Recent amendments to the Maltese Companies Act have introduced a new simplified liquidation process that companies may opt for instead of a traditional members’ voluntary winding-up. The amendment was enacted on 11th July 2025 through the insertion of Article 214A and came into force on 16th December 2025 through Legal Notice 286 of 2025, which provides for a quicker, more efficient way for companies that have stopped trading, or never operated at all, to be removed from the Malta Business Registry (MBR).

With the simplified liquidation procedure, the time needed to strike off inactive companies is expected to decrease significantly. This change is a welcome development, as it should ease administrative burdens and provide the business community with a quicker and more practical way to close companies that no longer have a reason to remain in existence.

The simplified liquidation procedure is only available to companies that satisfy a specific set of eligibility criteria. The company must be a private entity, and it must have been incorporated for at least six months. This option is not open to public companies or to entities operating in regulated sectors.

In the six-month period immediately before submitting the application, the company must have remained completely inactive. This means it cannot have traded or carried out any business, and it must not have changed its name during that timeframe. The company must also have had no employees other than its directors or officers, and none of its shares may be subject to any form of pledge.

Before applying, the company must be fully up to date with all statutory filings and must settle any outstanding dues or penalties owed to MBR. These requirements are designed to ensure that only companies posing minimal risk to creditors or other interested parties can take advantage of the streamlined process.

To initiate the simplified liquidation process, a set of documents must be submitted to MBR. These filings collectively confirm that the company is eligible for this procedure and that the necessary corporate steps have been properly taken.

Once the Malta Business Registry (MBR) receives an application, it publishes a public notice in a daily newspaper and on its online portal. Following the publication of this notice, the company will be struck off the register after a period of three months. During this interim period, the company continues to operate under its existing directors and company secretary, who retain their full powers and responsibilities. This approach differs from a standard members’ voluntary winding-up, where control of the company passes immediately to the liquidator.

Where directors wrongfully declare that the company has no creditors other than its shareholders, officers, or service providers, the law provides appropriate remedies. Any creditor who is adversely affected may apply to the Maltese courts for the reinstatement of the company, even after it has been struck off. This safeguard reflects the legislator’s intention to balance administrative efficiency with the fundamental need to protect creditors’ rights.

The simplified liquidation procedure offers clear benefits, as it lowers costs, speeds up the process, and reduces the administrative burdens significantly. It provides a practical route for directors and shareholders who wish to wind up companies that no longer serve a purpose, while also helping ensure that Malta’s company register remains up-to-date and accurate.