Practice Areas > Corporate & Tax > Liquidations
Overview
Under Maltese Law a company is not automatically struck off the Registry of Companies but must formally be put into liquidation. There are three main steps to the liquidation process, the dissolution stage (the point in time when the company resolves to go into liquidation), the winding up process and the final stage when the company is struck off from the Registry of Companies.
Voluntary vs Compulsory Dissolution
Voluntary Dissolution and Compulsory Dissolution
A company may be dissolved voluntarily either through a members’ voluntary winding up or through a creditors voluntary winding up. A company may also be dissolved in a compulsory manner by order of the court. In all cases, once a company is placed into dissolution the company shall cease to carry on any business.
The Dissolution Stage
Voluntary Dissolution
Our Firm is able to assist companies who are looking into going into a voluntary liquidation by preliminarily reviewing the affairs of the company and assessing whether it is capable of undergoing a voluntary liquidation. A company can undergo a member’s voluntary winding up procedure in the case it is solvent, and therefore, it is in financial position which allows it to pay its debts.
The Liquidator
Role of the Liquidator
The Company must then appoint a Liquidator to look into the affairs of the company and to see whether the debts of the company can be paid within the period set out in the declaration of solvency. If the liquidator believes that company cannot pay its debts within this period, the liquidator shall call a meeting of the creditors and lay before its creditors a statement of assets and liabilities and dissolution and winding up shall be deemed to be a creditors’ voluntary winding up.
The Winding-up Process
Winding-Up
Once a Liquidator is appointed, both in a member’s voluntary winding up and in a creditor’s voluntary winding up, the Liquidator proceeds to wind up the company by disposing of the assets of the company, paying any and all outstanding debts or other payments due, such as VAT, FSS, and other tax payments, closing-off all the matters of the company.
The Striking-off Stage
Striking-off MBR Register
At the final stage of the liquidation process, the liquidator will submit the final liquidation and wining-up accounts to the Malta Business Registry. This would mean that the winding-up procedure has been completed by the liquidator. The Malta Business Registry will proceed to publish a notice that the company is set to be struck-off and, if after 3 months from the said publication, no creditors or other interested parties register an opposition to the striking-off, the liquidation shall be complete. As a result, the company will be struck-off the register of companies.
Our Services
How can we help you?
Gonzi & Associates, Advocates assists its clients throughout the liquidation process from the initiation of the process to the striking off stage. We can help you by:
- Assisting with the drafting and filing of the necessary forms with the MBR to put the company into liquidation (shareholders resolution and the declaration of solvency);
- Assisting with the closure of the Company’s bank accounts, de-registration from VAT, disposal of any assets, and payments of any remaining creditors;
- Assisting with finding a Liquidator;
- Confirming with the local authorities (tax and vat department) that there are no pending financial obligations;
- Assisting with the drawing up of liquidation accounts, from liquidation date till the date of distribution and tax returns;
- Any other miscellaneous needs such as application with the Inland Revenue Department in order to obtain tax clearance.
The Process
Specialising
Lawyers
Mark Farrugia joined the Firm in 2020. He attained a Bachelor of Laws from the University of Malta in 2020, following the submission of the dissertation entitled “Music Copyright Issues Concerning Joint Authorship.” Mark subsequently graduated with a Master of Advocacy from the University of Malta after completing his final year of studies in 2021 and was admitted to the Maltese bar in 2022.
Mark's focus with the law firm is on Intellectual Property Law, assisting clients with the registration and protection of trademarks, as well as Financial Services, amongst which he assists clients with licensing and other regulatory requirements.
Education
2021: Master of Advocacy, University of Malta
2020: Bachelor of Laws (Honours), University of Malta
Professional Experience
2021: Associate Lawyer, Gonzi & Associates, Advocates
2020: Legal Trainee, Gonzi & Associates, Advocates
2020: Junior Legal Assistant, Malta Financial Services Authority
2019: Legal Intern, Malta Business Registry
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