Act XVII of 2025: Main changes to the Maltese Companies Act explained

A new Article 117A has been introduced, providing the rights of usufructuaries of shares. These rights now expressly include:

• Attendance at general meetings; and 
• Entitlement to dividends.

However, voting rights are only granted if specifically provided for either in the public deed establishing the usufruct or within the company’s Memorandum and Articles of Association (“M&As”). Accordingly, the law as amended, seems to imply that the default position is that shares held under usufruct do not bestow the usufructuary with voting rights. 

In the case of pledged shares, besides the statutory Form T(2), the Act now requires submission of additional documentation such as the pledge contract or a document outlining its particulars must also be filed with the MBR.

Moreover, the law now formally acknowledges the right of pledgees to act on behalf of pledgors, if authorised to do so as an irrevocable mandate given by way of security – thus providing clarity of what has been standard practice. 

The term “exempt” has been formally removed from the Companies Act. However, the substantive conditions outlined in Article 211 - which provide certain benefits for qualifying private companies, such as reduced disclosure obligations - remain valid and unchanged.

For single-member companies, a key simplification has been introduced: it is now sufficient for 1 director (rather than all directors, as previously required) to sign the declaration to benefit from these exemptions.

By contrast, companies that no longer wish to apply these exemptions must:

• Amend their M&As to reflect the change; and
• Ensure full compliance with all other applicable provisions of the Companies Act.

A new streamlined dissolution process has been introduced for small, private companies that have been inactive for at least 6 months. Under strict qualifying conditions, these companies may be dissolved without the need to appoint a liquidator. Directors retain their powers until the company is struck off, though the 3-month creditor objection period still applies.

The Act also introduces key changes to the regulation of partnerships:

• Increases in partner contributions now take effect immediately upon receipt, with no need to amend the partnership deed.
• Partners responsible for administration must notify the MBR within 3 months after year-end by submitting a resolution confirming the contribution.
• Where partnership interests are to be assigned in the same year, the MBR must receive confirmation of contribution increases prior to the assignment.

The requirement to obtain unanimous partner consent is now limited to inter vivos assignments only. The assignment of a partner’s entire interest takes effect immediately and is no longer subject to the prior 3-month creditor objection period. However, the court retains discretion to intervene upon a creditor's justified objection within that period.

Furthermore, in relation to a partnership en commandite, notice of changes in partner are now only required for general partners with unlimited liability.