Companies Act (Cap. 386), article 214A

214A. ( 1 ) A c o m p a n y w h i c h h a s b e e n v a l i d l y r e g i s t e r e d f o r a minimum period of six months may by an application to the Registrar be dissolved and have its name struck off the register in accordan ce with this article: Provided that the provisions of this article shall not apply to entities regulated by any applicable law in Malta or to public limited companies. (2) The application for the simplified dissolution and striking- 150 CAP. 386.] COMP ANIES off procedure as provided in sub-article (1) may not be made if at any time in the six months preced ing the date of the applicatio n the company would have: (a) carried out any changes in its name; or (b) traded or otherwise carried on business; or (c) employed employees other than any person who is an officer of the company; or (d) outstanding documents or penalties with the Registrar which remain outstanding as at the date of the application; or (e) any of its shares pledged. (3) The application shall be made by means of a prescribed form submitted to the Registrar for registration, signed by the directors of the company a nd shall be accompanied by a: (a) prescribed form B1; (b) signed declaration by all directors, contained on the prescribed form referred to in paragraph (a) confirming that the company: (i) is not a regulated entity; (ii) has discharged in full any liabilities towards its creditors and, or such liabilities have been written off by its creditors, other than if applicable, any outstanding fees to the co mpany’s current officers or current corporate service providers and, or any loans payable to any of the company’s shareholders; (iii) has no pending court proceedings in, or outside of Malta; (iv) does not have any assets in excess of five thousand euro (€5,000); (v) has not entered into any deeds or contracts in the previous six months, other than with service providers to the company; (vi) has no outstanding amounts due to any government authority or body; (c) confirmation by any of the directors of the company that: COMP ANIES [CAP. 386. 151 (i) a shareholders’ resolution has been duly adopted to approve the simplified voluntary dissolution procedure referred to in this article, in accordance with the company’s memorandum and articles of association; (ii) all bank accounts, if any, have been closed; (iii) where applicable, an application has been filed online for the de-registration of the company for value added tax purposes in Malta; (iv) no persons are employed by the company other than any person who is an officer of the company. (4) The directors are required to confirm to the Registrar in their personal capacity, as the last appointed officers of the company, that they shall be reta ining the details of the benefi cial owners and financial records as mandated by law or duly inform the Registrar as to who is the des ignated person to retain such information. (5) The directors and secretary of the company shall retain all their powers and duties under the Act until the date of the company’s name is struck off from the register. (6) If the Registrar is satisfied that all the conditions established by the foregoing sub-articles have been complied wi th, he shall proceed to publish a no tice in the Gazette or on the w ebsite maintained by the Registrar and in a daily newspaper circulatin g wholly or mainly in Malta that, at the expiration of three mont hs from the date of the publication of the said notice, the compan y’s name shall be struck o ff from the register. (7) Any interested person may, by means of an application, request the court to order the restoration of the company’s nam e on the register after it has been struck off. (8) Notwithstanding sub-articles (5) and (6), the liability, if any, of every director or other officer of the company and of e very member of the company shall subsist and may be enforced as if t he name of the company had not been struck off from the register. (9) Any director of a company making a false declaration shall b e guilty of an offence and liable on conviction to a fine ( multa) of not more than forty-six thousand and five hundred and eighty-seven euro (€46,587), or to imprisonment for a term not exceeding three ye ars, or to both such fine and imprisonment, and if the debts of the com pany are not paid or settled in full within the period stated in the declaration, it shall be presumed, until the contrary is shown, that the dir ector did not have reasonable grounds for this opinion. Meaning of "contributory".