Powers of directors and company secretary to cease. 295. On the appointment of a liquidator, all the powers of the
directors and of the company secretary shall cease, except as may be otherwise provided in this Title.
Summoning of meetings. 296. (1) The liquidator, including the official receiver while
occupying the office of liquidator, shall summon all meetings of creditors or contributories by giving not less than fourteen days’ notice thereof in a daily newspaper circulating wholly or mainly in Malta; a nd sh all, n o t less th an fou rtee n day s before th e day appointed for the meeting, send by post to every person appearing in t he com pa ny ’s a cc ount in g r e c or d s t o b e a c r e di t or o f t he company, notice of the meeting of creditors, and, to every person appearing in the company’s accounting records or otherwise to be a c o n t r i b u t o r y o f t h e c o m p a n y, n o t i c e o f t h e m e e t i n g o f contributories.
(2) The notice to each creditor shall be sent to the address given in the creditors’ proof of his debt, or, if he has not proved his d e b t , t o t h e a d d r e s s g iv e n i n t he s t a t e m e n t o f a ff ai r s o f t h e company, if any, or to such other address as may be known to the person summoning the meeting.
(3) Where there is no continuing liquidator, any member, creditor or contributory may apply to the court for directions as to the summoning and holding of a meeting.
(4) The provisions of this article shall not apply to meetings held under article 278 or article 284.
Proof of notice and chairman of meeting. 297. (1) A certificate by the official receiver, or an affidavit by
the liquidator or creditor, or as the case may be by some officer of the company, that the notice of any meeting has been duly posted, shall be sufficient evidence of such notice having been duly sent to the person to whom the same was addressed.
(2) The involuntary omission of any notice required to be given b y a r t ic l e 2 9 6 o r a n y o t h e r p ro v i s i o n o f t h i s Ti t l e s h a l l n o t invalidate the meeting.
(3) Where a meeting is summoned by the official receiver or the liquidator, he or someone nominated by him shall be chairman of the meeting. Resolutions of creditors and contributories. Amended by: IV. 2003.116.
298. (1) (a) At a meeting of creditors a resolution shall be deemed to be passed when a majority in value of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution. (b) At a meeting of contributories a resolution shall be
deemed to be passed when three-fourths in value of the contributories present in person or by proxy and voting on the resolution, or a majority in value of all the
contributories, have voted in favour of the resolution. The value of the contributories shall be determined according to the number of votes conferred on each contributory by the memorandum or articles of the company or, if the memorandum and articles are silent, according to the value of their respective liabilities to contribute.
(2) The provisions of this Act and of the memorandum or
articles of the company with respect to proxies at general meetings of the company shall apply to proxies at meetings of creditors and contributories, with such modifications and adaptations as may be required.
(3) A copy of every resolution of a meeting of creditors or contributories in a winding up by the court shall be certified by the official receiver or the liquidator, as the case may be, and filed in the Registry of the Superior Courts.
(4) Where a resolution is passed at an adjourned meeting of any creditors or contributories of a company, the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed at any earlier date.
Other proceedings at meetings.
299. (1) A meeting of creditors or contributories may act provided there is a quorum present consisting of:
(a) in the case of a creditors’ meeting, at least three creditors or all the creditors where these number less than three; and
(b) in the case of a meeting of contributories, at least three contributories, or all the contributories where these number less than three.
(2) If within half an hour from the time appointed for the meeting, a quorum of creditors or contributories, as the case may be, is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day or time or place as the chairman may appoint, but so that the day appointed shall be not less than seven and not more than twenty-one days from the day from which the meeting was adjourned, and at such adjourned meeting the number present or represented shall form a quorum and may act for any purpose.
(3) The chairman may, with the consent of the meeting, adjourn it from time to time and from place to place, but the adjourned meeting shall be held at the same place as the original meeting unless in the resolution for adjournment another place is specified or unless the court otherwise orders.
(4) The chairman shall cause minutes of the proceedings of meetings to be drawn up and properly entered in a book kept for that purpose and the minutes shall be signed by him.
(5) A list of creditors and contributories present at every meeting shall be made and kept in such form as the chairman may deem appropriate or as may be prescribed.
Notice of resignation or removal of liquidator. Amended by: XXIV.1995.362.
300. (1) Upon the resignation of a liquidator from his office, he shall deliver to the Registrar for registration a notice of his resignation and the resignation shall only become effective on such registration.
(2) Where a liquidator is removed from office by the court in accordance with the provisions of this Title, the Registrar of Courts shall forthwith deliver a notice of such removal to the Registrar for registration.
(3) Where a liquidator has been removed by an extraordinary resolution of the company in a members’ voluntary winding up, a notice thereof shall be delivered to the Registrar for registration by any member of the company who has duly been authorised by the same resolution or by the company in general meeting.
(4) Where a liquidator has been removed by a resolution of the creditors in terms of article 298, in a creditors’ voluntary winding u p , a n o t i c e t h e r e o f s h a l l b e d e l i v e r e d t o t h e R e g i s t r a r f o r registration by any creditor of the company who has been duly authorised by the same resolution or by the creditors’ meeting.
Rectification of scheme of distribution.
Added by: IV. 2003.117.
300A. (1) Where in the course of the winding up of a company the liquidator has not taken into account any asset of the company, and the name of the company has been struck off the register, any interested person may, by an application, request the Court to order the rectification of the scheme of distribution, and the Court may, where it considers it appropriate, order such rectification under those terms and conditions it may deem fit.
(2) Where a company has made a distribution to its
shareholders pursuant to a scheme of distribution and the name of such company has been struck off the register, any creditor whose claim against the company has not been satisfied may, by an application, claim what is due to him from the shareholders of the company pro rata to the amount received by the shareholders upon t h e d i s t r i b u t i o n , a n d t h e C o u r t m a y, w h e r e i t c o n s i d e r s i t appropriate, order that payments be made by the shareholders to such creditor under those terms and conditions it may deem fit:
Provided that in no case shall a shareholder be required to c o n t r i b u t e a n a m o u n t e x c e e d i n g t h a t r e c e i v e d b y h i m u p o n distribution.
(3) No application may be made under this article after the expiration of five years from the date on which the name of the company has been struck off the register.
Restoration of company name on register.
Added by: IV. 2003.117.
300B. (1) Where a company has been struck off the register, any interested person may, by an application, request the Court to order that the name of the company be restored to the register and the winding up be reopened.
(2) Where, on an application made in terms of subarticle (1), the Court is satisfied that the winding up and striking off of the company has been vitiated by fraud or illegality of a material nature, the Court may order that the name of the company be restored to the register and the winding up be reopened for such
purposes and such period as the Court shall specify in its decision, and the Court shall give such directives and impose such conditions as it may consider appropriate.
(3) The Court shall only accede to the application where it is satisfied that this is the only remedy available.
(4) In its decision the Court shall also determine whether its orders and directives shall be effective in favour of all persons or shall apply limitedly to specified persons indicated in the decision. (5) No application may be made under this article after the expiration of five years from the date on which the name of the company has been struck off the register.
Chapter II - Proof and ranking of claims