the following new proviso

"Provided that without prejudice to this sub-article,

when a copy of the company’s balance sheet is submitted to the

relevant competent authority as part of the company’s reporting

obligations in conformity with the European Single Electronic

Format reporting standard, in conformity with the Commission

Delegated Regulation (EU) 2019/815 of 17 December 2018

supplementing Directive 2004/109/EC of the European

Parliament and of the Council with regard to regulatory

technical standards on the specification of a single electronic

reporting format, such copy shall be transmitted to the Registrar

by means of an application programming interface or by similar

electronic means.".

In sub-article (5) of article 177 of the principal Act the

words "The consolidated directors’ report" shall be substituted by the

words "Where consolidated accounts are required under this Act, the

consolidated directors’ report".

In sub-article (3) of article 178 of the principal Act the

words "secretary of the company." shall be substituted by the words

"secretary of the company:" and immediately thereafter there shall be

added the following new proviso

"Provided that without prejudice to this sub-article,

when a copy of the directors’ report is submitted to the relevant

competent authority as part of the company’s reporting

obligations under the European Single Electronic Format

reporting standard, in conformity with the Commission

Delegated Regulation (EU) 2019/815 of 17 December 2018

supplementing Directive 2004/109/EC of the European

Parliament and of the Council with regard to regulatory

technical standards on the specification of a single electronic

reporting format, such copy shall be transmitted to the Registrar

by means of an application programming interface or by similar

electronic means.".

In sub-article (6) of article 179 of the principal Act the

words "signed by them." shall be substituted by the words "signed by

them:" and immediately thereafter there shall be added the following

new proviso

"Provided that without prejudice to this sub-article,

when a copy of the auditors’ report is submitted to the relevant

competent authority as part of the company’s reporting

obligations in conformity with the European Single Electronic

Format reporting standard, in accordance with Commission

Delegated Regulation (EU) 2019/815 of 17 December 2018

supplementing Directive 2004/109/EC of the European

Parliament and of the Council with regard to regulatory

technical standards on the specification of a single electronic

reporting format, such copy shall be transmitted to the Registrar

by means of an application programming interface or by similar

electronic means.".

Article 183 of the principal Act shall be amended as Amendment of

article 183 of

the principal

Act.

(a)

in sub-article (1) thereof the words "in accordance

with article 82." shall be substituted by the words "in

accordance with article 82:" and immediately thereafter there

shall be added the following new proviso

"Provided that without prejudice to this sub-

article, when a copy of the annual accounts, auditors’

report and directors’ report is submitted to the relevant

competent authority as part of the company’s reporting

obligations in accordance with the European Single

Electronic Format reporting standard, in accordance with

Commission Delegated Regulation (EU) 2019/815 of 17

December 2018 supplementing Directive 2004/109/EC of

the European Parliament and of the Council with regard to

regulatory technical standards on the specification of a

single electronic reporting format, such copy shall be

transmitted to the Registrar by means of an application

programming interface or by similar electronic means.";

(b) sub-article (2) thereof shall be substituted by the

following new sub-article

"(2) A company which qualifies as a small

company in terms of the provisions of article 185(1) is not

required to deliver to the Registrar the directors’ report

Provided that where the company which

qualifies as a small company is a private company in terms

of the provisions of article 211, it is not required to deliver

to the Registrar the directors’ report and the profit and loss

account

Provided further that where such a company

also qualifies in terms of article 185(2), it is also not

required to deliver to the Registrar an auditors’ report.";

(c)

sub-article (3) thereof shall be substituted by the

following new sub-article

"(3) Where the directors of a company take

advantage of any of the exemptions conferred by sub-

article (2), a declaration on the prescribed form signed by

the same directors who signed the balance sheet shall,

together with the annual accounts, be delivered to the

Registrar confirming that the company qualifies for the

exemption or exemptions.".

Article 185 of the principal Act shall be amended as

(a)

in sub-article (1) thereof the words "the limits of two

of the three" shall be substituted by the words "the limits of at

least two of the three" and the word "turnover" shall be

substituted by the words "net turnover";

(b) in sub-article (2) thereof the words "the limits of two

of the three" shall be substituted by the words "the limits of at

least two of the three" and the word "turnover" shall be

substituted by the words "net turnover";

(c)

sub-article (9) thereof shall be substituted by the

following new sub-article

"(9) The net turnover referred to in this article

means the amounts derived from the sale of products and

the provision of services after deducting sales rebates and

value added tax and other taxes directly linked to

turnover.".

