COMPANIES ACT (AGRICULTURAL COMPANIES) REGULATIONS (agriculturalcompanies)

SUBSIDIARY LEGISLATION 386.30

COMPANIES ACT (AGRICULTURAL COMPANIES)

REGULATIONS

26th December, 2025

LEGAL NOTICE 307 of 2025.

PART I – PRELIMINARY

(1)

The title of these regulations is the Companies Act

(Agricultural Companies) Regulations.

(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

(d) .......................was

year

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.".

(1)

In these regulations, unless the context otherwise

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 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, and the fulfilment of the requirements set out in Part II and Part

III of these regulations, the Registrar shall certify under his hand that

the 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

regulation 7 may only be made following the approval or authorisation

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

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

accordance with these regulations shall submit to the Registrar for

registration its annual accounts and annual returns in accordance with

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

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

mutandis.

(1)

In addition to the obligations emanating from the

Act and the Companies Act (Register of Beneficial Owners)

Regulations 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

(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

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

company is not being generated from agricultural activity or the

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

regulations, agricultural companies formed and registered under these

regulations shall for all other purposes not provided for under these

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

regulations issued thereunder.