Companies Act (Agricultural Companies) Regulations, 2025

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 21,564, 26 ta’ Diċembru, 2025

Taqsima B

L.N. 307 of 2025

COMPANIES ACT

(CAP. 386)

Companies Act (Agricultural Companies) Regulations, 2025

IN EXERCISE of the powers conferred by article 425(1)(s) of

the Companies Act, the Minister responsible for the registration of

commercial partnerships, has made the following regulations:-

PART I – PRELIMINARY

(1) The title of these regulations is the Companies Act Citation and

applicability.

(Agricultural Companies) Regulations, 2025.

(2) An agricultural company formed and registered under the

Act prior to the coming into force of these regulations may elect to be

governed by these regulations by filing a notice in the form set out in

the Schedule, within three (3) months from the coming into force of

these regulations.

(3) An agricultural company which elects to be governed by

these regulations in terms of sub-regulation (2) shall be bound to

comply with the provisions of these regulations within six (6) months

from the coming into force of these regulations and upon such

compliance the Registrar shall issue a certificate of registration.

(regulations 1(2) and 15(1))

" Companies Act (Agricultural Companies) Regulations

Notice that a company shall be governed by the Companies Act (Agricultural

Companies) Regulations

Form AC(1)

Pursuant to regulation 1(2)

Reg. No. of Company <No of Company>

Name of Company <Name of Company>

Delivered By<Delivered By>

To the Registrar of Companies

(a) <Name of Company> hereby gives notice in accordance with

regulation 1(3) of the Companies Act (Agricultural Companies) Regulations,

that with effect from <Day> of <Month> of the year <Year>, it shall be

governed by the Companies Act (Agricultural Companies) Regulations.

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

<Name>

Director/Secretary/Manager *

Dated this <Day> of <Month> of the year <Year>.

This form must be completed in typed form.

(a) State company name.

*

Delete as necessary.

Companies Act (Agricultural Companies) Regulations

Declaration on Source of Income in terms of regulation 15(1)

Form AC(2)

Pursuant to regulation 15(1)

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

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

To the Registrar of Companies

I/We (a) ............................................................being director/s of

(b)

....................................................................................hereby confirm, in

accordance with regulation 15(1) of the Companies Act (Agricultural

Companies) Regulations that

(c) ................................. of the income of the Company for the year

(d)

.......................was derived from revenue from agricultural activity and the

remaining percentage of (e)..................................was generated from

ancillary agricultural activity.

Signatures.................................

Director/s’ names

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

This form must be completed in typed form.

(a)

Indicate the names of the directors who are signing the form, who must

be at least two (2) in number provided that the signature of one (1) director shall be

sufficient in cases where the Board is composed of only one (1) director.

(b)

State the company name.

(c)

State the percentage of income derived from agricultural activity

(Please note that at least fifty-one percent (51%) of the company’s revenue must be

generated from agricultural activity and the remaining percentage from ancillary

agricultural activity.)

(d)

Indicate the year (This declaration is to be delivered annually)

(e)

Insert percentage

The form must be signed by at least two (2) directors, provided that the

signature of one (1) director shall be sufficient in cases where the Board is composed

of only one (1) director. ".

€0.45

(1)

In these regulations, unless the context otherwise Interpretation.

requires

"Act" means the Companies Act;

"agricultural activity" shall have the same meaning

assigned to it under the Agriculture Act;

"agricultural company" means a private limited liability

company as referred to in the Act and which carries out an

agricultural activity;

"ancillary agricultural activities" means commercial

activities that are related directly to the agricultural activity with

the aim of adding value to the local agricultural produce derived

from the agricultural activity;

"certificate of registration" when used in relation to a

company, means a certificate of registration issued under these

regulations and the words "registration", "registered" and their

derivatives shall be construed accordingly;

"company" means an agricultural company registered or to

be registered under these regulations;

"Directorate" means the Agriculture Directorate established

in accordance with the Agriculture Act and includes the Director

or any authorised body or person acting on the Directorate’s

behalf in accordance with the powers delegated by the

Directorate under the said Agriculture Act;

"local agricultural produce" means agricultural produce

which is cultivated or grown in Malta, and shall include products

derived directly from such local agricultural or animal husbandry

produce;

"Registrar" means the Registrar of Companies in

accordance with article 2(1) of the Act.

(2) Unless the context otherwise requires, words and phrases

used in these regulations which are not herein defined, shall have the

same meaning assigned to them in the Act.

PART II – PREREQUISITES

An organisation shall qualify as an agricultural company in

accordance with these regulations if the company generates at least

fifty-one percent (51%) of its revenue from agricultural activity and

the remaining percentage from ancillary agricultural activity

Provided that income generated from renewable energy

initiatives and in hindrance of the output of the agricultural activity

shall not be considered as income from agricultural activity or

ancillary thereto

Provided further that the Registrar shall consult with and

receive clearance from the relevant authorities prior to registering an

agricultural company.

