Companies Act (Cap. 386)

Companies Act (Cap. 386), article 283

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283. (1) In the event of the winding up continuing for more than twelve months, the liquidato r shall summon a general meeti ng of the company and a meeting of t he creditors at the end of the first period of twelve months from the commencement of the winding up, and of each succeeding period of twelve months, or at the f irst convenient date within three months from the end of the period of twelve months, or within a longer term as the Registrar may all ow, and shall lay before the meeti ngs an account of his acts and dealings and of the conduct of the winding up during the preced ing twelve months, includi ng a summary of recei pts and expenditure. (2) If the liquidator fails to comply with the provisions of sub - article (1), he shall be liable to a penalty. (3) A member or members holding not less than one tenth of the paid up share capital having the right to vote at general meetings of the company or a creditor or creditors representing not less than one tenth in value of the company creditors may, at a ny time, by request in writing require the liquidator to convene a general meeting of the company, or a creditors’ meeting, as the case may be. Such request shall be signed by such member or members, or such creditor or creditors, a s the case may be, and shall st ate the objects of the meeting. Final meetings.284. (1) As soon as the affairs of the company are fully wound up, the liquidator shall make an account of the winding up, sho wing how the winding up has been conducted and how the property of the company has been disposed of, and shall draw up a scheme of distribution indicating the amo unt due in respect of each share from the assets of the company, where applicable, and he shall cause the account to be audited by one o r more auditors appointed by resolution of the creditors, or in default by the court. The li quidator shall thereupon call a general meeting of the company and a meeting of the creditors for the purpose of laying the account and scheme of distribution, if any, together with the auditors’ rep ort, before the meetings and giving any explanations thereof. (2) Within seven days after the da te of the meetings or , if the meetings are not held on the same date, after the date of the l ater meeting, the liquidator shall send to the Registrar a copy of t he account and of the scheme of distr ibution, if any, together wit h the auditors’ report, and shall make a return to him of the holding of the meetings and of their dates; and if the copy is not sent or the 178 CAP. 386.] COMP ANIES return is not made in accordance with this sub-article the liqu idator shall be liable to a penalty, and, for every day during which t he default continues, to a further penalty: Provided that, if a quorum is not present at either such meeting, the liquidator shall, i n lieu of the return mentioned in this sub-article, make a return that the meeting was duly summoned a nd that no quorum was present thereat and upon such a return being made the provisions of this sub-article as to the making of the return shall, in respect of that meeting, be deemed to have bee n complied with. (3) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required by this artic le, he shall be liable to a penalty. (4) The provisions of article 274(4) shall apply to an auditor appointed in terms of sub-article (1). Striking company’s name off the register. Amended by: XXIV .1995.362.

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Text read from the consolidated PDF published by Legislation Malta. Tables, figures and marginal notes may be incomplete or out of place: the official PDF is authoritative. General information, not legal, tax or accounting advice.