Company liquidation in Malta

Three of our four European closings are counted from a published call to creditors. Malta is the one where that call does not exist: the Companies Act asks the company to declare that it can pay, and then holds the directors to that declaration.

The same closing under other laws is described in closing a company, and our Maltese work beyond it is listed on the Malta page.

What has to exist before the vote

• A declaration of solvency, made at a board meeting by the directors or by the majority of them where there are more than two.
• The period in that declaration: it may not exceed 12 months from the date of dissolution, and the debts have to be paid in full inside it.
• A statement of the company's assets and liabilities, drawn up no earlier than 3 months before the declaration is made.
• An extraordinary resolution that the company be dissolved and wound up voluntarily, which fixes the date of dissolution.
• A liquidator, appointed by the same resolution or at a general meeting held within 30 days after the date of dissolution.

The dates that do exist

• The notice of the resolution and the declaration go to the Registrar within 14 days after the date of dissolution.
• The Registrar publishes a statement about the filing, normally within 21 days of receiving complete documentation, and also places a notice in a local daily paper.
• From the date of dissolution the company stops trading except as the winding up needs, and any transfer of shares requires the liquidator's written sanction.
• If the winding up runs beyond 12 months, the liquidator calls a general meeting for each such year and lays an account of the period before it.
• The final account and the scheme of distribution go to the Registrar within 7 days after the final meeting, together with the auditors' report.

What the annual return costs

The declaration is the part of a Maltese closing that carries personal exposure. A director who signs it without reasonable grounds faces a fine of up to 46,587 euros or up to 3 years in prison, and if the debts are not paid inside the declared period the law presumes those grounds were missing until the director shows otherwise. If the liquidator concludes along the way that the company cannot pay in time, a creditors' meeting has to be summoned at once and the closing continues on the creditors' route, with meetings of the company and of the creditors for every 12 months it lasts.

Sources: the declaration and its 12 months, the 14 days, the annual meeting, the audited account and the 3 months to the strike-off — articles 265, 268, 273, 274 and 275 of the Companies Act; the fees — the Companies Act (Fees) Regulations.