Companies Act (Cap. 386), article 325

325. (1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operati on, he may send to the company by post a letter inquiring whether the company is carrying on bus iness or is in operation. (2) If the Registrar receives an answer to the effect that the company is not carrying on business or is not in operation, or does not within one month of sending t he letter receive an answer thereto, he may send to the company by post and publish a notic e in COMP ANIES [CAP. 386. 195 the Gazette or on a website maintained by the Registrar and in a daily newspaper circulating wholly or mainly in Malta that, at the expiration of three months from the date of the last publicatio n of the said notice, the company’ s name shall, unless cause is previously shown to the contrary or the Registrar is satisfied that there are sufficient grounds not to proceed with the striking o ff, be struck off the register; and the assets of the company shall de volve upon the Government of Malta. (3) If, in any case where a company is being wound up voluntarily, the Registrar has reasonable cause to believe eith er that no liquidator is acting or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator in terms of article 322 are overdue by six months or more, the Registrar may publish in the Gazette or on a website maintained by the Registrar and in a daily new spaper circulating wholly or ma inly in Malta, a notice that at the expiration of three months from the date of the last publication of the said notice, the winding up of the company shall, unless cause is p reviously shown to the contrary , be deemed to be concluded and consequently that the company’s name be struck off the register. The Registrar shall also cause a co py of the said notice to be sent by post to the company and to the liquidator, if any. At the expira tion of the aforesaid period o f three months the winding up of the company shall, unless cause is previously shown to the contrary, be deemed to be concluded and the Registrar shall strike the name of the company off the regi ster and the company’s assets shall d evolve upon the Government of Malta. (4) If any member or creditor o f the company, or any other person who appears to the Court to have an interest feels aggri eved by the fact that the name of the company has been struck off th e register by virtue of this article, the Court on an application made by the member or creditor or such other person before the expiration of five years from the publication of the notice of the striking off provided for in sub-articles (2) and (3) may, if s atisfied that it is proper that the name of the company be restored to t he register, order that such name be restored to the register, and upon an official copy of the order being delivered by the Registrar of the Courts to the Registrar for re gistration, the company shall be deemed to have continued in existence as if its name had not be en struck off; and the Court may by its order give such directions and make such provisions as seem fit for placing the company and al l other persons in the same position as nearly as may be as if th e name of the company had not been struck off. The Registrar shal l forthwith proceed to publish a notice in t he Gazette or on a we bsite maintained by the Registrar and in a daily newspaper circulatin g wholly or mainly in Malta that the name of the company has been restored to the register: Provided that in the event that a company’s name is restored on the register in accordance with this sub-article, and the C ourt by its decree, would have directed t hat the name of the company be restored on the register for a definite period and such definit e period would be nearing expiration, and the member or creditor of 196 CAP. 386.] COMP ANIES the company, or any other person who appears before the Court a nd informing it that is has an in terest, would still have such an interest due to ongoing proceedings, the said person may, jointly with t he Registrar submit an application to the Court asking for an exte nsion of the time period for which the company’s name is to remain restored to the register: Provided further that the said joint application before the Court is to be accompanied, on pain of nullity, with documentar y evidence, including the pending court case reference number of the ongoing proceedings. (5) A notice to be sent under this article to a liquidator may b e addressed to the liquidator at h is last known place of business or address, and a letter or notice to be sent under this article t o a company may be addressed to the company at its registered offic e. (6) Notwithstanding that the name of the company has been struck off the register in terms of the preceding provisions of this article, the liability, if any, o f every director or other offi cer of the company and of every member of the company shall continue and may be enforced as if the name of the company had not been struck off the register. (7) Notwithstanding the provisions of article 429(1), the provisions of this article sha ll apply to companies whose dissolution and consequential winding up is regulated by the Ordinance. Relationship with enactments on bankruptcy. Cap. 13.