Malta · Accounting records, annual accounts, reports and distributions

Prepare the directors' report, lay the accounts and file the annual return

the Companies Act, Chapter 386 · articles 177 and 178 with the Sixth Schedule, articles 181, 182 and 183, and article 184 with the Seventh Schedule

The two filing clocks in this area run from different dates and are often confused. The period for laying the accounts runs from the end of the accounting reference period, ten months for a private company and seven for a public one, while the annual return runs from the anniversary of registration.

The second trap is the directors' report. It is a statutory document with prescribed contents in article 177 and the Sixth Schedule, not a covering note, and where consolidated accounts are required a consolidated directors' report is required with them. Small undertakings are exempted only to the extent that Sixth Schedule, paragraph 4 allows.

For each accounting period the directors must prepare a directors' report under article 177(1), stating the names of the persons who were directors at any time during the period as article 177(2) requires and complying with the Sixth Schedule under article 177(3). Where consolidated accounts are required, article 177(5) applies to the consolidated directors' report. The report must be approved by the board of directors and dated as article 178(1) requires, every copy laid before the company in general meeting must comply with article 178(2), and the copy delivered to the Registrar with article 178(3).

The directors' report must contain the particulars of important events and the other matters in Sixth Schedule, paragraph 1, and must disclose the information specified in paragraph 2, presented as paragraph 3 requires. Small undertakings are exempted as Sixth Schedule, paragraph 4 provides. A consolidated directors' report is dealt with under Sixth Schedule, paragraph 6. Large undertakings are subject to Sixth Schedule, paragraph 8, and public-interest entities which are parent undertakings of a large group to paragraph 11.

In respect of each accounting period the directors must lay the accounts before the company in general meeting under article 181(1), and the auditors' report must be read before the meeting as article 181(2) requires. The period allowed for laying and approval is as provided in article 182(1), and is ten months after the end of the relevant accounting reference period for a private company and seven months for a public company (article 182(2)). Where a company's first accounting period is longer than twelve months, article 182(3) applies, and where the relevant accounting period has been shortened, article 182(4).

The company directors must deliver to the Registrar for registration a copy of the accounts under article 183(1). Where the directors take advantage of any of the exemptions, article 183(3) applies. If any document comprised in the annual accounts is in a language other than English or Maltese, article 183(5) applies.

Every company must, upon each anniversary of its registration, make an annual return in the form set out in the Seventh Schedule showing the matters specified and made up to the date of that anniversary (article 184(1)), duly completed and signed as article 184(2) requires. The form must be completed in bold type form (Seventh Schedule, paragraph 1), euro amounts preceded by the symbol required by paragraph 2, the list of persons holding shares or stock given under paragraph 3, the particulars of directors under paragraph 4 and the particulars of the company secretary under paragraph 5.

Files 35, 36 and 37 of the MT-COMPANY pack cover the three documents that leave the company each year. File 35 builds the directors' report against article 177 and takes the Sixth Schedule paragraph by paragraph, asking which size exemption applies. File 36 asks for the end of the accounting reference period, the date of the general meeting at which the accounts were laid and the date the copy reached the Registrar, then applies the ten-month and seven-month periods in article 182(2). File 37 builds the annual return from the anniversary of registration and takes the Seventh Schedule item by item, including the shareholders list and the particulars of the directors and the company secretary.

This situation is covered by these files from the pack MT-COMPANY

• File 35 · The directors' report
• File 36 · Laying the accounts before the general meeting and delivering them to the Registrar
• File 37 · The annual return

ComplianceSME tracks the Companies Act and issues update files through the membership, so that you are never working from a superseded version. Membership

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