Overview
Being struck off the register does not substitute for proper company liquidation under Maltese law. Companies cannot simply cease operations without formal winding-up procedures governed by the Companies Act (Chapter 386). The process involves realizing assets, paying creditors by priority rank, and distributing any surplus to shareholders. Once dissolved, directors lose control to an appointed liquidator who must follow statutory timelines and reporting requirements.
Members’ Voluntary Liquidation
This applies when a company is solvent. Shareholders pass an extraordinary resolution to dissolve and appoint a liquidator, then submit liquidation documents to the Malta Business Registry (MBR).
The liquidator’s acceptance must be filed with the Registrar of Companies. Within 14 days, a Statement of Affairs goes to the MBR, marking the company “in dissolution” on the official register.
The liquidator then realizes assets and pays creditors by priority. After preparation of final audited accounts and distribution schemes, the Registrar publishes notice in the Government Gazette or website. A three-month waiting period follows. If no creditor applies to defer striking off during that time, the company name is struck off and dissolved.
Creditors’ Voluntary Liquidation
If the company cannot pay debts, shareholders may resolve to wind it up voluntarily through a Creditors’ Voluntary Liquidation (CVL).
The liquidator appointment process mirrors MVL, but creditors receive proceeds first after asset liquidation. The liquidator prepares audited final accounts and distribution schemes. After presentation to shareholders and creditors, documents lodge with the Registrar. The Registrar waits three months (Article 275, Companies Act) before striking off unless a creditor petitions the court to delay.
Court-Ordered Winding Up
This court-mandated liquidation occurs when a company cannot pay outstanding debts to creditors. A public officer investigates the company’s financial affairs as directed by Malta’s Courts.
The officer provides the court with updates on issued and paid-up share capital, estimated assets and liabilities, and insolvency status. The court requires thorough evaluation of factors contributing to company failure, including assessments of formation, operations, and business practices.
Who Qualifies as a Liquidator?
Under Article 305 of Maltese law, a liquidator must be one of the following:
- A Maltese advocate (lawyer)
- A Certified Public Accountant/Auditor
- A person registered as “fit and proper”
The Malta Business Registry and Required Filings
The MBR publishes standardized forms for each winding-up step:
| Form | Purpose |
|---|---|
| Form B(1) | Notice of resolution for dissolution and winding up |
| Form B(2) | Declaration of Solvency (MVL only) |
| Form L | Liquidator appointment notice (company appointed) |
| Form L(1) | Court-appointed liquidator notice |
| Form L(2) | Liquidator’s bank account notification |
| Form L(3) | Liquidator resignation notice |
| Form L(4) | Liquidator’s pending winding-up statement |
All forms submit through MBR’s online portal or paper to keep the register current.
Members’ Voluntary Liquidation Timeline
- Shareholders pass extraordinary resolution to close the company, typically appointing a liquidator and specifying the liquidation date.
- Company officers ensure good standing from accounting and corporate perspectives, with regulatory compliance including proper submission of financial statements, tax returns, and corporate documents.
- Submission of liquidation forms and Statement of Affairs to the MBR marks the company “in dissolution.”
- The liquidator prepares audited liquidation accounts and asset distribution plan.
- The company’s tax and VAT number is removed from tax authorities.
- The corporate bank account is closed.
- Audited accounts and distribution plan submit to the MBR after shareholder approval.
- After three months from the effective date, the company is officially struck off the registry upon MBR vetting completion.
Conclusion
Proper liquidation completion provides legal and financial closure to a company’s lifecycle, reminding stakeholders that maintaining good standing from incorporation through dissolution protects corporate integrity and stakeholder interests in Malta.
