Restoring a company’s name on the Register : analysing the remedy available to interested persons

Abstract

A Maltese entity generally comes into existence by the legal process of incorporation and effectively ceases to exist when the company’s name is struck-off the Register. A company may be struck-off the Register following voluntary winding up, winding up by the court, or via an administrative act performed by the Registrar. In certain cases, although the stakeholders are notified prior to a company being made extinct, interested persons may still be aggrieved by a company’ name being struck-off the Register, particularly in cases where such persons had a vested interest in the company and that they were irremediably prejudiced by such striking-off. In such cases, the law, in trying to protect the stakeholders’ general interest, allows for the striking-off of a company to be contested in court and a request to the court is made to restore the existence of the company. In view of limited academic studies on the subject, the primary aim of this thesis shall be to analyse the relevant provisions available under Maltese company law in an attempt to examine the framework for company restoration under Maltese law. In order to provide an enhanced analysis of the legal principles derived from Maltese company law, due to limited judicial precedents in Malta, this study shall seek to compare and contrast Maltese and UK legislative provisions with a view to highlight the main similarities and then extrapolate the key differences between statutory provisions found therein. Subsequently, a detailed analysis of local case studies shall be presented in an attempt to analyse the legal parameters available to interested persons when applying to the court to order a company’s restoration, and in conclusion, a number of recommendations shall be put forward designed to address theoretical and practical issues arising from company restorations.