In sub-article (3) of article 191 of the principal Act the

words "apply to such a partnership." shall be substituted by the words

"apply to such a partnership, provided that the provisions of article

184 shall not apply to partnerships governed by this article.".

In paragraph (f) of sub-article (3) of article 193 of the

principal Act the words "on or after 1st January, 1995." shall be

substituted by the words "on or after 1st January 1995;" and

immediately thereafter there shall be added the following new

paragraph

"(g) the revaluation reserve unless it represents a gain

actually realised.".

Paragraph (b) of sub-article (2) of article 197 of the

principal Act shall be substituted by the following new paragraph

"(b)

provisions; and".

Article 211 of the principal Act shall be substituted by the Substitution of

following new article

Act.

211. (1) A private company shall not be required

to comply with certain provisions in accordance with this

Act if the conditions mentioned in sub-article (2) are

contained in its memorandum or articles.

(2) The conditions required by sub-article (1) are

(a)

that the number of persons holding

debentures of the company is not more than fifty

(50); and

(b) that no body corporate is a director of

the company, and neither the company nor any of

the directors is party to an arrangement whereby the

policy of the company is capable of being

determined by persons other than the directors,

members or debenture holders thereof.

(3) Companies referred to in sub-article (1) shall

not be required to comply with the requirements of

articles 138(7) and 144(1)(a), and the provisos to article

183(2) shall apply.

(4) A sole director of a company referred to in

sub-article (1) shall be entitled to hold office as a

company secretary of the said company during his

directorship.

(5) Where a company referred to in sub-article (1)

has only one director, any requirement of this Act that

two directors of a company shall act, shall be interpreted

in relation to such company as requiring one director to

act.".

Article 213 of the principal Act shall be amended as Amendment of

Act.

(a)

sub-article (7) thereof shall be substituted by the

following new sub-article

"(7) A private company may be relieved from

complying with certain provisions in accordance with this

Act if, after having effected compliance with the

conditions established in article 211, it alters its

memorandum or articles by incorporating therein all the

said conditions.";

(b) in sub-article (8) thereof the words "declaration

made by the directors" shall be substituted by the words

"declaration made by any one of the directors";

(c)

sub-article (9) thereof shall be substituted by the

following new sub-article

"(9) A company which resolves not to continue

fulfilling any of the conditions of article 211 shall revert

back to complying with all the provisions under this Act as

a private company by amending its memorandum or

articles to remove all the said conditions.".

Immediately after article 214 of the principal Act there

shall be added the following new article

214A. (1) A company which has been validly

registered for a minimum period of six months may by

an application to the Registrar be dissolved and have its

name struck off the register in accordance with this

article

Provided that the provisions of this article shall

not apply to entities regulated by any applicable law in

Malta or to public limited companies.

(2) The application for the simplified dissolution

and striking-off procedure as provided in sub-article (1)

may not be made if at any time in the six months

preceding the date of the application the company

would have

(a)

carried out any changes in its name;

or

(b) traded or otherwise carried on

business; or

(c)

employed employees other than any

person who is an officer of the company; or

(d) outstanding documents or penalties

with the Registrar which remain outstanding as at

the date of the application; or

(e)

any of its shares pledged.

(3) The application shall be made by means of

a prescribed form submitted to the Registrar for

registration, signed by the directors of the company

and shall be accompanied by a

(a) prescribed form B1;

(b) signed declaration by all directors,

contained on the prescribed form referred to in

paragraph (a) confirming that the company

(i) is not a regulated entity;

(ii) has discharged in full any

liabilities towards its creditors and, or such

liabilities have been written off by its

creditors, other than if applicable, any

outstanding fees to the company’s current

officers or current corporate service

providers and, or any loans payable to any of

the company’s shareholders;

(iii) has

no

pending

court

proceedings in, or outside of Malta;

(iv) does not have any assets in

excess of five thousand euro (€5,000);

(v) has not entered into any deeds

or contracts in the previous six months, other

than with service providers to the company;

(vi) has no outstanding amounts

due to any government authority or body;

(c)

confirmation by any of the directors

of the company that

(i) a shareholders’ resolution has

been duly adopted to approve the simplified

voluntary dissolution procedure referred to

in this article, in accordance with the

company’s memorandum and articles of

association;

(ii) all bank accounts, if any, have

been closed;

(iii) where

applicable,

an

application has been filed online for the de-

registration of the company for value added

tax purposes in Malta;

(iv) no persons are employed by the

company other than any person who is an

officer of the company.

