Malta’s Companies Act was amended in 2025 to introduce a new Simplified Dissolution Procedure (often discussed in practice as a simplified liquidation / fast-track winding-up). The aim is to give inactive, solvent, low-risk companies a quicker and less costly route to be dissolved and struck off the Malta Business Registry (MBR), without going through a full members’ voluntary winding up with a liquidator.
What the procedure is (and what it is not)
Under the simplified procedure, an eligible company can apply directly to the Registrar to be dissolved and struck off without appointing a liquidator, provided strict statutory conditions are met and declarations are made by directors.
This is materially different from a Members’ Voluntary Winding Up, where a solvent company typically appoints a liquidator, files a Declaration of Solvency, and follows a more involved process.
When it applies (typical use-cases)
The simplified procedure is designed for companies that are essentially “clean shells,” such as:
- Companies that never traded, or ceased trading and have remained inactive.
- Dormant SPVs or group entities kept open for historical reasons but no longer needed.
- Companies with minimal assets and no outstanding liabilities, particularly where the cost and time of a full liquidation is disproportionate.
It is generally positioned as a practical alternative to a traditional voluntary winding up, which can be lengthy and administratively heavy.
Eligibility and requirements
While the detailed conditions sit in the Companies Act and related forms, the eligibility is commonly described as a strict checklist. In broad terms (and subject to professional advice for your facts), the company should be inactive, solvent, unregulated, and meet specific “last 6 months” conditions.
Company type and basic eligibility
Commonly cited baseline requirements include:
- Registered for at least 6 months.
- Not a public company.
- Not a regulated entity.
“No activity / clean profile” conditions (typically tested over the prior 6 months)
Directors must generally confirm that, during the six months before the application, the company has:
- Not traded / not carried out business.
- Not changed its name.
- Had no employees (other than officers such as directors/company secretary).
- No outstanding filings, documents, or penalties due to the Registrar/MBR.
- No pledged or encumbered shares.
Financial and legal clean-up (solvency and limited complexity)
Commonly referenced confirmations also include:
- All liabilities discharged (or otherwise written off as permitted).
- No outstanding dues to Government / authorities.
- Not involved in ongoing court proceedings (in Malta or abroad).
- Assets not exceeding €5,000.
- No deeds or contracts entered into in the last 6 months (often with a carve-out for service provider agreements).
The MBR’s own guidance summarises the intent: the procedure is for situations where a company would not have traded, has no assets, and has no obligations due with the Government of Malta or any Government agency/authority, among other obligations under Article 214A.
Process overview in 4 steps
1 Shareholder approval
A shareholder resolution is typically required to approve dissolution via the simplified procedure, aligned with the company’s memorandum and articles.
2 Director declarations and statutory forms (online submission)
The application is submitted online using statutory forms introduced for this procedure, generally signed by directors and filed via licensed CSP.
3 Operational closures (as applicable)
Directors commonly confirm practical shutdown items such as:
- Closing bank accounts.
- VAT de-registration filings (where applicable).
- Confirming the company has no employees other than officers.
4 Registrar review, publication, and striking off
If the Registrar is satisfied that conditions are met, a notice is published; after a statutory waiting period (commonly described as three months from publication), the company’s name can be struck off.
Benefits (why companies use it)
Lower cost
The headline benefit is cost reduction – especially because the procedure removes the need to appoint a liquidator in qualifying cases.
Faster timeline and less administration
It is intended to be a fast-track, document-driven route compared to traditional voluntary liquidation, which can drag on for long periods.
Cleaner corporate housekeeping
Groups can remove dormant entities efficiently, reducing ongoing compliance burden (annual returns, filings, maintaining officers, etc.).
Key considerations and pitfalls (what to think through carefully)
Directors carry more responsibility (no liquidator safety-net)
Because there is no liquidator, directors and officers retain responsibilities until the company is struck off. This is a major practical shift from a normal winding up where powers move to the liquidator.
Declarations must be accurate (potential criminal exposure)
Sources discussing the new procedure highlight that false or misleading declarations can expose directors to serious consequences (including criminal sanctions).
Asset cap and “6-month purity” rules can trip you up
The €5,000 asset cap and the strict “no trading/no contracts/no name change/no share pledges” criteria mean some “mostly dormant” companies won’t qualify.
Tax/VAT and government dues must be clean
A frequent blocker in practice is unsettled tax/VAT matters or other government-related dues. Build time for clearance, deregistration steps, and internal confirmations.
Consider future risks: unknown claims, counterparties, or restorations
Even if a company is struck off, issues can still arise later (e.g., an overlooked liability, dispute, or asset). The simplified procedure is best suited to companies with low legal and financial complexity and a high degree of certainty about the past.
Practical checklist before you start
- Confirm eligibility: private, unregulated, ≥ 6 months old, clean “last 6 months” activity profile.
- Clear down liabilities and authorities: tax/VAT, penalties, outstanding filings.
- Close operational loose ends: bank accounts, service arrangements (and ensure you don’t breach the “recent contracts” criteria).
- Prepare a defensible record: board/shareholder minutes, confirmations, and records retention planning (particularly since directors remain responsible).
This procedure can be a very efficient solution for the right kind of dormant Maltese company, but it’s deliberately strict: the trade-off for speed and lower cost is that directors must be confident the company is “clean” and able to stand behind the declarations.
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