Home

Annual Financial Statements in Malta: Complete Legal Guide

1. Overview

Malta, a European Union member state since 2004 and one of the EU's most dynamic financial services jurisdictions, hosts thousands of private limited companies (Ltd), public limited companies (plc), and other legal entities subject to annual financial reporting obligations. Every year these entities must prepare annual accounts and file them with the Malta Business Registry (MBR), the authority responsible for company registration and public disclosure.

Malta's financial reporting framework is governed by the Companies Act, Chapter 386 of the Laws of Malta (Cap. 386), substantially amended most recently by Act XVII of 2025 and Act XVIII of 2024, complemented by the Accountancy Profession Act (Cap. 281), the General Accounting Principles for Small and Medium-Sized Entities (GAPSME) introduced by Legal Notice 289 of 2015, the transposition of EU Directive 2013/34/EU (the Accounting Directive), and updated by the Audit Exemption Rules 2025 (Legal Notice 139 of 2025). For large entities and Public Interest Entities (PIEs), International Financial Reporting Standards (IFRS) as adopted by the EU are mandatory.

This guide covers the complete framework for annual accounts prepared by companies and other enterprises in Malta: which entities must prepare and file, what accounts must contain, which size-based exemptions apply, what accounting standards govern, and what sanctions arise from non-compliance.

2. Legal Framework

The key legislative instruments governing Malta's financial reporting are:

Instrument	Content
Companies Act, Cap. 386 — Chapter X (Arts. 163–191)	Core rules: duty to keep accounting records (Arts. 164–166), prepare annual accounts (Art. 167), consolidated accounts (Art. 170), directors' report (Art. 177), audit (Arts. 178–181), approval and filing (Arts. 182–183), audit exemption (Art. 185)
Third Schedule to Cap. 386	Additional format requirements for large and medium undertakings and consolidated accounts
Sixth Schedule to Cap. 386	Prescribed contents of the directors' report
Accountancy Profession Act, Cap. 281	Governs the Malta Accountancy Board; warrant requirements for Certified Public Accountants (CPA) and Certified Public Accountant and Auditors (CPAA)
Legal Notice 289 of 2015 (GAPSME Regulations)	Introduces GAPSME as the default accounting framework for qualifying SMEs; transposed EU Directive 2013/34/EU
Legal Notice 139 of 2025 (Audit Exemption Rules 2025)	Tiered audit/review exemption for micro and startup companies; effective 1 January 2025; resolves historic tension with ITMA Art. 19(4)(a)
Income Tax Management Act, Cap. 372, Art. 19(4)(a)	Historically required all companies to file audited accounts with income tax returns; now moderated by L.N. 139/2025
Legal Notice 39 of 2026 (CSRD Regulations 2026)	Transposes EU CSRD (Directive 2022/2464); introduces phased sustainability reporting in the directors' report from FY2026
EU Directive 2013/34/EU	Harmonised EU framework; transposed into Maltese law via Cap. 386 amendments and L.N. 289/2015
EU Delegated Directive 2023/2775	Updated size thresholds by 25%; effective for FY beginning on or after 1 January 2024
IAS Regulation (EC) 1606/2002	Mandatory IFRS for consolidated accounts of listed companies

The Malta Accountancy Board (accountancyboard.gov.mt) is the professional regulator that issues warrants to CPAs and CPAAs and sets ethical standards. The Malta Financial Services Authority (MFSA) is the single financial services regulator, responsible for oversight of licensed entities (banks, insurance, investment services) and PIE audit oversight.

3. Entities Subject to Financial Reporting Obligations

Article 167 of Cap. 386 imposes on the directors of every company (incorporated under Cap. 386) the duty to prepare annual accounts. The filing obligation follows from Article 183.

