Reviving a defunct company

Company Malta

It is a known fact that in the past few years over ten thousand Maltese Limited Liability Companies have been struck off from the Malta Business Registry (MBR). The primary reason was typically the non-compliance with the Beneficial Ownership Regulation rules that came into force in 2018. The clampdown by the registry on companies that were not fully compliant led to a number of companies being struck off as per article 325 of the Companies Act.

A Maltese Limited Liability Company has a number of obligations to follow and duly inform the MBR on the record keeping of various board minutes, the filing of annual returns, the filing of Beneficial Owners (BO) declarations and the filing of accounts. There are also other requirements, such as record keeping of shareholder registers and the issuing of share certificates, list of directors, company minutes. These are to be physically stored in the registered address of the company and easily available for inspection.

Typically a company that has corporate shareholders in excess of 25% of their share capital is susceptible to be ready for such an inspection. This is an exercise which the MBR has to do periodically since the Registry is also a subject person and subject to various rules of compliance.

The case under review involves a company that has been struck off from the MBR for non-compliance of the Companies Act. The company was incorporated in 2015. The company had a corporate shareholder and subsequently failed to notify the MBR to submit the BO form since the new rules came into place in 2018. Consequently a notice was sent to the company’s registered address in 2020 to inform it that it was in breach of Regulation 8 of the Companies Act Regulation (Register of Beneficial Owners) and since the company failed to rectify it’s position, it was eventually struck off in 2021.

The client company came to Sciberras Advocates to request assistance and the procedure of Article 325(4) of the Companies Act (Chapter 386 of the Laws of Malta) was used to restore the company. Through intermediaries, the company filed it’s BO Declaration, submitted pending annual returns, updated the accounts and paid the respective fines. After that, the MBR issued a no objection notice and in 2022 the company was restored.  Such notice was published on a local newspaper and the MBR website. In terms of the law, a company that has defunct and has been revived is considered to have continued in existence as if its name had not been struck off.

Speak to Sciberras Advocates should you require any assistance in keeping your company in good standing and in case the company has been struck off from the Registry for non-compliance. Sciberras Advocates can assist with any of above procedures.  

This article is for information purposes only and should not be construed as legal advice.

Article written by Dr Adrian Sciberras, FCCA, MIA, CPA, LL.B. (Hons) (Melit.), M. Adv (Melit.), Advocate and Certified Public Accountant is the founder of Sciberras Advocates.

Sciberras Advocates founded by Dr Adrian Sciberras, is a law firm based in Malta. The firm prides itself to be multi-disciplinary, innovative and flexible in order to meet the changing times and any challenges in the local and international legal scenario. No matter what private or corporate complex demands are called for, Sciberras Advocates offers practical and cost-effective legal solutions to achieve your desired results. You may reach Sciberras Advocates by phone on +35627795222 or via email on [email protected].

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