The Companies (Amendment) Act has been enacted by Parliament and published in the Gazette on 11th July 2025. These provisions shall enter into force on a date which will be decided in a separate Legal Notice.
The amendments which will be introduced include the following:
Amendments concerning Companies
- The definition of ‘exempt company’ will be removed from Article 2 of the Companies Act, terminating the separate status which was granted to certain private companies. However, the same qualifications and conditions applicable to such companies still apply as long as the conditions established in article 211(2) of the Companies Act are provided for in the Company’s Memorandum and Articles.
If a company does not continue to fulfil the conditions established in article 211, a company shall revert to complying with all provisions of the Act as a private company and amend its memorandum or articles to remove these conditions.
- As per Article 69 of the Companies Act, company officers shall make sure that the electronic mail address included within the Memorandum & Articles of Association exists and is regularly monitored. Moreover, company officers shall inform the Registrar of changes within the electronic mail address of the company, within 14 days from the change.
- With respect to the director’s declaration mentioned in Article 73 of the Companies Act, reports on consideration other than cash no longer apply in instances where the said consideration does not exceed 50,000 Euro. Should this exemption apply, directors shall deliver a declaration for registration to the Registrar.
- As per Article 117A of the Companies Act, a usufructuary of shares in a company is entitled to attend general meetings and receive dividends, however he is not entitled to vote unless this is explicitly mentioned within the public deed creating the right of usufruct, or the memorandum and articles of association of a company.
- A sub-article will be added in Article 122 of the Companies Act highlighting that the pledgee is authorized to act in the manner established in article 1887 of the Civil Code as long as this right is clearly established within the relevant agreement concerning the pledge of securities.
- The person appointed by Court order or by a competent authority, as administrator, legal or judicial representative or as the person de facto responsible for the management and administration of a company, shall submit to the Registrar for registration, within 14 days from appointment, a return in the prescribed form, highlighting the date of appointment, name and residence address. Such person shall also submit a return in the prescribed form, within 14 days from resigning or being removed from such office.
- Should a copy of the company’s balance sheet, director’s report, auditors’ report and annual accounts be submitted to the relevant competent authority as part of the company’s reporting obligations in line with the European Single Electronic Format reporting standards, this copy shall be sent to the Registrar via an application programming interface or similar electronic means.
- Article 183(2) of the Companies Act provides the instances where a director’s report does not need to be delivered to the Registrar, including where a company qualifies as a small company.
- Article 171 (4) of the Companies Act which currently reads the following “Where the application of the provisions of this Act would not be sufficient to give a true and fair view within the meaning of sub-article (3), additional information shall be given” shall be deleted. However, sub-article (3) shall be amended to include the following: “Where the application of the provisions of this Act would not be sufficient to give a true and fair view of the assets, liabilities, financial position and profit or loss of the undertakings included therein taken as a whole, such additional information as is necessary to comply with such requirement shall be given in the notes to the consolidated financial statements.”
- As per Article 172 of the Companies Act, directors of a company will now have collective responsibility to ensure that the remuneration report is also drawn up and published in accordance with the requirements of the Act, together with the financial statements and the directors’ report.
- The term ‘turnover’ in Article 185 of the Companies Act highlighting the exemptions for certain small companies, shall be replaced by the term ‘net turnover’. Net turnover is defined as the amounts emerging from selling products and providing services, after deducting sales rebates, value added tax and other taxes directly related to the turnover.
- The Companies Act will introduce a simplified dissolution procedure via the introduction of Article 214A which provides that a company that has been validly registered for a minimum of six months may, by application to the Registrar, opt for this procedure. The application for the simplified dissolution may not be made if in the preceding six months, the company:
- Carried out changes in its name; or
- Carried out business/ trading; or
- Employed employees other than company officers or
- Has outstanding documents or penalties with the Registrar that are still pending at the date of application
- Has any of its shares pledged
The application shall be made via a prescribed form and shall be accompanied by several documents listed within Article 214A(3) of the Act.
- As per Article 325(4) of the Companies Act, a new procedure is introduced providing for the instance where a company’s name is restored on the register in accordance with the defunct procedure, and the Court directed that the company’s name be restored for a definite period. In these instances, should the definite period be nearing expiration and any member, creditor or other person informs the Court that it still has an interest due to ongoing proceedings, such person may, together with the Registrar, submit an application to the Court requesting an extension of the time-period. The joint application shall include documentary evidence, including the reference number of the pending court case.
Amendments concerning Partnerships
- Partnerships are no longer required to submit a new partnership deed in instances where there are increases in contributions by partners. Such change shall immediately occur once the partnership receives the contributions.
Partners who have the administration or representation of the partnership shall prepare a resolution confirming that the partnership received the contributions in the previous calendar year. The resolution shall be delivered to the Registrar within three (3) months from the end of the calendar year within which the increase in contribution occurred.
However, in instances where an increase in contribution and transfers of interest are to take place in the same calendar year, the above-mentioned resolution shall be delivered to the Registrar during that calendar year and before any assignment of such interests takes place.
If a partner ceases to be a partner or becomes a partner of an existing partnership, partners who have the administration or representation of the partnership shall deliver a notice of cessation or appointment of a new partner to the Registrar, within one month from the date when a partner ceases to be a partner or when a partner is appointed partner. In this regard, inter vivos assignment of interests require the written consent of all partners, unless otherwise stated in the deed. No consent is required with respect to assignment causa mortis of a partner’s interest.
Cessation of a limited partner shall now take immediate effect, and not three months after the publication of the statement of cessation. However, creditors may object to such within three months from publication.
- Article 21 of the Companies Act removes the three-month delay until the assignment of all interest in a partnership becomes operative.
- The provisions regarding partnerships en nom collectif shall be applied to partnerships en commandite or limited partnerships, unless there are inconsistencies.
Further information may be accessed via the following links:
act-xviii-companies-amendment-act.pdf
User-Guidelines_Companies-Amendment-Act-2025.pdf
Original image by Dariusz Sankowski on Unsplash