Unconditional filing obligation

All of the following must prepare and file annual accounts with the Malta Business Registry: - Private limited liability companies (Ltd) — the most common corporate form in Malta - Public limited liability companies (plc) — including listed companies on the Malta Stock Exchange - Investment companies with variable share capital (SICAVs) — subject to the Fifth Schedule - Dormant companies — still required to file, though their accounts are minimal

Partnerships

Partnerships en commandite (limited partnerships) with a body corporate as general partner: where such a partnership has filed a notice at the Registry, appointed auditors, and undertaken financial reporting obligations as an alternative to the corporate general partner providing unlimited liability, a modified accounts regime applies bringing the partnership within the accounts filing system
Standard partnerships en commandite and en nom collectif with only natural person partners: generally not required to file accounts with the Registry — a significant structural advantage compared to limited companies

Overseas companies (branches)

An overseas company registered as a branch in Malta must file the parent company's audited financial statements (not standalone branch accounts) with the MBR within one month of establishing the place of business.

Entities governed by other legislation

Co-operatives: governed by the Co-operatives Societies Act (Cap. 442), not Cap. 386
MFSA-licensed entities (banks, insurance, investment firms, collective investment schemes): subject to sector-specific MFSA reporting requirements in addition to (or instead of) the standard Cap. 386 framework

4. Size Classification: Micro, Small, Medium and Large

Malta implements the EU four-tier framework. Classification requires meeting two out of three criteria for two consecutive accounting periods before a change of category takes effect.

Important note on Malta's size thresholds

Malta uses two distinct sets of thresholds that serve different purposes and should not be confused:

Audit exemption thresholds (Art. 185(2) Cap. 386 / L.N. 139/2025): Very low thresholds defining "micro" companies for purposes of exemption from the statutory audit obligation.
GAPSME framework thresholds (L.N. 289/2015, updated for FY2024+): Higher thresholds defining "small" and "medium" companies for purposes of choosing which accounting standard to apply.

Audit exemption thresholds — "micro" under Art. 185(2)

Criterion	Threshold
Balance sheet total	≤ €46,600
Net turnover	≤ €93,000
Average employees	≤ 2

Companies not exceeding all three of these criteria qualify for full audit exemption under L.N. 139/2025. Companies not exceeding two of three qualify for a review report (ISRE 2400) instead of a full audit.

GAPSME accounting framework thresholds

The following thresholds determine whether a company may use the GAPSME simplified accounting framework (updated by EU Delegated Directive 2023/2775 for FY beginning 1 January 2024):

Category	Balance sheet total	Net turnover	Average employees
Small	≤ €7,500,000	≤ €15,000,000	≤ 50
Medium	≤ €20,000,000	≤ €40,000,000	≤ 250
Large	> €20,000,000	> €40,000,000	> 250

Previous GAPSME small thresholds (before FY2024): Balance sheet ≤ €4,000,000 / Net turnover ≤ €8,000,000 / ≤ 50 employees.

Large companies exceeding the medium thresholds on 2 of 3 criteria for two consecutive years must apply full IFRS as adopted by the EU — the GAPSME framework is not available to them.

Additional exclusions from audit exemption

The audit exemption under Art. 185 and L.N. 139/2025 is not available to: - Companies that are part of a group that does not qualify as a small group - Companies with publicly traded securities (PIEs) - Companies licensed by the MFSA (banks, insurance, investment services, etc.) - Companies licensed by the Malta Gaming Authority (MGA) - Companies where shareholders holding 5% or more of the share capital demand a statutory audit in writing

5. Components of the Annual Accounts

Under Article 167 of Cap. 386, directors must prepare annual accounts comprising at minimum:

Balance sheet (statement of financial position)
Profit and loss account (income statement)
Notes to the accounts

The full package of documents that must be prepared and laid before the annual general meeting also includes:

Component	Legal basis	Required for
Balance sheet	Cap. 386 Art. 167	All companies
Profit and loss account	Cap. 386 Art. 167	All companies
Notes	Cap. 386 Art. 167; L.N. 289/2015	All companies
Directors' report	Cap. 386 Art. 177; Sixth Schedule	All companies (small can use abridged version)
Auditor's report	Cap. 386 Arts. 178–181	Medium and large; micro/small exempt under Art. 185 / L.N. 139/2025
Statement of changes in equity	L.N. 289/2015 (GAPSME Medium)	Medium and large entities
Cash flow statement	L.N. 289/2015 (GAPSME Medium); IAS 7	Medium and large entities; not required for small
Sustainability statement (in directors' report)	L.N. 39/2026 (CSRD)	Phased: large PIEs >500 employees from FY2026; other large from FY2027; listed SMEs from FY2028
Remuneration report	Cap. 386 as amended by Act XVII of 2025	All companies (new requirement from 2025)

Overriding principle — true and fair view: Annual accounts must give a true and fair view of the company's assets, liabilities, financial position, and profit or loss. This is the overriding requirement of Cap. 386 consistent with EU Directive 2013/34/EU.