(4) The directors are required to confirm to the

Registrar in their personal capacity, as the last

appointed officers of the company, that they shall be

retaining the details of the beneficial owners and

financial records as mandated by law or duly inform

the Registrar as to who is the designated person to

retain such information.

(5) The directors and secretary of the company

shall retain all their powers and duties under the Act

until the date of the company’s name is struck off from

the register.

(6) If the Registrar is satisfied that all the

conditions established by the foregoing sub-articles

have been complied with, he shall proceed to publish a

notice in the Gazette or on the website maintained by

the Registrar and in a daily newspaper circulating

wholly or mainly in Malta that, at the expiration of three

months from the date of the publication of the said

notice, the company’s name shall be struck off from the

register.

(7) Any interested person may, by means of an

application, request the court to order the restoration of

the company’s name on the register after it has been

struck off.

(8) Notwithstanding sub-articles (5) and (6), the

liability, if any, of every director or other officer of the

company and of every member of the company shall

subsist and may be enforced as if the name of the

company had not been struck off from the register.

(9) Any director of a company making a false

declaration shall be guilty of an offence and liable on

conviction to a fine (multa) of not more than forty-six

thousand and five hundred and eighty-seven euro

(€46,587), or to imprisonment for a term not

exceeding three years, or to both such fine and

imprisonment, and if the debts of the company are not

paid or settled in full within the period stated in the

declaration, it shall be presumed, until the contrary is

shown, that the director did not have reasonable

grounds for this opinion.".

In sub-article (4) of article 268 of the principal Act the

words "shall be guilty of an offence and liable on conviction to a fine

(multa) of not more than forty-six thousand and five hundred and

eighty-seven euro and forty-seven cents (46,587.47) or to

imprisonment for a term not exceeding three years or to both such

fine and imprisonment" shall be substituted by the words "shall be

guilty of an offence and liable on conviction to a fine (multa) of not

more than forty-six thousand and five hundred and eighty-seven euro

(€46,587), or to imprisonment for a term not exceeding three years, or

to both such fine (multa) and imprisonment".

In sub-article (2) of article 306 of the principal Act the Amendment of

words "shall be guilty of an offence and liable on conviction to a fine article

the principal

(multa) of not more than eleven thousand and six hundred and forty- Act.

six euro and eighty-seven cents (11,646.87)" shall be substituted by

the words "shall be guilty of an offence and liable on conviction to a

fine (multa) of not more than eleven thousand and six hundred and

forty-six euro (€11,646)".

In sub-article (6) of article 307 of the principal Act the Amendment of

words "shall be liable on conviction to a fine (multa) of not more than article

the principal

two hundred and thirty-two thousand and nine hundred and thirty- Act.

seven euro and thirty-four cents (232,937.34) or to imprisonment for

a term not exceeding five years or to both such fine and

imprisonment" shall be substituted by the words "shall be liable on

conviction to a fine (multa) of not more than two hundred and thirty-

two thousand and nine hundred and thirty-seven euro (€232,937), or

to imprisonment for a term not exceeding five years, or to both such

fine (multa) and imprisonment".

In sub-article (3) of article 308 of the principal Act the Amendment of

words "shall be liable on conviction to a fine (multa) of not more than article

the principal

two hundred and thirty-two thousand and nine hundred and thirty- Act.

seven euro and thirty-four cents (232,937.34) or imprisonment for a

term not exceeding five years or to both such fine and imprisonment"

shall be substituted by the words "shall be liable on conviction to a

fine (multa) of not more than two hundred and thirty-two thousand

and nine hundred and thirty-seven euro (€232,937), or imprisonment

for a term not exceeding five years, or to both such fine (multa) and

imprisonment".

In sub-article (1) of article 309 of the principal Act the Amendment of

words "he shall be guilty of an offence and shall be liable on article

the principal

conviction to a fine (multa) of not more than two hundred and thirty- Act.

two thousand and nine hundred and thirty-seven euro and thirty-four

cents (232,937.34) or to imprisonment for a term not exceeding five

years or to both such fine and imprisonment" shall be substituted by

the words "he shall be guilty of an offence and liable on conviction to

a fine (multa) of not more than two hundred and thirty-two thousand

and nine hundred and thirty-seven euro (€232,937), or to

imprisonment for a term not exceeding five years, or to both such fine

(multa) and imprisonment".

