Restoration of a struck-off company in Malta is still broadly available, but the current position should be read in light of the Companies Act and recent practice: the court can restore a company where an interested person applies, and the usual route remains restoration under Article 325(4) or Article 300B, depending on the ground for strike-off. The company is generally treated as if it had never been struck off once the restoration order is registered, but the practical steps and compliance expectations have become more detailed in recent years.
Who Can Apply for the Restoration of a Struck-off Company
The right to apply is not limited to directors. An application may be brought by any person with a legitimate interest. Former shareholders, creditors, and other aggrieved parties with a legitimate interest may seek restoration, particularly where the company still holds assets, owes debts, or needs to be revived for ongoing business. Maltese practice has also recognised that the court looks at whether the applicant is properly connected to the company’s revival, especially where restoration is needed to regularise assets, liabilities, or ongoing proceedings. In short, the applicant does not need to be the company itself; what matters is a sufficient interest in restoring it.
Time Limit
The standard deadline remains five (5) years from publication of the strike-off notice in the Government Gazette. If the five-year period has expired, the ordinary court restoration route is generally no longer available, so timing is critical. That means the application should be prepared as soon as the strike-off is discovered, especially where bank accounts, real estate, or litigation are affected.
Typical Restoration Reasons
The court must be satisfied that restoration is proper, just, and equitable in the circumstances. Typical reasons include that the company was still carrying on business at the time of strike-off, that the strike-off was triggered by a compliance issue rather than a true cessation of business, or that restoration is needed to deal with assets or liabilities that still exist. Recent case reporting also shows the court paying close attention to whether the company has now regularised the underlying default, especially where beneficial ownership filings were the original problem.
Compliance Before Restoration
In practice, the company usually has to clear the non-compliance that led to the strike-off before or alongside the court application. That commonly means filing overdue annual returns, audited financial statements, and beneficial ownership documentation, and paying outstanding MBR penalties and fees. This is consistent with the MBR’s broader compliance framework, which requires annual returns within 42 days of the anniversary date and ongoing record-keeping obligations. Where beneficial ownership information was missing, recent decisions show the court expecting full rectification before ordering reinstatement.
Procedure and Timeline
- A lawyer prepares and files the court application in the Civil Court, Commercial Section.
- The company regularises its filings and settles outstanding penalties with the Malta Business Registry.
- The court hears the matter and, if satisfied, orders the company restored to the register.
- An official copy of the order must then be delivered to the Registrar within seven (7) days, after which the restoration is registered and takes effect.
The overall timeline depends on how quickly the compliance issues are fixed and on court scheduling, but the statutory restoration process itself still turns on the five-year filing window and prompt registration of the order.
Post-restoration Obligations
Once restored, the company must immediately maintain full good standing going forward, especially with annual returns, audited accounts, and beneficial ownership updates. Restoration does not erase the need for continued statutory compliance, and a company that is restored but remains non-compliant risks repeating the same problem. For that reason, restoration is best treated as a reset, not a cure-all.
How Can We Assist
If you require assistance with maintaining your company’s compliance status, or if your company has been struck off the Registry due to non-compliance, please do not hesitate to contact us. Papilio Services is equipped to assist you with any of the aforementioned.
*This article is for information purposes only and should not be construed as legal and tax advice.
