Under Maltese law, a limited liability company can never be automatically “struck off” the Register by the Registrar of Companies. CSB Group provides clients with timely, cost-effective and confidential advice on liquidation and company dissolution procedures. In collaboration with suitable audit professionals and liquidators, we can also coordinate the dissolution of Maltese companies in a timely manner.
A company shall be dissolved and consequently wound up in the following cases:
- the company has by extraordinary resolution resolved that the company be dissolved and consequently wound up by the court;
- the company has by extraordinary resolution resolved that the company be dissolved and consequently wound up voluntarily.
Modes of Dissolution
In addition to the modes of dissolution referred to above a company may be dissolved and wound up by the court in the following cases:
- if the business of the company is suspended for an uninterrupted period of twenty-four months;
- the company is unable to pay its debts;
A company shall be dissolved by the court in the following cases:
- the number of members of the company is reduced to below two and remains so reduced for more than six months: Provided that this paragraph shall not apply to single member companies.
- the number of directors is reduced to below the minimum prescribed by law and remains so reduced for more than six months;
- the court is of the opinion that there are grounds of sufficient gravity to warrant the dissolution and consequent winding up of the company;
- when the period, if any, fixed for the duration of the company by the memorandum or articles expires, or the event occurs, if any, on the occurrence of which the memorandum or articles provide that the company is to be wound up, and the company in general meeting has not before such expiry or event passed a resolution to bewound up voluntarily.
Liquidation, or dissolution is the procedure for concluding the affairs of a company which is no longer required, or which cannot continue by reason of its insolvency. A Voluntary Liquidation is decided upon by the shareholders who, at the same time, appoint a liquidator. If for reason, a liquidator is not appointed by the general meeting, the directors shall apply to the Court for the appointment of a liquidator.
The assets of the company are realised and the proceeds are distributed. The company’s liabilities must be paid first, any remaining surplus will then be distributed to the shareholders. If the assets are insufficient to pay the company’s liabilities in full, the company is insolvent so creditors will only be able to receive part payment.
The Liquidation Process
The liquidation process involves the closing of the accounts up to the liquidation date, coordinating with audit professionals to have all pending audits submitted and all tax returns filed and finally appointing a liquidator to have the company dissolved and eventually struck of the registry.
CSB Group in liason with the liquidator will take care of the following liquidation requirements:
- Compilation and submission of documentation to the RoC (within 14 days from liquidation date) to put company into liquidation:
- Resolution signed by shareholders
- Form B1 – Notice of liquidation
- Form B2 – Declaration of solvency signed by the directors (to attach a Balance Sheet as at liquidation date or up to 3 months earlier)
- Form L – Appointment of liquidator
- Notice to publish in daily newspaper
- Liquidation of any assets and payment of any remaining creditors (in liaison with client).
- Confirming with IRD, ROC, VAT that there are no pending balances with them. Unless all such balances are settled, the liquidation accounts cannot be finalized.
- Preparation of liquidation accounts, from liquidation date till date of distribution.
- Compilation of tax return for the year in which the liquidation accounts are prepared.
- Submission of liquidation accounts and scheme of distribution to RoC (within 7 days from liquidation accounts date).
- Application with RoC for strike off from companies register.
- Application with IRD for tax clearance and follow up.