6. Balance Sheet (Statement of Financial Position)

Under GAPSME, the balance sheet follows a vertical format presenting non-current assets before current assets, and equity before liabilities. The Third Schedule to Cap. 386 prescribes additional format requirements for large and medium undertakings.

Asset side

Non-current assets: - Intangible assets (development costs, patents, licences, trademarks, goodwill) - Property, plant and equipment (land and buildings, machinery, vehicles, furniture, assets under construction) - Investment property - Investments in subsidiaries, associates, and joint ventures - Other financial assets (long-term receivables, long-term deposits) - Deferred tax assets

Current assets: - Inventories (raw materials, work-in-progress, finished goods) - Trade and other receivables (trade debtors, amounts due from related parties, prepayments, tax receivables) - Cash and cash equivalents (bank balances, cash on hand, short-term deposits)

Equity and liabilities side

Equity: - Share capital (called-up and fully paid; minimum €1,164.69 for Ltd / €46,587.47 for plc) - Share premium account - Revaluation reserve (undistributable unless the underlying gain has been realised — confirmed by Act XVII of 2025) - Other reserves (legal reserve, statutory reserves, other capital reserves) - Retained earnings (accumulated profits / losses brought forward) - Profit or loss for the year

Non-current liabilities: - Long-term borrowings (bank loans, debentures, bonds) - Deferred tax liabilities - Long-term provisions (for pensions, legal claims, environmental obligations)

Current liabilities: - Trade and other payables (trade creditors, amounts due to related parties, accruals) - Short-term borrowings and overdrafts - Current portion of long-term debt - Current tax liabilities - Short-term provisions

Abbreviated accounts for small companies

Small companies (below GAPSME small thresholds) may prepare and file abridged accounts comprising an abridged balance sheet and abridged notes. The profit and loss account and full notes need not be filed publicly for qualifying small companies, although they must be prepared.

7. Profit and Loss Account (Income Statement)

Under GAPSME, the income statement (profit and loss account) follows a vertical, single-statement format using the by-nature classification of expenses. Comparative figures for the preceding period are required for each line item.

Minimum line items (GAPSME — by nature)

Line	Item
1	Revenue (net turnover)
2	Other operating income
3	Changes in inventories of finished goods and work in progress
4	Raw materials and consumables used
5	Employee benefits expense (wages, salaries, social security contributions, pension costs)
6	Depreciation, amortisation and impairment
7	Other operating expenses
8	Operating profit / (loss)
9	Finance income (interest receivable, dividend income)
10	Finance costs (interest payable, borrowing costs)
11	Share of profit / (loss) of equity-accounted investees (where applicable)
12	Profit / (loss) before tax
13	Tax expense (current tax and deferred tax)
14	Profit / (loss) for the period

Under full IFRS (large companies and PIEs): directors may choose either the by-nature or by-function presentation (cost of sales, distribution costs, administrative expenses) in accordance with IFRS 18 (previously IAS 1; IFRS 18 effective for annual periods beginning on or after 1 January 2027, early adoption permitted).

Two-statement approach (IFRS): Large companies and PIEs using IFRS may present a separate statement of profit or loss and a separate statement of other comprehensive income, or combine them in a single statement of comprehensive income.