In article 311 of the principal Act the words "and shall be Amendment of

liable on conviction to a fine (multa) of not more than two hundred article

the principal

and thirty-two thousand and nine hundred and thirty-seven euro and Act.

thirty-four cents (232,937.34) or to imprisonment for a term not

exceeding five years or to both such fine and imprisonment" shall be

substituted by the words "and shall be liable on conviction to a fine

(multa) of not more than two hundred and thirty-two thousand and

nine hundred and thirty-seven euro (€232,937), or to imprisonment

for a term not exceeding five years, or to both such fine (multa) and

imprisonment".

In sub-article (1) of article 313 of the principal Act the

words "he shall be guilty of an offence and shall be liable on

conviction to a fine (multa) of not more than two hundred and thirty-

two thousand and nine hundred and thirty-seven euro and thirty-four

cents (232,937.34) or imprisonment for a term not exceeding five

years or to both such fine and imprisonment" shall be substituted by

the words "he shall be guilty of an offence and liable on conviction to

a fine (multa) of not more than two hundred and thirty-two thousand

and nine hundred and thirty-seven euro (€232,937), or imprisonment

for a term not exceeding five years, or to both such fine (multa) and

imprisonment".

In article 314 of the principal Act the words "be guilty of

an offence and liable on conviction to a fine (multa) of not more than

forty-six thousand and five hundred and eighty-seven euro and forty-

seven cents (46,587.47), or imprisonment for a term not exceeding

three years, or to both such fine and imprisonment" shall be

substituted by the words "be guilty of an offence and liable on

conviction to a fine (multa) of not more than forty-six thousand and

five hundred and eighty-seven euro (€46,587), or imprisonment for a

term not exceeding three years, or to both such fine (multa) and

imprisonment".

In sub-article (2) of article 315 of the principal Act the

words "shall be guilty of an offence and liable on conviction to a fine

(multa) of not more than two hundred and thirty-two thousand and

nine hundred and thirty-seven euro and thirty-four cents (232,937.34)

or imprisonment for a term not exceeding five years, or to both such

fine and imprisonment" shall be substituted by the words "shall be

guilty of an offence and liable on conviction to a fine (multa) of not

more than two hundred and thirty-two thousand and nine hundred and

thirty-seven euro (€232,937), or imprisonment for a term not

exceeding five years, or to both such fine (multa) and imprisonment".

In sub-article (4) of article 317 of the principal Act the

words "shall be guilty of an offence and liable on conviction to a fine

(multa) of not more than eleven thousand and six hundred and forty-

six euro and eighty-seven cents (11,646.87)" shall be substituted by

the words "shall be guilty of an offence and liable on conviction to a

fine (multa) of not more than eleven thousand and six hundred and

forty-six euro (€11,646)".

In sub-article (6) of article 320 of the principal Act the Amendment of

words "liable on conviction to a fine (multa) of not more than forty- article

the principal

six thousand and five hundred and eighty-seven euro and forty-seven Act.

cents (46,587.47) or imprisonment for a term not exceeding three

years or to both such fine and imprisonment" shall be substituted by

the words "liable on conviction to a fine (multa) of not more than

forty-six thousand and five hundred and eighty-seven euro (€46,587),

or imprisonment for a term not exceeding three years, or to both such

fine (multa) and imprisonment".

In sub-article (1) of article 322 of the principal Act the Amendment of

words "and subsequently at intervals of six months, until the winding article

the principal

up is concluded, send to the Registrar for registration" shall be Act.

substituted by the words "and subsequently at intervals of six months,

send to the Registrar for registration".

In sub-article (4) of article 325 of the principal Act the Amendment of

words "company has been restored to the register." shall be article

the principal

substituted by the words "company has been restored to the register:" Act.

and immediately thereafter there shall be added the following new

provisos

"Provided that in the event that a company’s name is

restored on the register in accordance with this sub-article, and

the Court by its decree, would have directed that the name of the

company be restored on the register for a definite period and

such definite period would be nearing expiration, and the

member or creditor of the company, or any other person who

appears before the Court and informing it that is has an interest,

would still have such an interest due to ongoing proceedings,

the said person may, jointly with the Registrar submit an

application to the Court asking for an extension of the time

period for which the company’s name is to remain restored to

the register

Provided further that the said joint application

before the Court is to be accompanied, on pain of nullity, with

documentary evidence, including the pending court case

reference number of the ongoing proceedings.".

