Issue link: https://maltatoday.uberflip.com/i/1494707
maltatoday | SUNDAY • 5 MARCH 2023 11 LAW CLASSIFIEDS IF the reason for a company does not exist anymore, then the company should be liqui- dated. This was held in an ap- plication presented by Petroza- vodsk Gruppa Limited before the Civil Court in its Commer- cial Jurisdiction, presided by Mr Justice Ian Spiteri Bailey and decided on 6 March 2023. In its application the compa- ny asked the Court to liquidate the company in terms of Article 214(1)(a) of the Companies Act and to appoint a liquidator to carry out the liquidation pro- ceedings. The company explained that the company had approved a resolution for the company to be liquidated. It was set up in 2014 in order to hold shares in other compa- ny. The only subsidiary company was Besedka Software & Ser- vices Limited, but it stopped its activities and is inactive for the last few years. The directors and the share- holders of the company decided that the company should be liq- uidated. The accounts were not drawn up since 2018 and therefore, the company's financial position is unknown. One of the directors of the company testified and informed the court that he and the other director felt that it is in the best interest of the company to have it liquidated. The shareholders agreed with this. The court analysed Article 214(1)(a) of the Companies Act, which reads: "214.(1) A compa- ny shall be dissolved and conse- quently wound up in the follow- ing cases (a) the company has by extraordinary resolution re- solved that the company be dis- solved and consequently wound up by the court." According to Article 218(1) of the same Act, an applica- tion should be filed for the liq- uidation by the company itself following a decision taken by general meeting or board of di- rectors meeting. The Court saw that the reso- lution approved by the general meeting in March 2022 showed that the company has a number of difficulties to continue to operate. The resolution lists these dif- ficulties. The Court made reference to Prof. Andrew Muscat's book "The Principles of Maltese Company Law". The author wrote: "A Company's substratum is the purpose or group of purpos- es which it is formed to achieve – in other words, its main ob- jects. If the company has aban- doned all its main objects (and not merely some of them) or if in practice it cannot achieve any of them, then its substratum has disappeared..." From the evidence produced the Court concluded that it was now in a point of no return and there was no scope for it to con- tinue. The reasons listed in the res- olution was therefore valid at law. The Court then moved that the company should be liqui- dated and appointed the Offi- cial Receiver to go through the liquidation procedure which in- cluded the declare the financial position of the company and to take control of the assets of the company. Once a company is inactive for a period of time, its liquidation would be justified LAW REPORT MALCOLM MIFSUD Mifsud & Mifsud Advocates CLASSIFIEDS INFO @MEDIATODAY.COM.MT HOLIDAY ACCOMMODATION MARSALFORN, Gozo - holiday apart- ments for short or long lets with mag- nificent sea-views. Call 21556021, 27556021, 79426883 PROPERTY TO LET SHOP TO LEASE - Class 4 B 60 sqm corner shop to lease in San Gwann. Key money €49,888 and €40 a day rental. Call on 79703404. XLENDI - catering premises in prime site to let. Can be used for other com- mercial purposes. Phone 79493021, 79426883, 77481592 or 77484029 PROPERTY FOR SALE SAN GWANN- Open plan 190sqm, ready to move into designer finished second floor apartment in a central quiet street forming part of a block of 5 apartments. Two double A/C bed- rooms and 1 single A/C bedroom, two bathrooms, lift, double glazing doors and windows. Direct from owner €350k inquire on 79402244. TARXIEN - Larger than usual first floor duplex maisonette. Three bed- rooms; double glazed win-dows; inverter air conditioners including solar water heater. Being sold fur- nished. Own airspace with possibility of further development. Contact owner on 99912005/99450639. SERVICES COLLECTIBLE items such panini albums and loose stickers, old post- cards and posted enve-lopes, med- als, militaria, coins and paper mon- ey, books, toys, stamps, badges, paint- ings, gold & silver items etc. Call on 21310238, 99246632. SITUATIONS VACANT THAI TRADITIONAL THERAPIST – Minimum of 10 years' experience required. Salary is ne-gotiable based on skills and experience. Location is San Gwann. Kindly contact Maria at the Wellness Centre on 99596395