Malta Corporate Nexus Requirements: Companies Act Bill 2026

November 3, 2026

Malta is proposing significant amendments to its corporate legislative framework through the Companies (Amendment) Bill No. 7 of 2026, which proposes several amendments to the Companies Act (Chapter 386 of the Laws of Malta), including the introduction of new requirements for companies to maintain a qualifying connection, or nexus, with Malta.

The proposed amendments to the Companies Act (Chapter 386 of the Laws of Malta) are intended to strengthen the relationship between Maltese companies and the jurisdiction in which they are incorporated, while introducing further changes aimed at modernising Malta's corporate regulatory framework.

If enacted, these provisions could have important implications for both existing Maltese companies and businesses considering incorporation in Malta.

Introducing the Corporate Nexus Requirement

One of the principal developments proposed under Bill No. 7 of 2026 concerns the introduction of additional requirements under Article 69 of the Companies Act.

Under the proposed amendments to Article 69 of the Companies Act, a Maltese company would be required to satisfy at least one of the following nine criteria:

Having at least one director resident in a Member State;
Appointing a company service provider licensed by the Malta Financial Services Authority (MFSA) under the Company Service Providers Act (Chapter 529 of the laws of Malta) as company secretary;
Appointing a Maltese warranted auditor to audit the company's financial statements;
Being incorporated and serviced by an MFSA-licensed company service provider under the Company Service Providers Act;
Having at least 25% of the company's shares held on a fiduciary or mandate basis by a mandatary authorised by the MFSA under the Trusts and Trustees Act (Chapter 331 of the laws of Malta);
Maintaining a bank account with a credit, payment or financial institution licensed by the MFSA;
Having at least half of the company's beneficial owner’s resident in Malta at all times;
Holding a licence issued by a regulatory authority in Malta in accordance with the Prevention of Money Laundering and Funding of Terrorism Regulations (S.L. 373.01) and/or by Malta Enterprise under the Malta Enterprise Act (Chapter 463 of the laws of Malta); or
Being a subsidiary or holding company of another company that satisfies at least one of the preceding eight criteria.

The proposed framework therefore provides companies with several alternative means of establishing the required nexus with Malta, with compliance with at least one of the prescribed criteria being sufficient.

Importantly, the proposed requirements would not necessarily oblige every company to maintain a physical operational presence in Malta. Instead, companies could establish the required connection through qualifying corporate, professional, financial or regulatory arrangements, depending on their individual circumstances.

Implications for Existing Maltese Companies

The proposed amendments are particularly relevant to companies already incorporated in Malta. Under the Bill, existing companies that do not satisfy any of the prescribed nexus criteria upon commencement of the relevant provisions would be granted a six-month transitional period to regularise their position.

Failure to establish a qualifying connection within this period could result in the company being deemed not to be in operation, with the Registrar proceeding to strike the company off the register in accordance with Article 325 of the Companies Act.

This proposed consequence highlights the importance of reviewing existing corporate arrangements, particularly where companies have foreign directors, shareholders or banking relationships.

It should nevertheless be emphasised that the proposed six-month period would commence only upon the entry into force of the relevant provisions, and not from the publication of the Bill.

What Does This Mean for Businesses and Investors?

The proposed introduction of a continuing corporate nexus requirement could have significant implications for businesses and investors operating in Malta, particularly in relation to how companies’ structure and maintain their corporate arrangements.

For international businesses and corporate groups, the proposed amendments may necessitate a review of existing governance structures, including directorships, company secretarial arrangements, the engagement of authorised service providers and other qualifying connections with Malta.

Importantly, compliance with the proposed requirements would not be limited to the incorporation stage. Companies would need to ensure that they continue to satisfy at least one of the prescribed criteria throughout their existence.

Accordingly, the proposed amendments would introduce an additional ongoing corporate compliance consideration, requiring companies to monitor their qualifying connections with Malta and reassess their arrangements where necessary.

Looking Ahead

The Companies (Amendment) Bill No. 7 of 2026 represents a significant step towards modernising Malta’s corporate legislative framework and strengthening the regulatory requirements applicable to companies incorporated in Malta.

While the proposed nexus requirements have yet to enter into force, companies should consider proactively reviewing their existing corporate structures and assessing their compliance with the proposed criteria to ensure they are adequately prepared for any forthcoming changes.

As the Bill progresses through the legislative process, businesses should remain attentive to further developments, particularly any amendments to the proposed requirements, transitional arrangements and commencement provisions.

CSB Group remains available to assist businesses and investors in navigating Malta’s evolving corporate regulatory landscape, offering support in company formation, corporate administration, restructuring and ongoing compliance obligations.