Liquidation is the termination of the legal existence of the company by closing its business. Procedures in different countries vary on liquidations of the company, making liquidations in some jurisdictions a breezy undertaking.
In Malta a company can either be wound up the court or by voluntary basis. Even a voluntary liquidation is not a particularly easy process unless you enlist the services of a service provider with in-depth knowledge of the procedures and legislation to assist you in this undertaking.
Once the company shareholders decide that they would like to dissolve a company, a liquidator will be appointed and a number of forms need to filed at the Malta Business Registry (MBR) within 14 days of the date of dissolution. These include:
- Shareholders’ Resolution stating the intention to dissolve – Shareholder(s) signature required
- Form B (1) – Notice of a resolution for dissolution and consequential voluntary winding up – Director(s) signature required
- Form B (2) – Declaration of solvency – Director(s) signature required
- Form L – Notice of appointment of liquidator
- The Statement of Affairs prepared within 6 months of the date of appointment of Liquidator
Upon the appointment of the liquidator, the powers of director(s) and company secretary will cease. The liquidator will perform and finalise an audit of the accounts up to the dissolution date. From this date the liquidator has twelve months were to wind up the affairs of the company by paying all liabilities and disposing of any assets.
Additionally, confirmation from MBR, Tax Department, Vat Department and Jobplus is requested in order to confirm that there are no outstanding amounts by way of tax payable, interest or penalties. If there are any pending balances, the liquidation cannot be finalised. Once confirmation of nil balances is provided de-registration from Vat and de-registration of the company’s PE number can be performed.
The liquidation accounts shall be prepared and audited covering from the date of dissolution to the date liquidation, along with the preparation of the tax return covering the period.
The liquidator shall call for a general meeting to present the audited liquidation accounts including the scheme of distribution. The liquidation accounts will detail how the company was wounded up by the liquidator, whilst the scheme of distribution details the amount due to each shareholder in accordance to their holding of the company.
Submission of the audited liquidation accounts and scheme of distribution to the MBR need to done within seven days of the general meeting approving such liquidation.
Alexandra is an experienced payments’ professional with 10 years experience gained working with global companies, in both established and start-up environments. Prior to joining E&S Group, Alexandra was the Vice President of Customer Services at Credorax Bank, where she managed Global Support (US, Malta), Technical Support, Product Management and Integration. Since joining E&S Consultancy she has been tasked with the preparation of financial statements for various clients. She is currently studying ACCA.
Alexandra is fluent in English and Maltese.
Phone:+356 2010 3020