A company shall not be validly constituted under these

regulations unless the provisions of Parts II and III of these regulations

are complied with.

Without prejudice to article 77(3) of the Act, the objects of

a company shall be limited to the carrying out of one (1) or more

agricultural activities

Provided that the objects of a company may also include

activities which are ancillary to the carrying out of such agricultural

activities.

Article 72 of the Act shall apply to companies formed and Minimum share

capital.

registered in accordance with these regulations

Provided that the minimum paid up share capital on the

formation of the company shall be fifteen percent (15%).

On the registration of the memorandum and articles, if any, Duty of the

and the fulfilment of the requirements set out in Part II and Part III of Registrar

effects of

these regulations, the Registrar shall certify under his hand that the registration.

company is registered in accordance with these regulations, and the

company shall come into existence and shall be authorised to

commence business as from the date of registration, which date shall

be indicated in the certificate of registration.

PART III – FORMATION

(1) The registration of a company in accordance with Approval of

regulation 7 may only be made following the approval or authorisation Directorate.

in writing by the Directorate upon request made by the proposed

subscribers of the company.

(2) The request referred to in sub-regulation (1) shall be

accompanied by a business plan of the company in respect of its first

five (5) years of operation indicating at the least the following

particulars

(a) the agricultural activities that are proposed to be

carried out by the company;

(b) the parcels of land and the list of the identification

number of the livestock, as may be applicable, that the company

shall be using for the agricultural activity.

(c) the premises from which such agricultural activities

shall be carried out;

(d) financial forecasts for the first two (2) years of

operation, ensuring that the turnover classifies the company in

accordance with regulation 3(3)(b) of the Categorisation of S.L. 639.10.

Farmers Regulations;

(e) the number of employees, if any, proposed to be

employed by the company.

(3)

The Directorate shall review any such request and issue its

approval or otherwise within two (2) months from the receipt thereof.

(4) The Registrar shall not register a company in accordance

with these regulations unless an approval from the Directorate under

this regulation is duly obtained.

A minimum of fifty-one percent (51%) of the issued shares

carrying voting rights shall be held by an individual or individuals who

are registered as farmers with the Directorate in accordance with

regulation 13 of the Nitrates Action Programme Regulations.

A minimum of one (1) director shall be an individual

registered as a farmer with the Directorate in accordance with regulation

13 of the Nitrates Action Programme Regulations.

(1) Any resolution, decision or action of the company

which is contrary to any requirement under this Part shall be null and

void.

(2) The Registrar shall refuse to register any changes to the

company’s share capital or any changes to the company’s board of

directors, or any other document required to be delivered to the

Registrar for registration in cases where an agricultural company no

longer meets the requirements stipulated by this Part.

(1) Without prejudice to any provisions of the Act in

relation to the formation of a new company, there shall be delivered to

the Registrar of Companies at least the following documents

(a) the approval of the Directorate in terms of regulation

8;

(b) evidence of the member’s and director’s registration

in terms of regulations 9 and 10.

(2) The Registrar may request any other document or

information which he may deem necessary in order to ensure that the

provisions of these regulations are complied with.

Without prejudice to regulation 11, any company registered

under the Act which could not have availed itself of the option under

regulation 1(2), may be registered as a company in accordance with

these regulations provided that it fulfils the following requirements

(a)

it complies with regulations 8, 9 and 10;

(b) an extraordinary resolution is passed, resolving to

convert the company from being registered under the Act to an

agricultural company registered under these regulations;

(c)

within fourteen (14) days from the date of the

passing of the extraordinary resolution referred to in paragraph

(b) it delivers to the Registrar for registration

(i) a certified copy of such extraordinary resolution

as referred to in paragraph (b);

(ii) without prejudice to article 79 of the Act, a

memorandum and articles of association which fulfils the

requirement of regulation 4; and

(iii) a declaration signed by at least one (1) director

of the company, confirming that the provisions of these

regulations have been complied with.

PART IV – OBLIGATIONS

An agricultural company formed and registered in Copies of

accordance with these regulations shall submit to the Registrar for documentation

to be provided

registration its annual accounts and annual returns in accordance with to the Registrar.

articles 183 and 184 of the Act and the beneficial ownership

information in accordance with the provisions of the Companies Act

(Register of Beneficial Owners) Regulations

Provided that in the case of default in complying with the

aforementioned provisions of the Act and the Companies Act (Register S.L. 386.19.

of Beneficial Owners) Regulations, the administrative penalties

established under the Act and the Companies Act (Register of

Beneficial Owners) Regulations, and the provisions under articles

401(3) to (17) and 427 of the Act, and regulation 15 of the Companies

Act (Register of Beneficial Owners) Regulations, shall apply mutatis S.L. 386.19.

mutandis.