In paragraph (b) of sub-article (8) of article 329B of the Amendment of

principal Act the words "and liable on conviction to a fine (multa) of article

the principal

not more than two hundred and thirty-two thousand and nine hundred Act.

and thirty-seven euro and thirty-four cents (232,937.34) or

imprisonment for a term not exceeding five years, or to both such fine

and imprisonment" shall be substituted by the words "and liable on

conviction to a fine (multa) of not more than two hundred and thirty-

two thousand and nine hundred and thirty-seven euro (€232,937), or

imprisonment for a term not exceeding five (5) years, or to both such

fine (multa) and imprisonment".

The second proviso to paragraph (e) of sub-article (1) of

article 401 of the principal Act shall be amended as follows

(a)

immediately after the words "Sub-article (1) of

article 36;" there shall be added the words "Article 84;";

(b) the words "In the event of any reduction, dissolution

or assignment as are referred to in article 21," shall be

substituted by the words "In the event of any appointment of a

person as a partner or an assignment of a partner’s interest as are

referred to in article 19, or of any reduction or dissolution as are

referred to in article 21,".

In article 409 of the principal Act the words "he shall be

guilty of an offence and liable on conviction to a fine (multa) of not

more than four thousand and six hundred and fifty-eight euro and

seventy-five cents (4,658.75) or imprisonment for a term not

exceeding six months or to both such fine and imprisonment" shall be

substituted by the words "he shall be guilty of an offence and liable

on conviction to a fine (multa) of not more than four thousand and six

hundred and fifty-eight euro (€4,658), or to imprisonment for a term

not exceeding six months, or to both such fine (multa) and

imprisonment".

In sub-article (3) of article 416 of the principal Act the

words "and shall be liable on conviction to a fine (multa) of not more

than forty-six thousand and five hundred and eighty-seven euro and

forty-seven cents (46,587.47) or imprisonment for a term not

exceeding three years or to both such fine and imprisonment" shall be

substituted by the words "and shall be liable on conviction to a fine

(multa) of not more than forty-six thousand and five hundred and

eighty-seven euro (€46,587), or to imprisonment for a term not

exceeding three years, or to both such fine (multa) and

imprisonment".

Article 417 of the principal Act shall be amended as

follows

(a)

in sub-article (5) thereof the words "and shall be

liable on conviction to a fine (multa) of not more than four

thousand and six hundred and fifty-eight euro and seventy-five

cents (4,658.75) or imprisonment for a term not exceeding six

months or to both such fine and imprisonment" shall be

substituted by the words "and shall be liable on conviction to a

fine (multa) of not more than four thousand and six hundred and

fifty-eight euro (€4,658), or imprisonment for a term not

exceeding six months, or to both such fine (multa) and

imprisonment";

(b) in sub-article (6) thereof the words "and shall be

liable on conviction to a fine (multa) of not more than eleven

thousand and six hundred and forty-six euro and eighty-seven

cents (11,646.87)" shall be substituted by the words "and shall

be liable on conviction to a fine (multa) of not more than eleven

thousand and six hundred and forty-six euro (€11,646)".

In sub-article (5) of article 418 of the principal Act the Amendment of

words "and liable on conviction to a fine (multa) of not more than article

the principal

eleven thousand and six hundred and forty-six euro and eighty-seven Act.

cents (11,646.87)" shall be substituted by the words "and liable on

conviction to a fine (multa) of not more than eleven thousand and six

hundred and forty-six euro (€11,646)".

In sub-article (5) of article 419 of the principal Act the Amendment of

words "and liable on conviction to a fine (multa) of not more than four article

the principal

thousand and six hundred and fifty-eight euro and seventy-five cents Act.

(4,658.75) or to imprisonment for a term not exceeding six months or

to both such fine and imprisonment" shall be substituted by the words

"and liable on conviction to a fine (multa) of not more than four

thousand and six hundred and fifty-eight euro (€4,658), or to

imprisonment for a term not exceeding six months, or to both such

fine (multa) and imprisonment".

In sub-article (2) of article 420 of the principal Act the Amendment of

words "and liable on conviction to a fine (multa) of not more than article

the principal

forty-six thousand and five hundred and eighty-seven euro and forty- Act.

seven cents (46,587.47) or imprisonment for a term not exceeding

three years or to both such fine and imprisonment" shall be

substituted by the words "and liable on conviction to a fine (multa) of

not more than forty-six thousand and five hundred and eighty-seven

euro (€46,587), or to imprisonment for a term not exceeding three

years, or to both such fine (multa) and imprisonment".

