Aspects of Maltese Company Law 2025

Tuesday 02 December 2025

09:30 Introduction

Dr. Ruth Grima

09:45 Company Law Updates

Dr. Ruth Grima

During this year, 2025, a wide set of reforms were designed to modernise Maltese company law. The changes focus on improving digital communication, reducing unnecessary formalities, and clarifying certain shareholder and partnership rights. They also introduce simpler procedures for small businesses and dormant entities, making compliance less burdensome while ensuring proper and adequate safeguards against abuse. At the same time, the reforms strengthen governance by setting clearer responsibilities for directors, administrators, and officers, while giving broader powers to the Registrar to enforce compliance and oversee company activity.

During this presentation, Dr Grima will be discussing these updates which reflect a move towards greater transparency, accountability, and efficiency in company law, while making Malta a more accessible and reliable place to do business.

10:45 Break

11:00 The Corporate Sustainability Reporting Directive (CSRD)

Annalise Zammit

The Corporate Sustainability Reporting Directive (CSRD) is a new European Union regulation that significantly expands sustainability reporting requirements for companies.

The CSRD builds on the existing Non-Financial Reporting Directive (NFRD) but requires more detailed, standardized, and forward-looking disclosures. Companies must report on environmental, social, and governance (ESG) factors, including climate impact, human rights, diversity, and supply chain due diligence, using the European Sustainability Reporting Standards (ESRS). The directive applies not only to large EU companies but also to certain non-EU companies operating in the EU, broadening its global impact. Its goal is to improve transparency, accountability, and comparability of sustainability information for investors, stakeholders, and the public.

In essence, the CSRD is a step toward making sustainability reporting as rigorous and reliable as financial reporting, helping drive the transition to a more sustainable and responsible economy.

12.00: End of First Session

Thursday 04 December 2025

09:30 Introduction

Dr. Ruth Grima

09:45 The Mobility Directive

Mark Schembri & Dr Lisa Micallef

The Mobility Directive is aimed at further enhancing the freedom of establishment of companies by creating a harmonized legal framework applicable to all Member States in the sphere of cross-border movement of limited liability companies. The pillars of the Mobility Directive are going to be explored. These being Cross-Border Mergers, Cross-Border Conversions and Cross-Border Divisions. The whole process of each cross-border operation including their applicability, their consequences and the respective filings that are required at different stages are going to described further. Reference to when and where each publication should be issued is also going to be given. Furthermore, the general legal remedies available and the right to appeal are going to be mentioned.”

10:45 Break

11:00 Harmonisation of Insolvency Laws – Myth or Reality?

Dr. Ingrid Hamilton

The session will give an overview of the current debates regarding the proposed harmonisation of insolvency legislation throughout the European Union Member States. The session will delve into the extent to which such harmonisation is realistic and the envisaged effects of such harmonisation in practice. Undeniably, harmonisation of insolvency laws could potentially help unlock capital and support both the EU's green and digital transitions and its competitiveness in general, as envisaged in the EU’s discussions for a 28 th regime. To this end, convergence of insolvency laws could be an essential tool for the proper functioning of EU capital markets.

Furthermore, during the session we will discuss the EU Commission’s proposal for a new directive harmonising certain aspects of insolvency law, which has since undergone substantial changes following discussions in Council and Parliament, and how it can potentially be transposed into Maltese legislation. The objective of the proposal is the optimal recovery of assets, the efficiency of proceedings and the fair distribution of recovered value.

12:00 End of Second Session

The Speakers

Dr Ruth Grima is a Professional Officer within the Legal and Enforcement Unit at the Malta Business Registry.

She holds a Master of Advocacy (Hons.) from the University of Malta and a warrant to practice law in the Republic of Malta. Apart from experience in company and corporate law,

Dr Grima's background spans multiple facets of law, including competition, data protection, intellectual property, employment, EU and international law.

Annalise Zammit is the Chief Operations Officer/ Deputy Registrar at the Malta Business Registry and is responsible for Corporate Services: IT, HR, Finance, Administration and Communication. Also, Ms Zammit assists the Registrar in the day-to-day management and performance of the Registry. She is an ACCA qualified accountant and a Certified Public Accountant with almost 8 years’ experience in the financial services sector mainly Banking Supervision

Before joining the Malta Business Registry, Ms Zammit commenced her career at the Malta Financial Services Authority where she held a number of positions at the MFSA for the past 13 years.

She went on to become the Head of Finance and Administration at the Malta Business Registry in 2019, responsible for the overall Finance and Administration function of the Registry namely, revenue assurance, treasury, risk management, financial planning and control, management accounts and reporting, as well as procurement.

Mark Schembri is currently the Senior Manager leading the BOs, Public Companies and Mergers Team within the Registry of Companies at the Malta Business Registry and has been working in the field of Financial Services for the past eighteen years. After obtaining a Bachelor of Commerce (Honours) in Management with the University of Malta, he immediately joined a local bank where he spent more than eight years. During such spell, he read for a Masters in Business Administration with the European University and also managed to obtain the Certificate for Financial Advisors (CEFA) with the Malta Institute of Financial Services. In 2015, he joined the Registry of Companies as a desk officer. One of his current major tasks is dealing with the implementation of the Mobility Directive.

Dr Lisa Micallef is currently an Analyst with the BOs, Public Companies and Mergers Team within the Registry of Companies at the Malta Business Registry and has been working in the Company Law field for the past three years. She graduated with a Bachelor of Laws (Honours) from the University of Malta in 2018 and then graduated with a Master of Advocacy from the University of Malta in 2019 and was called to the Bar in March 2020. During this time, she also pursued a Master’s degree in European Comparative Law at the University of Malta. She first started her professional career as a litigation lawyer specialising mostly in family law. Then in 2022 she shifted her focus purely on company law when she joined one of Malta’s leading audit, tax, and advisory firms. She joined the Malta Business Registry in early 2024 and her main day to day tasks are vetting of documentation submitted in relation to public companies and the implementation of the Mobility Directive.

Dr Ingrid Hamilton was appointed Official Receiver and Head of the Insolvency and Receivership Service within the Malta Business Registry in April 2023. Prior to her appointment, she was a Senior Associate with one of Malta’s leading law firms within its shipping and aviation department, focusing primarily on matters related to asset management and finance in the shipping and aviation sector. Dr Hamilton graduated Doctor of Laws from the University of Malta in 2010 and furthered her studies with a Master of Arts degree in Matrimonial Canon Law and Jurisprudence. She was called to the Bar in 2011, obtaining her warrant to practice in the Maltese Courts.