Malta: Accounting statutory obligations

The Companies Act requires every company to keep proper accounting records for all the transactions taking place during the year.

The accounting records, which must be available for inspection at all times by the directors, are usually kept at the registered office of the company in Malta, but the directors are entitled to decide otherwise. If the accounts are kept at a place outside Malta, financial statements and returns must be sent to and kept at a place in Malta

Financial statements

The directors of every company are required to furnish the shareholders annually at a general meeting with a set of financial statements including a Balance sheet (referred to as a Statement of Financial Position in the IFRS Framework) and an Income statement, together with any other statement and accompanying notes as required in terms of IFRSs as adopted by the EU or, if applicable, as required in terms of GAPSME. The first general meeting for this purpose must be held not later than 18 months after registration of the company. Subsequently, such meetings must be held during each calendar year and not later than 15 months after the previous annual general meeting.

In preparing the financial statements, the directors are required to:

• select suitable accounting policies and apply them consistently
• make judgement and estimates that are reasonable and prudent
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business

The income statement must cover the period commencing with the date of registration in the case of the first set of financial statements of the company, and thereafter the period from the preceding financial statements.

The balance sheet as of the date to which the income statement is made up must be signed by at least two directors or, in the event that the company only has one director, by the sole director. The balance sheet and the income statement must give a true and fair view of the company’s affairs and must be accompanied by an auditors’ report.

A report by the directors, dealing in general terms with the company’s affairs and stating what amounts, if any, they propose to distribute as dividends and to carry to reserves, is also required.

Additionally, the directors prepare a statement outlining their responsibility for safeguarding the company’s assets, maintaining a proper system of internal control and preparing financial statements that comply with the Companies Act and IFRSs as adopted by the EU, or GAPSE, as appropriate.

The annual financial statements, together with the directors’ and the auditors’ reports, must be sent to the shareholders at least fourteen days before the company’s general meeting. The directors must submit the annual financial statements and the directors’ and the auditors’ reports for approval by the shareholders in general meeting as follows:

• Private company – within ten months after the accounting year-end.
• Public company – within seven months after the accounting year-end.

Filing of financial statements

Companies are obliged to deliver to the Registrar a copy of the audited financial statements presented to the shareholders in the general meeting and of the directors’ and the auditors’ reports within 42 days from the end of the period for submitting annual financial statements to the general meeting.

The directors are also required to file an audited set of financial statements of the company when submitting the company’s Tax Return with the Commissioner of Inland Revenue.

Annual return

At least once every year a company is required to file with the Registrar of Companies an annual return signed by at least one director or by the company secretary giving the following information:

• Address of registered office.
• Summary of share capital and debentures.
• List of shareholders.
• Particulars of directors.

The return must show the position as on each anniversary of registration of the company and must be forwarded to the Registrar within 42 days from that date.