The most important factors before starting the procedure are the following:
(a) The company must not have any assets nor liabilities
(b) The company must have settled all its tax, VAT (if applicable)
(c) Audited financial statements of the company must be prepared
Procedure
- Board of the Directors passes a resolution, which includes a decision of Strike Off, for a reason that the company is no longer active
- The company sends a notice to the Registrar of Companies that it wishes to be struck off specifying that it does not have any operations, signed by the Directors
- The company sends a relevant notice to the Tax Authorities
- The Registrar of Companies publishes a notice in the Government Gazette that if no-one objects to that, the company will be struck off the Register three months after the publication of the notice.
- After the three month period, the Registrar publishes a notice in the Government Gazette that the company has been struck off.
Voluntary Liquidation
The most important factors before starting the procedure are the following:
- The Declaration of Solvency is made by Board of the Directors under oath that the company has enough assets to settle all its liabilities within the next 12 months following the commencement of the liquidation.
- Audited financial statements of the company must be prepared
Procedure
- The shareholders of the company, at an extraordinary general meeting decide to place the company into liquidation and they appoint a liquidator
- The liquidator informs the Registrar of his appointment along with the Declaration of Solvency (within 5 weeks of the extraordinary general meeting)
- The Registrar of Companies publishes in the Government Gazette the intention of the company to be liquidated
- The liquidator proceeds with the payment of the company’s debts, the sale of the assets, distribution of surplus to the shareholders etc and when he is ready he convenes the shareholders’ final meeting by placing a publication in the Government Gazette which will give one month notice to the shareholders
- The liquidator presents its final accounts to the members at the meeting and if all is accepted, the liquidator sends a relevant notice to the Registrar
- The Registrar publishes the liquidation of the company 3 months after the date of the final general meeting.
Liquidation by the Court
The law (Companies Law, Cap. 113) lists a number of reasons where a company may apply to court and request that a liquidation by the court takes place, however the most common reason for a company to request such a form of liquidation is where the members wish to proceed with a voluntary liquidation and the directors are not in a position to make the Declaration of Solvency.
The Court appoints the Official Receiver as the liquidator of the company who carries out all the obligations of a liquidator.
Involuntary Liquidation (Bankruptcy)
If a creditor manages to obtain a court judgement against the company for an amount higher than around 800 Euro such party may, as an execution measure file an application to court to declare the company bankrupt and force it under liquidation. Such liquidation shall be carried out by the court.
