Companies Act (Forms) (Amendment No. 2) Regulations, 2025

L.N. 287 of 2025

COMPANIES ACT

(CAP. 386)

Companies Act (Forms) (Amendment No. 2) Regulations, 2025

IN EXERCISE of the powers conferred by article 425 of the

Companies Act, the Minister responsible for the registration of

commercial partnerships, has made the following regulations:-

The title of these regulations is the Companies Act (Forms) Citation.

(Amendment No. 2) Regulations, 2025 and these regulations shall be

read and construed as one with the Companies Act (Forms) S.L. 386.01.

Regulations, hereinafter referred to as the "principal regulations".

The Schedule to the principal regulations shall be amended Amends the

Schedule to the

as follows

principal

regulations.

(a) Form A thereof shall be substituted by the following

new Form

"Form A

Partnership Reg. No. ………………….

COMPANIES ACT

(CAP. 386)

Notice of appointment of a partner pursuant to article 19(3)/article 52 in respect of

partnerships en nom collectif and en commandite

Name of Partnership ………………………...............

Delivered by …………………………………………….

To the Registrar of Companies

(a) ……………………………………..hereby gives notice in accordance with

article 19(3)/article 52 (*) of the Companies Act that (b) …………………………has

been appointed Partner/General Partner/Limited Partner(*) of the above-mentioned

partnership and that his/her/its interest (*) in the partnership amounts to (c)

................... , with effect from (d) ...................

Signature………………

<Name>

Partner/s / General Partner/s / Limited Partner/s (e)(*)

Dated this ………… day of ……………… of the year …..

This form must be completed in typed form.

(a)

State partnership name

(b)

State name, address and identification details of the partner

(c)

State the interest (contribution) amount in figures

(d)

State the effective date (day/month/year) of appointment of partner

(e)

If more than one partner has the administration or representation of the

partnership, each one of them must sign

(*) Delete as necessary.";

(b)

Form A1 thereof shall be substituted by the

following new Form

"Form A1

Partnership Reg. No. ………………….

COMPANIES ACT

(CAP. 386)

Notice of cessation to be a partner pursuant to article 19(3)/article 52 in respect of

partnerships en nom collectif and en commandite

Name of Partnership ………………………..................

Delivered by …………………………………………….

To the Registrar of Companies

(a) ……………………………………..hereby gives notice in accordance with

article 19(3)/article 52 (*) of the Companies Act that (b) …………………………has

ceased to be a Partner/ General Partner/Limited Partner (*) of the above-mentioned

partnership, with effect from (c)...................................................

Signature………………

<Name >

Partner/General Partner/s / Limited Partner/s (d)(*)

Dated this ………… day of ……………… of the year …..

This form must be completed in typed form.

(a)

State partnership name

(b)

State name, address and identification details of the partner

(c)

State the effective date (day/month/year) of cessation of partner

(d)

If more than one partner has the administration or representation of the

partnership, each one of them must sign

(*)

Delete as necessary.";

(c) Form B(1) thereof shall be substituted by the

following new Form

"Form B1

Reg. No. of Company ……………………….

COMPANIES ACT

(CAP. 386)

Notice of a resolution for dissolution

Pursuant to Article 214A(3)(a)

Name of Company...............................

Delivered by..........................................

To the Registrar of Companies

(a)…………………………………….hereby gives notice in accordance with

Article 214A(3)(a) of the Companies Act, that it has passed an extraordinary

resolution dated (b).....................................................authorising the directors to

approve the filing of an application in terms of Article 214A (3) of the Companies

Act and that the shareholders are fully aware that the Company will be put into

dissolution upon the registration of the mentioned application with the Registrar.

Signature.........................................

<Name>

Director/Secretary(*)

Dated this ………… day of ……………… of the year …..

This form must be completed in typed form.

(a)

Insert company name

(b)

Insert date of resolution (day/month//year)

(*) Delete as necessary.";

(d) immediately after Form B(1) thereof as substituted,

there shall be added the following new Form

"Form B1(A)

Reg No. of Company...........................

COMPANIES ACT

(CAP. 386)

Notice of a resolution for dissolution and consequential voluntary winding up

Pursuant to Article 265(1)

Name of Company................................................................

Delivered by............................................................................

To the Registrar of Companies

(a)......................................hereby gives notice in accordance with article 265

(1) of the Companies Act that it has passed an extraordinary resolution dated

(b).............................................for

its

dissolution

on

the

(c)............................................and consequential voluntary winding up. A

declaration in accordance with Article 268(1) of the Companies Act has/has not been

made by the directors.