8. Notes to the Accounts

The notes are an integral part of the annual accounts and must provide all information necessary to understand the financial statements. Required disclosures under GAPSME and the Third Schedule include:

Disclosures for all entities (GAPSME small)

Subject	Requirement
Accounting policies	Statement of compliance with GAPSME (or IFRS); basis of preparation; significant accounting policies applied (going concern, consistency, prudence, accruals)
Disaggregation of line items	Supporting detail and analysis of balance sheet and income statement line items
Related-party transactions	Nature of the relationship; amounts of transactions; outstanding balances at year-end; whether conducted on arm's length terms; amounts written off
Contingent liabilities and assets	Nature and estimated amount; indication of uncertainties
Post-balance-sheet events	Adjusting and non-adjusting events occurring after the balance sheet date
Average number of employees	By category; total average number during the period
Director remuneration	Total emoluments paid to directors; loans and advances to directors
Investments in subsidiaries, associates, JVs	Name, country of incorporation, proportion of ownership, accounting method used
Share capital	Authorised and issued share capital; movements during the year; classes of shares
Provisions	Nature; opening balance; charges; reversals; closing balance

Additional disclosures for medium entities (GAPSME medium)

Deferred taxation: deferred tax assets and liabilities by major temporary difference category
Fair value information on financial instruments: fair values where different from carrying amounts; methods and assumptions used
Off-balance-sheet arrangements: nature, purpose, and financial impact
Extended related-party disclosures: transactions with key management personnel, controlling shareholders

Additional disclosures under Third Schedule (large undertakings)

Consistent with EU Directive 2013/34/EU Annex V requirements: - Fees paid to statutory auditors: total audit fees, other assurance fees, tax advisory fees, and other non-audit fees - Advances and credits to directors and officers, with terms and conditions - Significant events after the balance sheet date with material impact - Related undertakings (subsidiaries, associates, joint ventures): comprehensive listing

IFRS additional disclosures (large and PIE entities)

Full IFRS disclosure requirements including: segment information (IFRS 8), financial instruments (IFRS 7 / IFRS 9), leases (IFRS 16), share-based payments (IFRS 2), business combinations (IFRS 3), earnings per share (IAS 33 — listed companies), among others.

9. Directors' Report

Article 177 of Cap. 386 requires the directors to prepare a directors' report to accompany the annual accounts. The required content is set out in the Sixth Schedule to Cap. 386.

Required content

Requirement	Detail
Business review	A fair review of the development and performance of the business and the company's position, proportionate to the size and complexity of the company
Principal risks and uncertainties	Description of the principal risks and uncertainties facing the company
Post-closing events	Important events occurring after the balance sheet date
Future developments	Likely future developments in the business
Research and development	Activities during the year
Branches	Existence and location of the company's branches
Own shares	Details of treasury shares held: number, nominal value, reasons for acquisition, percentage of authorised share capital
Directors' interests	Interests of directors in the share capital of the company or its subsidiaries
Principal activities	Description of the principal activities of the company and any significant changes during the year

Non-financial statement (large companies exceeding specified thresholds)

Large companies and large groups that are PIEs or exceed the non-financial reporting threshold must include in their directors' report a non-financial statement covering: - Environmental matters (including the company's policy and its effects) - Social and employee-related matters - Respect for human rights - Anti-corruption and bribery matters - Description of the business model

Sustainability statement (L.N. 39 of 2026 — CSRD phased implementation)

The CSRD sustainability reporting requirements are phased into the directors' report as follows:

Scope	Financial year
Large PIEs exceeding 500 employees	From FY2026
Other large undertakings and large groups	From FY2027
Listed SMEs, certain small non-complex institutions, captive insurers	From FY2028

Remuneration report (Act XVII of 2025)

Act XVII of 2025 introduced a requirement for a remuneration report to accompany the annual financial statements and directors' report, disclosing remuneration paid to directors and senior management.

ESEF reporting (Act XVII of 2025)

Annual filings must comply with European Single Electronic Format (ESEF) requirements, mandating structured digital tagging of financial data.

Size-based exemptions

Small companies qualifying under GAPSME may prepare an abridged directors' report containing fewer disclosures. Micro companies below the Art. 185(2) audit exemption thresholds have further reduced directors' report requirements.

10. Audit Requirements

Statutory audit

In principle, all Malta companies must have their annual accounts audited annually. This obligation arises from both Cap. 386 and, until recently, Art. 19(4)(a) of the Income Tax Management Act (Cap. 372), which historically required audited accounts to accompany income tax returns regardless of the company's size.

