Company Dissolution and Winding Up Template (Malta)

Maltese equivalent and when to use it

The local equivalent is a member or director resolution for dissolution and consequential winding up, paired with the relevant MBR filing, solvency assessment, liquidator appointment, creditor handling, tax/VAT close-out and document retention plan.

For Malta, the useful question is not just what the document is called, but whether it lines up with the Malta Business Registry, the Companies Act, the tax and VAT record trail, employment-transfer rules, copyright permissions and any online filing or authority notification that sits outside the private document.

Use this template to prepare a working draft in the browser, then download a DOCX for editing and a PDF for signature or circulation. Where an MBR form, BAROS filing, court process, tax registration, IDPC notification, Jobsplus or Identita submission, or Arts Council Malta application is required, the template remains a supporting document and the official step must be completed separately.

Legal and practical basis in Malta

The Malta Business Registry official forms page lists Form B1(A), Notice of resolution for dissolution and consequential winding up, and Form B(2), Declaration of solvency, for limited liability companies.

The European e-Justice Malta register page states that dissolution, liquidation and winding-up documents are stored in the register, and that company status may show whether the company has been dissolved.

The MBR site states that the Registry houses the Insolvency and Receivership Service, responsible for the Insolvency Register and overseeing corporate insolvency, debt restructuring and orderly winding up.

Decisions before filling

Decide whether this is a voluntary solvent winding up, members’ decision, creditor-sensitive process, strike-off risk or insolvency route. Do not use a simple resolution to mask insolvency.

Name the proposed liquidator, powers, bank accounts, records, creditors, tax/VAT registrations and MBR forms.

Confirm who will keep company books, VAT records, annual returns, accounts, beneficial-ownership records, employment records and notices after closure.

Attachments and proof trail

Attach the evidence that makes the document checkable: member or board resolution, MBR Form B1(A), solvency declaration where applicable, liquidator consent, creditor list, asset list, VAT/tax records, accounts and MBR filing receipts. The attachment name, date and version should match the signed document, email thread, filing receipt and archive folder.

If an attachment changes after signature, do not silently replace the old file. Record who approved the change, whether a new signature, MBR filing, debtor notice, employee transfer declaration, copyright permission or IDPC assessment is needed, and where the previous version remains stored.

Most disputes are evidence disputes. The missing item is often a resolution, proof of bank deposit, MBR form, fiscal record, assignment notice, asset list, employee schedule, photo credit, recording licence, breach log or acknowledgement of receipt. This template makes those items visible instead of leaving them in informal messages.

Records, tax and data protection

Many of these documents contain personal data: names, addresses, signatures, shareholder or director details, artist photos, employee lists, debtor files, customer databases, access credentials and device identifiers. Share only what is necessary for the transaction or filing.

The Malta Tax and Customs Administration states that VAT records, information, documents and accounts must generally be retained for at least six years, with longer electronic retention for certain intra-community distance sales and special timing for capital goods. If the document affects invoices, assets, consideration, business transfer or liquidation, record retention must be planned with the contract.

The IDPC states that a controller must notify a personal data breach within 72 hours of becoming aware of it unless the breach is unlikely to result in a risk to data subjects. Asset, data, press and employee-transfer documents should therefore identify data-bearing assets, access handover and incident responsibility before something goes wrong.

How to fill it

Start with the document function: identify the winding-up route, liquidator and whether the company is solvent. Then enter parties exactly as they appear in the MBR, contract, grant application, invoice, employment record or press file.

Use consistent vocabulary across the whole packet. If the parties use both a Maltese statutory term and a commercial English label, choose one main label and define the other. Dates, amounts, annexes, rights, filings and notices must match the resolutions, accounts, tax records, contracts and authority submissions.

Before sending, produce a PDF for signature or controlled circulation and keep a DOCX working copy. Store the signed copy, filing receipt, notice evidence, email acknowledgement, invoice, payment proof, consent, licence or reference number together with the final document.

Quality check

Read the document as if you were the recipient. Can you tell who is deciding, selling, assigning, paying, transferring, publishing, storing or notifying without a phone call? If not, add a definition, schedule or next-step clause.

Check for contradictions between the document and the rest of the file: company name, registration number, registered office, share capital, authorised signatory, price, assets included, employees transferred, data files, copyright permissions, filing deadlines, tax records and attachments.

If the matter involves high value, regulated activity, company filings, minority shareholders, employees, foreign parties, security interests, insolvency risk, copyright exploitation, personal data or official grant money, get professional review before signing.

Limits

This template does not replace the Malta Business Registry portal, a Companies Act filing, BAROS submission, court process, statutory form, tax or VAT registration, Jobsplus/Identita process, IDPC breach notification, copyright licence or professional advice.

It also does not guarantee that a grant will be awarded, a debtor will pay, a creditor will release an existing debtor, a buyer will avoid employee-transfer consequences, an asset list will exclude hidden liabilities, or press material may be used in every channel. Those outcomes depend on facts, contracts, statutory filings and consents.

Clause-by-clause guide

Resolution

Records the decision to dissolve and wind up the company.

Solvency

Identifies whether a declaration of solvency is required or available.

Liquidator

Names the person handling assets, creditors, filings and records.

Creditors

Plans notice, verification, payment and unresolved liabilities.

Registry forms

Links the resolution to MBR filings such as Form B1(A) and Form B(2).

Records

Preserves accounts, VAT records, resolutions, returns and winding-up evidence.

Malta checklist

Before signing, filing or storing the document, check these Malta-specific points and sources.

• Use the correct MBR forms

  MBR lists Form B1(A) for dissolution and consequential winding up and Form B(2) for declaration of solvency.

  MBR official registry forms

• Record winding-up documents

  The register stores dissolution, liquidation and winding-up documents.

  European e-Justice - Malta business register

• Check insolvency route

  MBR houses the Insolvency and Receivership Service for corporate insolvency and orderly winding up.

  Malta Business Registry

• Retain VAT evidence

  VAT records are generally retained for at least six years, subject to special rules.

  MTCA VAT records

How to use this template

1. Choose the legal function. Choose the winding-up route and confirm solvency before drafting the resolution.
2. Collect schedules. Prepare member or board resolution, MBR Form B1(A), solvency declaration where applicable, liquidator consent, creditor list, asset list, VAT/tax records, accounts and MBR filing receipts, plus the responsible contacts and archive location.
3. Fill the document. Enter parties, dates, amounts, rights, filings, notices, attachments, approvals and evidence owners.
4. Run the Malta checks. Compare the draft with the MBR, tax, VAT, employment, copyright and IDPC checklist before signing.
5. Download and store. Download DOCX for edits and PDF for signature; store receipts, notices, licences, filings, payments and signed versions.

Frequently asked questions

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