In sub-article (3) of article 421 of the principal Act the Amendment of

words "shall be liable on conviction to a fine (multa) of not more than article

the principal

forty-six thousand and five hundred and eighty-seven euro and forty- Act.

seven cents (46,587.47) or imprisonment for a term not exceeding

three years or to both such fine and imprisonment" shall be

substituted by the words "shall be liable on conviction to a fine

(multa) of not more than forty-six thousand and five hundred and

eighty-seven euro (€46,587), or to imprisonment for a term not

exceeding three years, or to both such fine (multa) and

imprisonment".

In article 422 of the principal Act the words "and liable on

conviction to a fine (multa) of not more than forty-six thousand and

five hundred and eighty-seven euro and forty-seven cents (46,587.47)

or imprisonment for a term not exceeding three years or to both such

fine and imprisonment." shall be substituted by the words "and liable

on conviction to a fine (multa) of not more than forty-six thousand

and five hundred and eighty-seven euro (€46,587), or to

imprisonment for a term not exceeding three years, or to both such

fine and imprisonment.".

Sub-article (1) of article 425 of the principal Act shall be

amended as follows

(a)

paragraph (j) thereof shall be deleted;

(b) in paragraph (q) thereof the words "as the Registrar

may deem fit." shall be substituted by the words "as the

Registrar may deem fit;";

(c)

immediately after paragraph (q) thereof, as

amended, there shall be added the following new paragraphs

"(r) prescribe regulations for the better carrying

out of any of the provisions relating to the registered office

in Malta and the electronic mail address of the company;

(s) prescribe regulations and requirements for the

formation, registration and governance of limited liability

companies consistent with this Act that are intended to

operate in specific economic sectors, in consultation with

other Ministers, as may be necessary.".

Sub-article (1) of article 431 of the principal Act shall be

amended as follows

(a)

paragraph (a) thereof shall be deleted;

(b) in paragraph (b) thereof the words "private

companies, other than offshore companies referred to in

paragraph (a), whose objects and activities are limited to the

sole purpose" shall be substituted by the words "private

companies whose objects and activities are limited to the sole

purposes".

In paragraph 4 of Part II of the First Schedule to the

principal Act the words "for the purposes of determining whether or

not the company satisfies the conditions of qualification as an exempt

company mentioned in sub-article (2) of article 211 of the Act." shall

be substituted by the words "for the purposes of determining whether

or not the company satisfies the conditions to qualify as a company

that is not required to comply with certain provisions under this Act

mentioned in article 211(2).".

In paragraph 15 of Part II of the Fourth Schedule to the Amendment of

principal Act the words "The report referred to in the provisions of the

Schedule to the

article 213B(1), (5), (6), (7) and (8)" shall be substituted by the words principal Act.

"The report referred to in the provisions of article 213B(1), (2), (5),

(6), (7) and (8)".

The Sixth Schedule to the principal Act shall be amended Amendment of

the Sixth

as follows

Schedule to the

principal Act.

(a)

in sub-paragraph (e) of paragraph 1 thereof the

words "of the company." shall be substituted by the words "of

the company;" and immediately thereafter there shall be added

the following new sub-paragraph

"(f) in relation to the undertaking’s use of

financial instruments and where material for the

assessment of its assets, liabilities, financial position and

profit or loss

(i) the

undertaking’s

financial

risk

management objectives and policies, including its

policy for hedging each major type of forecasted

transaction for which hedge accounting is used;

and

(ii) the undertaking’s exposure to price risk,

credit risk, liquidity risk and cash flow risk.";

(b)

sub-paragraph (e) of paragraph 3 thereof shall be

deleted;

(c)

in paragraph 7 thereof the words "consolidated

management report" shall be substituted by the words

"consolidated directors’ report".

The Eleventh Schedule to the principal Act shall be Substitution of

the Eleventh

substituted by the following new Schedule

Schedule to the

principal Act.

