In Malta, companies are legally required to submit annual returns to the Malta Business Registry (MBR). This is a critical compliance obligation for maintaining the good standing of the company and avoiding penalties. This article provides an overview of what annual returns are, the process for filing them, deadlines, and the consequences of non-compliance.

What Is an Annual Return?

An annual return is a statutory document that provides the Malta Business Registry with updated information about a company. It is not related to the company’s financial accounts but focuses on the company’s structure and governance.

Information Required in the Annual Return

The annual return includes details such as:

1. Company Name and Registration Number: Official identification of the company.
2. Registered Address: The company’s current registered office address.
3. Shareholders: A list of shareholders, their holdings, and any changes since the last return.
4. Directors and Secretary: Names and details of the company’s directors and secretary.
5. Share Capital: Information on the authorized, issued, and paid-up share capital.
6. Beneficial Ownership: Details of individuals who ultimately own or control the company (where applicable).

Filing the Annual Return

The process for filing the annual return is straightforward:

1. Access the Malta Business Registry: Visit the MBR website.
2. Download the Annual Return Form: Obtain the form relevant to your company type (e.g., private limited company, public limited company).
3. Complete the Form:
   • Update any changes in shareholder structure, directors, or registered address.
   • Verify all details to ensure accuracy.
4. Pay the Submission Fee:
   • The fee depends on the company’s authorized share capital.
   • Fees range from €100 to €1,400, with the most common fee being €100 for companies with an authorized share capital of up to €1,500.
5. Submit the Return: Submit the completed form and payment to the MBR either online or in person.

Deadlines for Submission

The annual return must be submitted:

• Every year: On the anniversary of the company’s registration date.
• The return is due within 42 days from the anniversary date.

Late Submission Penalties

Failure to file the annual return on time results in penalties, including:

1. Late Filing Penalties: A daily fine is applied for each day the return is overdue.
2. Striking Off the Register: Persistent non-compliance can result in the company being struck off the Malta Business Register.
3. Directors’ Liability: Directors may be held personally liable for any outstanding fees or penalties.

Benefits of Compliance

• Good Standing: Filing annual returns keeps your company in good standing with the authorities, ensuring access to government incentives and services.
• Transparency: Annual returns maintain transparency for stakeholders, including shareholders, creditors, and potential investors.

Seeking Professional Help

Preparing and filing annual returns can be complex, especially for companies with many shareholders or frequent structural changes. Professional assistance from accountants, lawyers, or corporate service providers can help ensure timely and accurate submissions.

Conclusion

Submitting annual returns in Malta is a straightforward but essential process for company compliance. By understanding the requirements, meeting deadlines, and maintaining accurate records, companies can avoid penalties and continue operating seamlessly. For further assistance, visit the Malta Business Registry website or contact a corporate service provider.

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