Who may act as statutory auditor

Statutory audit may only be performed by a holder of a Certified Public Accountant and Auditor (CPAA) practising certificate issued by the Malta Accountancy Board under the Accountancy Profession Act (Cap. 281). A standard CPA (Certified Public Accountant) warrant alone does not authorise audit work; the higher CPAA qualification is required. Requirements include: - Recognised degree in accountancy or equivalent - Minimum 3 years full-time practical experience (at least 2 years in auditing with a Board-certified firm) - Professional aptitude examination - Registration with the Malta Accountancy Board

Disqualified persons: current directors, managers, or employees of the company (or of its officers) may not act as auditor. MFSA-licensed entities additionally require auditor approval from the MFSA.

Audit must be conducted in accordance with International Standards on Auditing (ISAs) as mandated under Cap. 386.

Audit Exemption Rules 2025 (L.N. 139/2025) — tiered framework

The Audit Exemption Rules 2025, effective 1 January 2025, replace the old S.L. 372.29 and create a new tiered system based on the micro thresholds of Art. 185(2) Cap. 386:

Condition	Result
Exceeds 2 of 3 micro thresholds (≤€46,600 BS / ≤€93,000 TO / ≤2 employees)	Review report (ISRE 2400 Revised) required; no full statutory audit
Does not exceed any of the 3 micro thresholds	No audit, no review report required (full exemption)

This exemption applies to both the Companies Act and the income tax obligation (overriding Art. 19(4)(a) ITMA for qualifying companies).

Startup exemption (L.N. 139/2025, Rules 3–4)

Available for the first two accounting periods only, for companies where: - All shareholders are natural persons holding a qualification at MQF Level 3 or higher - The company was established within 3 years of the shareholder obtaining their qualification - Annual turnover does not exceed €80,000

An optional 120% tax deduction on voluntary audit costs (capped at €700 per accounting period) is available under Rule 4.

Shipping company exemption (L.N. 139/2025, Rule 7)

Companies organised as shipping organisations under the Merchant Shipping Act qualify for audit exemption if they do not exceed: - Balance sheet total ≤ €6,000,000 - Net turnover ≤ €12,000,000 - Average employees ≤ 50

Such entities are also exempt from preparing a directors' report and auditor's report.

Mandatory audit regardless of size

The following must always have a full statutory audit regardless of any size-based exemption: - Companies licensed by the MFSA (banks, insurance firms, investment services companies, collective investment schemes, payment institutions, e-money institutions) - Companies licensed by the Malta Gaming Authority (MGA) - Companies forming part of a group that does not qualify as a small group - PIEs (Public Interest Entities) - Companies where shareholders with ≥5% of the share capital demand a statutory audit

11. Accounting Standards: GAPSME and IFRS

GAPSME — General Accounting Principles for Small and Medium-Sized Entities

GAPSME was introduced by Legal Notice 289 of 2015 (effective for periods beginning 1 January 2016), replacing the earlier GAPSE (General Accounting Principles for Smaller Entities, introduced by L.N. 51 of 2009). GAPSME is the default accounting framework for qualifying Maltese SMEs — companies automatically apply GAPSME unless the board of directors resolves to apply full IFRS.

Two tiers within GAPSME:

Tier	Applicable to	Key features
GAPSME Small	Small companies (≤€7.5M / ≤€15M / ≤50 employees)	Simplified balance sheet; simplified income statement (by nature); simplified notes; no cash flow statement; no statement of changes in equity; cost model primary measurement
GAPSME Medium	Medium companies (≤€20M / ≤€40M / ≤250 employees)	Full balance sheet; full income statement; notes including deferred tax; statement of changes in equity required; cash flow statement required

Key features of GAPSME: - Primary measurement basis: cost model (no mandatory fair value except for specific financial instruments) - Revenue recognition: simplified compared to IFRS 15; based on completion of delivery/service - Leases: simplified approach; not required to apply the IFRS 16 right-of-use asset model - Financial instruments: simplified classification; no complex hedge accounting

Important: Malta has not adopted IFRS for SMEs (the IASB-issued standard). GAPSME serves the equivalent purpose but is a domestic Maltese standard.

Full IFRS as adopted by the EU

Mandatory for: - Large companies exceeding the medium GAPSME thresholds on 2 of 3 criteria for 2 consecutive years - PIEs — regardless of size - MFSA-licensed entities — regardless of size - Consolidated accounts of listed companies — required by IAS Regulation (EC) 1606/2002 from 1 January 2005

Voluntary for: Any company qualifying for GAPSME may elect to apply full IFRS instead, by a resolution of the board of directors. Once adopted, the election is generally maintained consistently; a change back to GAPSME requires justification.