"ELEVENTH SCHEDULE

(article 427)

ADMINISTRATIVE PENALTIES

Daily

Article

Default

Penalty

penalty

6(9)

Failure to indicate particulars concerning

commercial partnership on business letters, etc.;

and officer of commercial partnership failing to

state capacity in which he signs a document on

behalf of the commercial partnership

€465

None

6(10)

Liquidator failing to include statement on

business letters, etc., that commercial partnership

is being wound up or failing to include names of

liquidators of company being wound up

€465

None

7A(4)

Failure of partner of partnership en nom collectif

to comply with article 7A(2) and (3)

€465

€23

Any person who knowingly makes use of a name

falsely implying the existence of a partnership

€2,329

None

19(4)

Partners failing to give notice that a person

becomes or has ceased to be a partner of a

partnership

€465

€23

26(2)

Partners failing to keep accounting records for

ten (10) years

€1,164

None

Failure to comply with the requirements of

articles 36 and 37(3)

€465

€23

50(2)

Failure to inform the Registrar where a person

has been elected to keep the accounting records

and the documents of the partnership, or where

the partners have failed to elect such a person

within fourteen days

€465

None

50(3)

Failure of liquidator or elected person to keep

accounting records and documents of partnership

for the prescribed period

€1,164

None

50(5)

Failure of heirs of elected person to deliver

accounting records and documents of partnership

to the Registrar within six months

€465

None

51A(4)

Failure of partner of partnership en nom

commandite or limited partnership to comply

with article 51A(2) and (3)

€465

€23

Daily

Article

Default

Penalty

penalty

66(6)

Failure of partner vested with administration

or representation to deliver a copy of any

documents altering or adding to the deed of

partnership of a partnership en commandite or

limited partnership the capital of which is

divided into shares to the Registrar or failure

to deliver amended deed of partnership

€465

€23

70(6)

Trading or carrying on business under certain

prohibited names

€465

€23

74(2)

Failure of company to deliver to Registrar

report of transfer of non-cash asset from

subscriber or member

€1,164

None

79(5)

Failure of officer to deliver a copy of any

resolution altering or adding to a company’s

memorandum or articles to the Registrar or

failure to deliver amended memorandum or

articles

€465

€23

85(4)

Failure to comply with sub-articles (1) to (3) of

article 85

€465

€23

88(11)

Failure to comply with sub-articles (6) or (8) of

article 88

€465

€23

Breach of article 89 in respect of the obligation to

issue a prospectus or for the issue of a form of

application for shares or debentures

€2,329

None

93(2)

Issue of a prospectus before registration thereof

€2,329

€46

96A(2)

Failure of officers to provide Registrar with

notice that the company issued an offer of

securities to the public in a third country

€500

€25

97(5)

Failure of company and its officers to keep in a

separate account money received from applicants

in pursuance of a prospectus

€2,329

€46

103(2)

Failure to comply with article 103(1)

€465

€23

104(3)

Failure of directors to convene a general meeting

in case of serious loss of capital

€465

€23

106(2)

Failure of officers of company to provide

Registrar with copy of resolution for company to

acquire its own shares otherwise than by

subscription

€465

€23

113(4)

Failure of officer to disclose commissions,

discounts or allowance on issue of shares

€465

€23

115(6)

Failure of officers to provide Registrar with

notice of redemption of preference shares

€465

€23

119(6)

Failure to comply with sub-articles (2) and (5) of

article 119

€465

€23

Default

Penalty

Failure of officers of company to comply with

provisions with regard the issuance of share

certificates

€465

Failure of officers of company to comply with

provisions with regard to the register of members €465

Failure of officers of company to keep proper

register of debentures

€465

Failure of officers of company to hold annual

general meeting

€2,329

Failure of officers of company to give notice to

members of right to vote by proxy at a meeting of

the company

€465.87

Officer of company breaching further provisions

as to votes by proxy at meetings of the company

€465

Failure to appoint a company secretary

€465

Director failing to disclose interest in a contract

or a proposed contract

€2,329

Officers of company failing to send a return as to

change in directors, or secretary or representation €465

Officers of company failing to take minutes of

general meetings and all proceedings at a

director’s meeting and to keep minute book at

registered office

€1,164

Officers of company failing to give notice to

Registrar of default in appointment of auditors

€465

Officer and auditors of subsidiary undertaking

failing to give information to auditors of parent

company

€465

Officers of parent company failing to provide

auditors with information concerning overseas

subsidiary

€465

Officers of company failing to give notice to

Registrar of resolution removing an auditor

€465

Officers of company failing to give notice to

Registrar of resignation of an auditor

€2,329

Directors failing to take reasonable steps to

convene a meeting requisitioned by a resigning

auditor

€2,329

Auditor failing to comply with requirements of

article 161 upon ceasing to hold office

€1,164

Officers of company failing to comply with

article 161 upon an auditor’s ceasing to hold

office

€1,164

Daily

Article

Default

Penalty

penalty

163(7)

