Malta’s simplified liquidation procedure

Introduction

The Maltese Companies Act was recently amended so as to provide for a simplified liquidation procedure which can be used by companies in lieu of a voluntary members winding up. The relevant statutory forms were published on 16 December, 2025, and the provisions were brought into force with effect from such date.

The rationale behind this new procedure is to enable a number of companies which have ceased to trade or never traded to have a fast track method of being struck off the Malta Business Registry.

It is quite common for a voluntary members winding up to take years to complete, if ever. The new Simplified Liquidation Procedure should dramatically reduce the timeframe within which a good number of companies are struck off the register when there is no need for them to continue to exist. This is indeed a positive development which should benefit the business community.

These procedures are similar to the Voluntary Strike Off procedures which have been in place in other jurisdictions for a number of years as an alternative to a fully fledged winding up process.

Which companies qualify?

In order to be able to make use of this fast track procedure, a Maltese company must have been incorporated for at least 6 months. The procedure cannot be availed of by public companies or by regulated entities.

During the 6 months prior to filing an application for the simplified liquidation process, the company must ensure that it :

• did not trade;
• did not change its name;
• had no employees (other than directors or other officers);
• filed all required documents at, and paid all penalties which were due to, the Malta Business Registry; and
• none of its shares are pledged.

Application Process

In order to set in motion the simplified liquidation procedure, the following documents are to be filed at the Malta Business Registry:

• an application through the new Statutory Form B3 to be signed by all of the company’s directors and where they will confirm that the company :
  • • qualifies to file such application as it satisfies the above mentioned criteria during the 6 months period prior to filing of the Form B3;
    • is not a regulated entity;
    • has no creditors other than its shareholders or its current officers or service providers;
    • has no pending litigation;
    • does not have any assets in excess of Euro 5,000;
    • did not enter into any deeds or contracts in the previous six months (other than with its service providers);
    • has no outstanding amounts due to any government entity; and
    • had no employees (other than its officers);

• the new statutory form B4 which is to be signed by any one of the company’s directors confirming that :
  • • the simplified dissolution has been approved by a properly adopted shareholders’ resolution;
    • the company has closed all bank accounts (if any);
    • if applicable, an application has been filed online for the company’s de-registration for Maltese VAT purposes; and
    • they will retain the details of the beneficial owners and financial records as mandated by law, or identifying the designated person to retain such information;

• the updated statutory form B1 notifying the adoption of an extra-ordinary resolution of the shareholders approving the simplified liquidation of the company.

Effects of Application

Upon receipt of an application for a simplified liquidation of a company, the Malta Business Registry will publish a Notice to that effect in a daily newspaper and on the Registry’s web portal. The company will then be struck off after 3 months from publication of the Notice.

Until such time as the company is struck off, the directors and secretary of the company retain all their powers and duties. This is different to the situation of a voluntary members winding up where their powers cease and are taken on by the liquidator upon his appointment.

If the Company’s directors would have falsely declared that the company has no creditors (other than its shareholders or its current officers or service providers), protection is provided to any aggrieved creditors of the company since such creditors can request the Maltese courts to order the restoration of the company even after it has been struck off. Indeed, it is clear that the legislator wanted to strike a right balance between efficiency objectives on the one hand and the paramount importance of protection of creditors on the other hand.