Historical standards

Pre-2009: Full IFRS as adopted by the EU was the only framework available to Maltese companies
2009–2015: GAPSE (General Accounting Principles for Smaller Entities — L.N. 51/2009) available for eligible smaller entities
2016 onwards: GAPSME replaces GAPSE; becomes default for qualifying SMEs

12. Filing Obligations: Deadlines, Languages and BAROS

Where to file

All annual accounts must be filed with the Malta Business Registry (MBR) (mbr.mt) through the BAROS (Business Automation Registry Online System) at register.mbr.mt.

Mandatory online filing: Since 1 November 2024, all annual accounts must be submitted exclusively through the BAROS online system. Paper or hard-copy filing is no longer accepted.

Authentication requires a valid account on the BAROS system; LuxTrust-equivalent credentials are not used — Malta uses MBR account credentials.

Filing deadlines

Entity type	Accounts approval (AGM)	Filing with MBR
Private Ltd	Within 10 months of financial year-end	Within 42 days after the AGM date (or the date accounts should have been laid)
Public plc	Within 7 months of financial year-end	Within 42 days after the AGM date

Maximum effective deadlines from year-end: - Ltd: approximately 11 months and 12 days (10 months + 42 days) - plc: approximately 8 months and 12 days (7 months + 42 days)

First accounts: Must cover a period of not less than 6 months and not more than 18 months from incorporation. For companies incorporated between July and December, the first AGM date may not exceed 22 months from incorporation.

Documents required for filing

Annual accounts (balance sheet, profit and loss account, notes)
Directors' report (in full or abridged form as applicable)
Auditor's report (where applicable)
Remuneration report (required from 2025 under Act XVII of 2025)

Languages

Documents must be in Maltese or English. Foreign-language documents require certified translations.

Currency

Financial statements must use the same currency as the company's authorised share capital. The euro (€) is Malta's official currency.

Annual return (distinct from accounts filing)

The annual return is a separate filing from the annual accounts. It must be filed within 42 days of the company's anniversary of registration (the "made-up date") and contains company details: directors, shareholders, and share capital structure.

Annual return fees (electronic filing):

Authorised share capital	Fee
≤ €1,500	€85
€1,500–€5,000	€120
€5,000–€10,000	€135
€10,000–€50,000	€300
€50,000–€100,000	€340
€100,000–€250,000	€510
€250,000–€500,000	€680
€500,000–€1,000,000	€765
€1,000,000–€2,500,000	€1,020
> €2,500,000	€1,200

13. Consolidated Accounts and Group Exemptions

Obligation to prepare consolidated accounts (Art. 170 Cap. 386)

A Maltese parent undertaking that controls one or more subsidiaries is required to prepare consolidated financial statements annually. The accounting standard for consolidated accounts follows the same size-based rules as for individual accounts: - Small and medium groups: GAPSME (group version) or IFRS by election - Large groups and groups with listed entities: full IFRS mandatory

Small group exemption (Art. 173 Cap. 386)

A parent is exempt from preparing consolidated accounts if the group does not exceed 2 of 3 of the following criteria (on a net consolidated basis) for two consecutive years:

Criterion	Net threshold
Consolidated balance sheet total	≤ €4,000,000 (net) / €4,800,000 (gross)
Consolidated net turnover	≤ €8,000,000 (net) / €9,600,000 (gross)
Average employees	≤ 50

Note: These small group thresholds reflect earlier figures and may not yet have been updated to align with the EU Delegated Directive 2023/2775 (which raised thresholds by 25%). The currently in-force text of Cap. 386 should be verified at legislation.mt/eli/cap/386/eng.

