Voluntary liquidation is a structured legal process under the Companies Act (Cap. 386), typically undertaken when shareholders decide to wind up a solvent company. It is not merely an administrative formality; it requires careful planning, compliance, and transparency.

How the process works

Special resolution

Shareholders must pass a resolution during a general meeting to formally confirm the intent to liquidate.

Appointment of a liquidator

Once appointed, the liquidator assumes control of the company’s affairs, taking over from the directors. Their responsibilities include:

• Realising company assets and settling outstanding liabilities
• Preparing financial statements on a break-up basis in accordance with IFRS or GAPSME
• Ensuring full compliance with statutory obligations

Why it matters

The liquidator plays a critical role in safeguarding assets, preventing fraud, and reporting to shareholders. Once all obligations are met and surplus funds are distributed, the company is formally removed from the register.

Key takeaway

For business owners and finance professionals, understanding voluntary liquidation is essential for strategic planning and compliance. The process demands accuracy, accountability, and careful oversight to ensure a smooth conclusion.
If you are considering winding up your company, RSM Malta can provide guidance to ensure the process is efficient, compliant, and well-managed.

Article Written by Rachel Mamo, Manager - Outsourcing