Closing a Maltese company used to be slow, costly and — for companies that had simply stopped trading — disproportionately heavy. As of 16 December 2025, that changed. Malta introduced a simplified dissolution procedure that lets eligible dormant private companies be struck off the register without appointing a liquidator. Whether you already hold a Maltese structure you no longer need, or you are weighing whether to incorporate in Malta in the first place, this reform is worth understanding. Below we explain what the procedure is, who qualifies, the conditions involved, and the step-by-step process.
What is Malta’s simplified dissolution procedure?
The procedure was introduced by Legal Notice 286 of 2025, which gave effect to Article 32 of the Companies (Amendment) Act (Act XVIII of 2025) and inserted a new Article 214A into the Companies Act (Chapter 386 of the Laws of Malta). It came into force on 16 December 2025.
In essence, Article 214A creates a fast-track strike-off route for private limited liability companies that are dormant or inactive and no longer serve a commercial purpose. Conceptually it is close to the United Kingdom’s voluntary strike-off via Form DS01: the company has not traded for a defined period and is wound down through a streamlined administrative filing rather than a full liquidation.
How it differs from a voluntary liquidation
The defining feature is the absence of a liquidator. In a traditional members’ voluntary winding up, a liquidator is appointed to take control of the company, realise its assets, settle liabilities and prepare a winding-up account — a process that can take years and carries meaningful professional fees. Under Article 214A, no liquidator is appointed: the directors and company secretary retain their powers and duties until the company is formally struck off, and they are responsible for ensuring every statutory condition is satisfied.
| Feature | Voluntary liquidation | Simplified dissolution (Art. 214A) |
|---|---|---|
| Liquidator | Required | Not required |
| Who runs the process | Appointed liquidator | Existing directors & secretary |
| Typical duration | Often a year or more | Around three months after notice |
| Relative cost | Higher | Lower |
| Best suited to | Companies with assets, creditors or complexity | Dormant, clean, low-asset companies |
Which companies are eligible?
To apply, a company must be a private limited liability company that has been validly registered with the Malta Business Registry for at least six months. The procedure expressly excludes:
- public limited liability companies (plc); and
- entities regulated under any applicable Maltese law, which remain subject to stricter regulatory oversight.
The conditions directors must confirm
Article 214A is reserved for genuinely dormant, clean structures. During the six months immediately preceding the application, the company must not have carried out any trading or business activity. In addition, the directors must formally declare that:
- all liabilities to creditors have been discharged or written off, other than fees due to company officers or current corporate service providers and loans payable to shareholders;
- there are no pending court or judicial proceedings involving the company;
- the company holds assets not exceeding €5,000 in value;
- no contracts were entered into during the preceding six months, except with the company’s service providers;
- no sums are due to governmental authorities or bodies; and
- there are no outstanding documents or penalties with the Registrar as at the date of the application.
Alongside these declarations, the shareholders must have approved the use of the procedure by extraordinary resolution, all company bank accounts must be closed (where applicable), an application for VAT de-registration must have been submitted (where applicable), and the company must have no employees other than its officers.
Step by step: how the procedure works
- Shareholders’ resolution. An extraordinary resolution is passed approving the use of the Article 214A procedure. Shareholders may indicate a prospective intended dissolution date, but the company is dissolved in law only on formal strike-off by the Registrar.
- Filing. The company files the revised Form B1 (notice of the extraordinary resolution) together with the new Form B(3) (the application, including the directors’ declaration confirming the eligibility conditions).
- Registrar review and public notice. Once the Malta Business Registry is satisfied that all conditions are met, it publishes a notice in the Government Gazette, on the MBR website and in a daily newspaper.
- Three-month notice period. Third parties may raise objections during a three-month window from publication.
- Strike-off. If no objections are upheld, the company’s name is struck off the register at the end of the period.
Director responsibilities do not end at strike-off
This is not a way to escape obligations, and it should not be treated as one. Under Article 214A, the liabilities of directors, officers and members remain enforceable as if the company had not been struck off. Directors who make false or misleading declarations may incur both criminal and civil liability. The last officers of the company must also ensure that beneficial ownership information and accounting records are preserved in line with statutory requirements, or specify who will retain them.
When the simplified procedure does NOT make sense
The procedure is deliberately narrow. It is the wrong route where the company:
- is still trading, or has traded within the last six months;
- holds assets above €5,000 that need to be realised and distributed;
- has unresolved creditor liabilities or pending litigation;
- is a public limited company or a regulated entity; or
- sits within a complex or contentious structure.
In those situations, a traditional voluntary or court-supervised liquidation remains the appropriate path.
Why this matters if you are thinking of opening a company in Malta
A clean, low-cost exit route is part of what makes a jurisdiction genuinely business-friendly. Knowing that a dormant company can be wound down in roughly three months, without a liquidator, materially lowers the risk of setting one up. Combined with Malta’s effective 5% corporate tax for qualifying trading companies and a straightforward incorporation process, the full life cycle — set-up, operation and, if needed, exit — is now considerably more predictable.
How we can help
Mediterra Group, through the LTD Malta brand, advises on the full life cycle of a Maltese company — from incorporation and ongoing director and company secretary services to tax advice and, where appropriate, a compliant simplified dissolution. If you are unsure whether your company qualifies under Article 214A, or which exit route fits your situation, get in touch and we will assess it for you.
Frequently asked questions
When did Malta’s simplified dissolution procedure come into force?
It came into force on 16 December 2025, through Legal Notice 286 of 2025, which introduced Article 214A into the Companies Act (Chapter 386 of the Laws of Malta).
Do I need to appoint a liquidator?
No. The defining feature of the Article 214A procedure is that no liquidator is appointed. The existing directors and company secretary retain their powers and duties until the company is struck off.
How long does the procedure take?
After the Registrar publishes the notice, there is a three-month period during which objections may be raised. If none are upheld, the company is struck off at the end of that period.
Can a company that is still trading use the procedure?
No. The company must not have carried out any trading or business activity during the six months immediately preceding the application, and it must meet the other eligibility conditions.
Is there a limit on the company’s assets?
Yes. To qualify, the company’s assets must not exceed 5,000 euro in value. Companies with greater assets to distribute should consider a voluntary liquidation instead.