Intermediate holding exemption (Art. 174 Cap. 386)

A Maltese parent company is exempt from preparing consolidated accounts at the Malta level if: 1. The Maltese group's results are included in consolidated accounts drawn up at a higher level by an EU or EEA parent company 2. The higher-level consolidated accounts have been subject to statutory audit 3. The Maltese parent discloses in its individual accounts that it is exempt and states the name of the higher-level parent preparing consolidated accounts 4. Copies of the higher-level consolidated accounts, directors' report, and auditor's report are delivered to the MBR (with certified translations where not in Maltese or English)

Exclusion of subsidiaries from consolidation

A subsidiary may be excluded from the consolidated accounts where the interest is held exclusively with a view to subsequent resale and the subsidiary has not previously been included in the consolidated accounts.

No Art. 403 equivalent in Maltese law

Maltese law does not contain a provision equivalent to the Dutch Civil Code Art. 2:403 (the parent guarantee mechanism enabling a subsidiary to omit filing its own individual annual accounts). Each Maltese company meeting the filing criteria must file its own individual annual accounts. The only relief available is the size-based simplified (abridged) accounts regime for small companies, and specific exemptions for qualifying partnerships and shipping organisations.

14. Public Interest Entities (PIEs)

Definition

Malta's definition of Public Interest Entities (PIEs) aligns with EU Directive 2013/34/EU and the Audit Directive framework. PIEs in Malta include: - Listed companies — entities whose transferable securities are admitted to trading on a regulated market (primarily the Malta Stock Exchange) - Credit institutions (banks) — licensed under the Banking Act (Cap. 371) - Insurance undertakings — licensed under the Insurance Business Act (Cap. 403) - Investment funds admitted to a regulated market — per MFSA guidance

Regulatory oversight

The Malta Financial Services Authority (MFSA) (mfsa.mt) is Malta's single financial services regulator and functions as the equivalent of the Netherlands' AFM/DNB or Luxembourg's CSSF. The MFSA oversees: - Statutory audit quality of PIE audits - Financial reporting compliance of MFSA-licensed entities - Application of IFRS by listed and licensed entities - MFSA Chapter 8 (Financial Statements and Supervisory Reporting Requirements) for licensed entities

PIE-specific requirements

Mandatory full IFRS for both consolidated and individual accounts
Full statutory audit required regardless of any size-based exemption
Audit committee required (mandatory per MFSA corporate governance code; majority independent members; at least one financial expert)
Non-financial statement in directors' report (for large PIEs exceeding 500 employees)
CSRD sustainability reporting from FY2026 (large PIEs — L.N. 39/2026)
MFSA supervisory reporting in addition to statutory accounts:
Banks: COREP/FINREP under the Capital Requirements Regulation (CRR)
Insurance: Solvency II quantitative reporting templates (QRTs)
Investment firms: MiFID II disclosures
ESEF tagging of annual reports (Act XVII of 2025)

15. Special Rules by Entity Type

Entity	Accounting standard	Audit	Filing deadline	Notable features
Private Ltd	GAPSME (default) or IFRS	Exempt if micro (Art. 185 / L.N. 139/2025); mandatory if medium/large	10 months + 42 days	Most common form; abridged accounts for small companies
Public plc	GAPSME or IFRS (IFRS mandatory if large or listed)	Mandatory (listed plc = PIE)	7 months + 42 days	Stricter disclosure; if listed: IFRS, ESEF, MFSA oversight
SICAV	IFRS (MFSA-licensed)	Mandatory	Per MFSA schedule	Fifth Schedule rules; collective investment scheme
Partnership en commandite (corporate GP)	GAPSME or IFRS	As applicable	As for Ltd	Modified filing regime where corporate GP files in lieu of unlimited liability
Overseas company (branch)	Parent company IFRS/GAPSME	Parent auditor's report filed	1 month from establishment	Parent accounts filed; no standalone branch accounts
Dormant company	GAPSME minimal	Exempt if micro	As for Ltd/plc	Must still file; minimal account content
Shipping organisation	GAPSME or IFRS	Exempt under L.N. 139/2025 Rule 7 (if within thresholds)	As for Ltd	No directors' report or auditor's report if exempt

Act XVII of 2025 — Key changes affecting all companies

Abolition of "exempt company" status: the previously available exempt private company designation (which provided certain disclosure exemptions) was abolished; all affected companies are now reclassified as standard private companies under Art. 211
Mandatory remuneration report accompanying annual financial statements
ESEF compliance required for annual filings (digital XBRL tagging)
Revaluation reserves classified as undistributable unless underlying gains have been realised
Simplified dissolution process for small, inactive, debt-free companies
Companies required to maintain monitored electronic mail addresses in their registered details