Officers failing to keep accounting records for

ten years

€1,164

None

176(4)

Directors approving annual accounts which do

not comply with the provisions of this Act

€2,329

None

176(5)

Officers of company issuing or delivering to

Registrar annual accounts not duly signed

€465

None

177(4)

Directors failing to comply with requirements as

to Directors’ report

€1,164

None

178(4)

Officer circulating, filing or delivering to the

Registrar unsigned directors’ report

€1,164

None

179(7)

Officers of company failing to state names of

auditors on auditors’ report

€465

None

180(4)

Company and its officers failing to send copies of

annual accounts to persons entitled to receive

such copies

€1,164

None

180(6)

Officers of company failing to provide document

on demand by person entitled to it

€465

€23

181(3)

Directors failing to lay annual accounts or laying

annual accounts that do not comply with this Act

before a general meeting

€2,329

€46

183(6)

Directors failing to deliver or delivering defective

annual accounts, etc., to Registrar

€2,329

€46

184(3)

Officers of company failing to file annual return

€2,329

€46

209(2)

Officers of private company offering shares or

debentures for sale to the public, or allotting or

209(3)

agreeing to allot any shares in or debentures of

the company, or allowing any equity securities of

the company to be admitted to listing or trading

€2,329

None

212(6)

Officers of company failing to deliver notice to

Registrar of becoming or ceasing to be a single

member company

€465

€23

212(9)

The single member failing to record in writing all

agreements between him and the company

€1,164

None

226(6)

Persons breaching article 226 on preparation of

statement to official receiver as to affairs of

company ordered by court to carry out winding

up

€2,329

€46

265(2)

Officers of company failing to deliver to the

Registrar notice of resolution for dissolution and

voluntary winding up

€465

€23

270(4)

Directors failing to summon general meeting or

failing to apply to the court for appointment of a

liquidator

€2,329

€46

Daily

Article

Default

Penalty

penalty

272(2)

Liquidator failing to summon meeting of

creditors where a company is unable to pay debts

€2,329

None

273(2)

Liquidator failing to hold a general meeting

where winding up continues for more than twelve

months

€1,164

None

274(2)

Liquidator failing to provide Registrar with copy

of the winding up account or a return of the

general meeting on members’ voluntary winding

up

€465

€23

274(3)

Liquidator failing to call final meeting in

members’ voluntary winding up

€465

None

278(6)

Directors failing to comply with requirements as

to creditors meeting following resolution for

dissolution and voluntary winding up

€2,329

None

279(3)

Failure of directors to apply to the court to

appoint liquidator

€2,329

€46

283(2)

Liquidator failing to summon meetings of

company and of creditors where winding up

continues for more than twelve months

€465

None

284(2)

Liquidator failing to provide Registrar with copy

of winding up account or a return of the company

and creditors’ meetings on a creditors’ voluntary

winding up

€465

€23

284(3)

Liquidator failing to call general meeting or

creditors’ meeting on creditors’ voluntary

winding up

€1,164

None

290(2)

Liquidator failing to notify Registrar of his

appointment

€465

€23

322(2)

Liquidator failing to comply with periodic

reporting requirements

€1,164

€34

324(3)

Liquidator failing to keep accounts, accounting

records and documents of the company during

the period specified

€1,164

None

327(4)

Officer failing to annex to memorandum copy of

court’s order, compromise or arrangement

€465

€23

328(6)

Company and officers failing to comply with the

requirements of article 328

€2,329

None

328(7)

Director of the company failing to give notice to

the company and to any debenture holder of such

matters relating to himself as may be necessary

for the purposes of article 328

€2,329

None

329(5)

Failure to deliver copy of court order for the

sanctioning of a compromise or arrangement to

the Registrar

€465

€23

Article

Default

Penalty

Officer or agent of oversea company failing to

comply with provisions as to registration or

returns of oversea company

€465

399A(1) L i q u i d a t o r, o ff i c e r o r a g e n t o f o v e r s e a

company failing to give notice to Registrar of

winding-up of oversea company or closure of

branch or place of business

€465

399A(2) Liquidator of oversea company failing to

notify Registrar of his appointment

€465

".

Passed by the House of Representatives at Sitting No. 364 of the 7th

July, 2025.

ANĠLU FARRUGIA

Speaker

ELEANOR SCERRI

Clerk of the House of Representatives

€2.79