(1) In addition to the obligations emanating from the Act Declaration on

and the Companies Act (Register of Beneficial Owners) Regulations income.

the company shall together with the annual accounts be obliged to

deliver to the Registrar for registration a declaration, in the form set

out in the Schedule, that the principal income of the company, to the

amount of at least fifty-one percent (51%) of its revenue, is generated

from agricultural activity and the remaining percentage from ancillary

agricultural activity

Provided that if the annual accounts are delivered without the

aforementioned declaration, the Registrar shall refuse to register such

annual accounts and for the purposes of regulation 14, the said annual

accounts shall not be deemed to be submitted to the Registrar.

(2)

Any director of a company making a declaration in

accordance with this regulation without having reasonable grounds for

the opinion that the company has at least fifty-one percent (51%) of its

revenue generated from agricultural activity and the remaining

percentage from ancillary agricultural activity, shall be guilty of an

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

thousand euro (€50,000), or to imprisonment for a term not exceeding

three (3) years, or to both such fine and imprisonment.

An agricultural company may, if it ceases to generate at

least fifty-one percent (51%) of its revenue from agricultural activity

and the remaining percentage from ancillary agricultural activity, be

dissolved by extraordinary resolution and consequently wound up

voluntarily or by an application to the Registrar for a simplified

dissolution in terms of article 214A of the Act.

(1) In the case that an agriculture company ceases to

generate at least fifty-one percent (51%) of its revenue from

agricultural activity or to generate the remaining percentage from

ancillary agricultural activity, the Directorate shall order that such

agricultural company be struck off from the register of commercial

partnerships held by the Registrar.

(2) Prior to the issuance of any such order referred to in sub-

regulation (1) the Directorate shall give a one (1) month notice in

writing to the officers of the company and to its registered office

specifying that unless the cause for striking off is remedied within the

one (1) month period, the Directorate shall proceed to issue such order

as mentioned in sub-regulation (1). The Directorate shall specify in the

notice the reason for the striking off and the date on which the one (1)

month notice period shall lapse.

(3) Upon the issuance of any notice in terms of sub-regulation

(2), the Registrar shall publish a notice thereof on his online portal,

which shall also contain the date on which the one (1) month notice

period referred to in sub-regulation (2) shall lapse.

(4) Upon the lapse of the said one (1) month period, the

Directorate shall issue the order indicated in sub-regulation (1). The

Registrar shall proceed to publish such order on his online portal and

shall issue a notice stipulating that the Registrar shall proceed with

striking off the name of the company from the register in terms of sub-

regulation (1).

(5) The notice of striking off published by the Registrar shall

indicate the date on which the company’s name is deemed to be struck

off the register and the reason according to law for such striking off.

(1)

The Directorate shall have the power to

Directorate’s

power for

inspection.

(a) verify that the registered office address of the

agricultural company is truly existent and valid;

(b) carry out on-site inspections on agricultural

companies to verify that the shareholders and, or beneficial

owners are those disclosed to the Registrar;

(c) carry out on-site inspections on agricultural

companies to verify that at least fifty-one percent (51%) of the

agricultural company’s revenue is generated from agricultural

activity and the remaining percentage from ancillary agricultural

activity.

(2) In order to carry out such on-site inspections, the

Directorate, or any person so delegated by him shall, in accordance

with data protection requirements, have the right to reasonable access

and entry to the premises of any agricultural company registered in

Malta, and access to any relevant documentation or any other

information relating or pertaining to information on the activity of any

such agricultural company. The officers of the company shall assist

and shall collaborate with the Directorate in order to enable it to

discharge its functions under these regulations, and shall collate and

transmit without any undue delay such information and documentation

as the Directorate may reasonably request from time to time. The

Directorate may also keep copies of any documents furnished or

provided to it under this regulation.

If through on-site inspections, it results to the Directorate Directorate’s

that at least fifty-one percent (51%) of the revenue of the agricultural subsequent

order for

company is not being generated from agricultural activity or the striking-off.

remaining percentage is not being generated from ancillary

agricultural activity, then the Directorate shall initiate the procedure

stipulated in regulation 17.

PART V – MISCELLANEOUS

Without prejudice to the provisions as contained in these Applicability of

regulations, agricultural companies formed and registered under these the

subsidiary

regulations shall for all other purposes not provided for under these legislation

thereunder.

regulations, continue to be subject to the provisions of the Act and any

regulations issued thereunder.