Liquidation or dissolution of the Company in Malta

The liquidation process

According to Maltese law, a limited liability company can never be automatically deleted from the Registry of Companies. However, a company can be put into voluntary liquidation by a shareholders’ resolution who, at the same time, can appoint a liquidator. If, for any reason, a liquidator is not appointed by the general meeting, then the directors may appeal to the Tribunal, for his appointment.

The company’s activities are reorganised and the proceeds are distributed. The company’s liabilities are initially paid with any remaining surplus being distributed to the shareholders. If the assets are insufficient to pay the liabilities, then the company is declared insolvent in order to allow creditors to receive a partial payment.

The liquidation process involves the closure of accounting records, a coordination phase with auditing professionals to present all ongoing audits and, finally, the appointment of a liquidator to dissolve the company.

RTS ADVISORY will deal directly with:

• compiling and submitting the documentation to the RoC (within 14 days from the date of liquidation) in order to put the company into liquidation, which includes the following forms:
  1. resolution signed by the shareholders;
  2. form B1 – Notice of liquidation;
  3. form B2 – Declaration of solvency signed by the directors (to determine the balance as at the date of liquidation or up to 3 months before);
  4. form L – Appointment of the liquidator;
• notice of publication in the newspaper;
• liquidation of any activity and payment of any remaining creditors;
• confirmation to the tax institutions IRD, ROC and the VAT office that there are no outstanding accounts with them. It is not possible to liquidate companies that are in debt of VAT and taxes;
• preparation of the liquidation balance sheet starting from the liquidation date up to the distribution date;
• filing of the tax return for the year in which the liquidation accounts are prepared;
• presentation of the liquidation balance sheet and the distribution scheme to the RoC (within 7 days from the liquidation date);
• submission of documentation for the suspension of the company from the registry of companies.
• submission of documentation to the Treasury (IRD – Inland Revenue Department), for the tax audit imposed by law before the suspension of the company from the company registry.