Article 214A of the Companies Act (Chapter 386 of the Laws of Malta) (the “Act”) provides for a simplified dissolution and striking-off procedure designed for private limited liability companies that are dormant or inactive and no longer serve a commercial purpose. This procedure, which came into force on 16 December 2025 through Legal Notice 286 of 2025, allows eligible companies to be removed from the register without the need for a traditional liquidation process, most notably, without the appointment of a liquidator.
Eligible Companies
A company may apply for a simplified dissolution provided that it has been validly registered with the Malta Business Registry for at least six months and is not a public limited liability company or an entity regulated under Maltese law.
Eligibility for the simplified and striking-off procedure is excluded where, at any time during the six months preceding the application, the company has:
- carried out trading or other business activities;
- changed its registered name;
- employed persons other than company officers;
- failed to comply with filing obligations or settle penalties due to the Malta Business Registry; or
- had any of its shares pledged
Application and Declarations
If eligible on the basis of the above, an application for a simplified and striking-off procedure must be submitted to the Registrar using the prescribed statutory forms published on 16 the December, 2025, which will include:
Declarations confirming that:
- the company is not a regulated entity;
- the company has settled all liabilities owed to creditors, or that such liabilities have been formally waived by such creditors (if applicable, shareholder loans and any amounts due to existing company officers, service providers need not be considered);
- the company is not involved in any pending litigation in Malta or overseas;
- the company does not hold assets exceeding €5,000 in value;
- the company has not entered into any deeds or contractual arrangements in the preceding six months, other than agreements with service providers;
- the company has no outstanding amounts due to any government authority
- the simplified voluntary dissolution procedure has been approved by the shareholder(s) of the company by virtue of a duly adopted resolution
- all bank accounts of the company have been closed (where applicable)
- an application for VAT de-registration has been submitted (where applicable)
Record-Keeping Obligations
Under the relevant provisions of the Act, Directors who were the last officers of a company must ensure that beneficial ownership details and accounting records are preserved in compliance with statutory requirements or alternatively specify who will retain such records.
