Maltese Acts
Malta positions itself as a jurisdiction of choice for international business, leveraging its strategic location, competitive tax environment, and sound regulatory systems. Two principal acts govern business activities:
Companies Act (Chapter 386): The primary framework for most incorporated entities, outlining rules for registration, corporate governance, financial reporting, and liquidation. Administered by the Malta Business Registry (MBR), it applies to private and public companies, partnerships.
Merchant Shipping Act (Chapter 234): Governs maritime sector companies engaged in shipping and ship management. Overseen by the Merchant Shipping Directorate within Transport Malta, it covers ship registration, owner obligations, crew regulations, and safety standards.
Reporting Obligations to Competent Authorities in Malta
Companies must identify their regulatory oversight body based on business activities. The following table maps industries to their respective regulators:
| Industry/Sector | Regulatory Authority |
|---|---|
| Financial Services | MFSA |
| Gaming & Gambling | MGA |
| Telecommunications | MCA |
| Energy & Water | REWS |
| Healthcare | Superintendent of Public Health |
| Data Protection | IDPC |
| Maritime & Shipping | Merchant Shipping Directorate |
Key point: Cross-border transactions are becoming ever more common. If you intend to operate in other jurisdictions, ensure that you also know the requirements of those other jurisdictions.
Statutory Obligations
Annual Return
A mandatory document confirming key company details: registered office, share capital information, and officer details (directors, secretaries). Filing timely is critical—non-compliance triggers penalties.
Beneficial Owner (BO) Forms
Required when corporate shareholders exist. Must confirm no changes to beneficial owner details throughout the year.
Registered Office
Every Maltese company must maintain a local registered office as the official address for formal communications and statutory records storage, including incorporation documents and audited accounts.
Submission of Financial Statements
Accurate financial transaction recording is fundamental. Essential tasks include:
- Maintaining accurate bookkeeping records
- Performing monthly bank reconciliations
- Timely VAT and tax return calculation and submission
- Preparing financial statements per international standards
Reporting Accounting Frameworks
Financial statements must follow either:
International Financial Reporting Standards (IFRS): Required for larger entities and publicly listed companies. Requires comprehensive financial statement presentation including statement of financial position, comprehensive income statement, changes in equity, cash flows, and detailed notes.
General Accounting Principles for Small and Medium Sized Entities (GAPSME): Default framework for smaller entities meeting eligibility criteria (balance sheet size, revenue, employee thresholds). Small entities under GAPSME prepare only balance sheet, income statement, and notes with simplified disclosures. Medium-sized entities additionally include equity changes statements and cash flow statements.
Appointment of Auditors
Independent auditors conduct statutory reviews and issue auditors’ reports per International Standards on Auditing (ISAs). Nearly all companies must appoint auditors unless qualifying for exemption under the Companies Act. Auditors provide independent opinion on whether “financial statements give a true and fair view of the company’s financial position, performance, and cash flows.”
Effective audit management requires clear frameworks, stakeholder expectations, delivery timelines, and coordination between auditors, accountants, and company staff.
Merchant Shipping Act: New Auditing Requirements
Shipping companies operating under the Merchant Shipping Act now must submit audited financial statements to the MBR within stipulated periods, with requirements paralleling those for Companies Act private limited liability companies. Penalties match those outlined in the eleventh schedule of the Companies Act.
Corporate Governance
Corporate governance provides structured rules, practices, and processes directing company operations. It establishes frameworks for decision-making, promoting ethical conduct and ensuring accountability, transparency, and integrity. Governance defines roles of board directors, management, shareholders, auditors, and regulators.
Responsibilities of Those Entrusted with Corporate Governance
Under the Companies Act, directors must ensure proper management and accountability through:
- Acting in company best interests
- Exercising independent judgment
- Promoting business success
- Maintaining accurate financial records
- Ensuring legal compliance
- Avoiding conflicts of interest
The company’s Memorandum and Articles of Association supplement the statutory framework with internal guidelines covering structure, operations, shareholder rights, decision-making, and share transfers.
AGMs and EGMs
AGMs are statutory requirements held annually. Directors present financial statements and reports; shareholders review performance, approve accounts, appoint auditors, approve remuneration, and declare dividends.
Directors must issue written notice at least fourteen days before AGM, specifying date, time, and location.
EGMs address urgent matters outside regular schedules, called by directors or shareholders holding 10% of paid-up share capital.
Quorum typically requires two members present in person unless articles specify differently. Ordinary resolutions require simple majority; extraordinary matters require 75% majority. Shareholders may appoint proxies.
Key Takeaways
Maintaining good standing extends beyond incorporation. It requires ongoing commitment from directors and officers to understanding obligations and adopting structured approaches. Professional assistance from accountants or advisors helps ensure continuous compliance.
| Obligation | Definition |
|---|---|
| Annual Return | Mandatory document confirming key company details annually |
| BO Form | Filing confirming no beneficial owner changes throughout year |
| Registered Office | Official company address for correspondence and statutory record storage |
| Financial Statements | Reports showing financial position, performance, equity, and cash flows |
| VAT Return Filing | Periodic (monthly/quarterly) declaration to CFR |
| Income Tax Return | Annual return detailing income, deductions, and tax payable |
| AGM | Yearly shareholder-director meetings for account approval and major decisions |
| EGM | Special meetings addressing urgent matters |