Signature..................................

<Name>

Director/ Secretary (*)

Dated this .........................day of .....................of the year................

This form must be completed in typed form.

(a)

State the company name

(b)

State the date of the resolution (day/month/year)

(c)

State the date of dissolution (day/month/year)

(*)

Delete as applicable.

(e) immediately after Form B(2) thereof, there shall be

added the following new Forms

"Form B(3)

Reg. No. of Company ……………………………

COMPANIES ACT

(CAP. 386)

Application for simplified dissolution procedure

Pursuant to Article 214A (3)(b) and (4)

Name of Company ..............................................

Delivered by ........................................................

To the Registrar of Companies

The Company (a) ..................................................................... is hereby

submitting an application in accordance with Article 214A (3)(b) and (4) of the

Companies Act for it to be dissolved and have its name struck off the register.

1. I/We(*) ....................................................... (b) in my/our (*) capacity

as the sole director/ the directors (*) of the company (c)

................................................................. bearing company registration number (d)

.......................................................... (the "Company") further declare that, in the six

(6) months preceding the date of this application, the company

(a)

has not carried out any changes in its name; or

(b)

has not traded or otherwise carried on business; or

(c)

has not employed employees other than any person who is an officer of

the company; or

(d)

does not have any outstanding documents or penalties with the

Registrar, which remain outstanding as at the date of the application; or

(e)

did not have pledged any of its shares .

2. I/we (*) hereby declare, that the Company

(i)

is not regulated under any other applicable law in Malta; and

(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; and

(iii)

has no pending court proceedings in, or outside of Malta; and

(iv)

does not have any assets in excess of five thousand euro (€5,000); and

(v)

has not entered into any deeds or contracts in the previous six (6)

months, other than with service providers to the company; and

(vi)

has no outstanding amounts due to any government authority or body.

I/we(*) confirm in my/our (*) personal capacity as the last appointed

officer/s (*) of the company, that I am/we are (*) retaining the details of the

beneficial owners and financial records of the Company as required by law/

that................................................. (e) is the designated person to retain the details of

the beneficial owners and financial records of the Company as required by law. (*)

Signature (f) .........................................................

<Name>

Director/s (g)

Dated this ............ day of ................ of the year ........................

This form must be completed in typed form.

(a)

Insert company name

(b)

Insert full name and surname of director/s

(c)

Re-insert company name

(d)

Insert company registration number

(e)

Insert full name and surname of designated person

(f)

Signatures of all directors of the company

(g)

Insert full name and surname of the director/s

(*)

Delete as applicable.";

Form B(4)

Reg. No. of Company ……………………………

COMPANIES ACT

(CAP. 386)

Director’s declaration

Pursuant to article 214A(3)(c)

Name of Company ....................................................

Delivered by ...............................................................

To the Registrar of Companies

I/We (*) _________________________(a) in my/our (*) capacity as the sole

director/ the directors (*) of the company hereby confirm, in terms of paragraph (c) of

sub-article (3) of article 214A of the Companies Act that

(a)

a shareholders’ resolution has been duly adopted to approve the

simplified voluntary dissolution procedure, in accordance with the company’s

memorandum and articles of association; and

(b)

all bank accounts have been closed/the company did not have bank

accounts (*) ; and

(c)

an application has been filed online for the de-registration of the

company for value added tax purposes in Malta/the company is not registered for

value added tax purposes in Malta; and

(d)

the company has no employed person/s, other than any person who is

an officer of the company.

Signature .........................................................

<Name>

Director(s)

Dated this.......... day of..........................of the year ...............

This form must be completed in typed form.

(a) Insert full name and surname

(*) Delete as necessary.";

(f) Form Q thereof shall be substituted by the following

new Form

"Form Q

No. of Company ...................................

COMPANIES ACT

(CAP. 386)

Notification of change in the registered office and/or electronic mail address of a

Company

Pursuant to Article 79(2)

Name of Company .............................

Delivered by........................................

To the Registrar of Companies

(a)............................................................................... hereby gives notice in

accordance with Article 79(2) of the Companies Act that the Company has changed

(*)

to

its

registered

office

and/or

electronic

mail

address

(b)......................................................, with effect from (c)....................................

Name and signature: ......................................................

Director/Secretary (*)

Dated this.....................day of......................of the year.........................

This form must be completed in typed form.

(a)

State Company name

(b)

State updated registered office address and / or electronic mail address

(c)

State the effective date of change (day/month/year)

(*)

Delete as necessary.".

€0.72