Recent amendments to the Companies Act (Cap. 386 of the Laws of Malta), introduced a new simplified dissolution procedure, allowing eligible companies to wind up voluntarily through a more streamlined and cost-effective process. This reform is part the Malta Business Registry’s broader commitment to reducing unnecessary bureaucracy and supporting the needs of modern businesses undertaken in collaboration with.
Who Qualifies for Simplified Dissolution?
The simplified procedure is available to solvent private limited liability companies that have been registered for at least six months and have not in the six months preceding the date of the application for simplified dissolution and striking off:
- changed their name;
- traded or otherwise carried on business;
- employed employees other than person who is an officer of the company;
- have any pledged shares; or
- have as at date of application documents or penalties which are still outstanding with the MBR.
How does the Simplified Dissolution process work?
The directors shall apply to the MBR for simplified dissolution by submitting an application on the prescribed form, including a declaration confirming that:
- the company is not a regulated entity;
- the company has no outstanding liabilities, including debts, taxes, penalties, or other outstanding amounts due to creditors or any government authority or body;
- The company has no pending court proceedings in or outside of Malta;
- The company’s assets do not exceed €5,000;
- The company has not entered into any deeds or contracts in previous 6 months other than contract with service providers to the company.
The directors must confirm that:
- the shareholders have adopted a resolution approving the simplified dissolution;
- any bank accounts have been closed;
- an online form for VAT deregistration has been filed (where applicable);
- no persons, other than the officer of the company are employed by the company.
Do the directors retain any responsibilities throughout the process and following the dissolution given that no liquidator is appointed?
The directors and company secretary retain all their powers and duties until the company is struck off the register.
Furthermore, the directors must confirm to the MBR that they shall be retaining details of the beneficial owners and financial records as mandated by law or inform the Registrar of the person designated to retain such information.
Can a company dissolved in this manner be reinstated?
Yes, any interested person may apply to the court requesting that a company which has been dissolved through the simplified dissolution procedure be restored to the company register.
How Vertex Alliance Can Help
At Vertex Alliance, we continuously monitor legislative and regulatory developments to ensure that you don’t have to. Our corporate services team works to ensure that our clients remain fully informed and compliant and is ready to assist you in with all of your corporate requirements, preparing the required documentation and handling the entire process from start to finish.
Please get in touch with our Corporate and Tax Manager, Michelle de Maria, mdemaria@valtd.com.