16. Sanctions for Non-Compliance

Administrative penalties (Eleventh Schedule to Cap. 386)

The Eleventh Schedule to Cap. 386 sets out fixed and daily penalties for each category of offence:

Offence	Maximum fixed penalty	Maximum daily penalty
Failure to file annual accounts on time	Up to €5,000	Up to €100 per day
Failure to keep proper accounting records	Up to €5,000	Up to €100 per day
Failure to file annual return	Up to €2,329.37	As applicable

Joint and several liability: The company and its officers (directors, managers, company secretary) are jointly and severally liable for administrative penalties imposed under the Act. Directors can be held personally liable for fines incurred.

Enforcement mechanism (MBR Legal and Enforcement Unit)

MBR issues a written penalty notice
Progressive warnings issued: first, second, and final notice
If unpaid within 7 days of final notice, the Registrar files in the First Hall, Civil Court
Executive title obtained; warrants for debt recovery enforced
Prescription period: 5 years from the date of default
Persistent non-compliance: strike-off from the Companies Register

Criminal sanctions

Misuse of the CPA/CPAA designation without a valid warrant: fine up to €2,300 per offence under Cap. 281
Fraudulent preparation of accounts or deliberate falsification: criminal liability under the Criminal Code (Cap. 9)

Tax penalties (income tax)

Late tax return: €50 to €1,500 depending on delay (ITMA Cap. 372)
Interest on late tax payment: 0.6% per month (ITMA Cap. 372)

17. Key Figures Summary

Parameter	Value	Legal basis
Audit exemption (full) — all 3 thresholds not exceeded	BS ≤ €46,600 / TO ≤ €93,000 / ≤ 2 employees	Cap. 386 Art. 185(2); L.N. 139/2025
Audit review only (ISRE 2400) — 2 of 3 thresholds not exceeded	Same thresholds, 2-of-3 basis	L.N. 139/2025
GAPSME small threshold	BS ≤ €7,500,000 / TO ≤ €15,000,000 / ≤ 50 employees	L.N. 289/2015; EU Dir. 2023/2775
GAPSME medium threshold	BS ≤ €20,000,000 / TO ≤ €40,000,000 / ≤ 250 employees	L.N. 289/2015
Large company threshold (IFRS mandatory)	Exceeds medium on 2 of 3 for 2 consecutive years	L.N. 289/2015
Classification rule	2 of 3 criteria, 2 consecutive accounting periods	Cap. 386; L.N. 289/2015
Ltd AGM/accounts approval deadline	10 months from year-end	Cap. 386 Art. 182
plc AGM/accounts approval deadline	7 months from year-end	Cap. 386 Art. 182
MBR filing deadline	42 days after AGM date	Cap. 386 Art. 183
Maximum filing deadline (Ltd)	~11 months 12 days from year-end	Arts. 182–183 combined
Permitted languages	Maltese or English	Cap. 386
Accounting records retention	10 years	Cap. 386 Art. 164
Small group exemption (consolidated)	BS ≤ €4M / TO ≤ €8M / ≤ 50 employees (net)	Cap. 386 Art. 173
Max administrative penalty (fixed)	€5,000 + €100/day	Cap. 386 Eleventh Schedule
Startup audit exemption	First 2 periods; ≤ €80,000 turnover; natural person shareholders	L.N. 139/2025 Rules 3–4
CSRD — large PIEs (>500 employees)	From FY2026	L.N. 39/2026
Minimum share capital (Ltd)	€1,164.69	Cap. 386
Minimum share capital (plc)	€46,587.47	Cap. 386

Sources

Malta Legislation

Companies Act, Cap. 386: legislation.mt/eli/cap/386/eng
Accountancy Profession Act, Cap. 281: legislation.mt/eli/cap/281/eng
GAPSME Regulations, L.N. 289/2015: legislation.mt
Audit Exemption Rules 2025, L.N. 139/2025: legislation.mt
CSRD Regulations 2026, L.N. 39/2026: legislation.mt

Trusted business information since 2007