Corporate Filings and Beneficial Ownership in Malta: A Directors' Guide 2026

By the EGM Assurance Editorial Team . Last reviewed April 2026 . 12 min read

Every company incorporated under the Companies Act (Cap. 386) carries a set of annual and event-driven filing obligations with the Malta Business Registry (MBR). Directors bear personal responsibility for ensuring those obligations are met on time - engaging a corporate service provider or company secretary does not transfer that legal responsibility. Missing deadlines triggers administrative penalties, can restrict future directorship appointments, and affects a company's good standing for banking, licensing and contract purposes.

This guide sets out the principal filings, their deadlines, the beneficial ownership obligations, and the 2025 amendments to the BO framework. It reflects the position at April 2026.

1. Legal framework

The Companies Act (Cap. 386) and its subsidiary legislation govern the filing obligations of all Maltese companies. The Malta Business Registry (MBR) is an independent government agency established by Subsidiary Legislation 497.27. It was formerly the Registry of Companies within the Malta Financial Services Authority (MFSA) but demerged from the MFSA in April 2018 and now operates as a standalone authority responsible for the registration, dissolution and ongoing compliance monitoring of Maltese companies. The MBR and MFSA cooperate on AML and beneficial ownership matters under a formal Memorandum of Understanding but are entirely separate institutions.

The beneficial ownership framework for companies derives from the Companies Act (Register of Beneficial Owners) Regulations, as most recently amended by Legal Notice 127 of 2025, which implemented the Sixth Anti-Money Laundering Directive (Directive (EU) 2024/1640) into Maltese law. The Financial Intelligence Analysis Unit (FIAU) publishes implementing procedures that provide detailed guidance on applying the UBO framework in practice.

2. Annual return

Every company must file an annual return with the MBR within 42 days of the "made-up date" - the anniversary of its incorporation date. The annual return is a snapshot of the company's key information as at the made-up date and must be signed by at least one director or the company secretary.

Information required

• Company name and registration number.

• Registered office address in Malta.

• Authorised and issued share capital, including breakdown by class where multiple classes exist.

• Particulars of current shareholders: names, addresses, number and class of shares held.

• Particulars of current directors: names, addresses, nationality.

• Particulars of the company secretary.

• A declaration of compliance.

Annual returns are filed through the MBR's online portal (BAROS - Business Automation Registry Online System), or in paper form. The filing fee is determined by the company's authorised share capital and ranges from EUR 100 to EUR 1,400 in accordance with the Companies Act (Fees) Regulations (S.L. 386.03). Late filing attracts daily penalties that can accumulate to a maximum of EUR 2,329.37 per annual return.

Related guides: Share Transfers in Malta: A Complete Director's Guide . Memorandum and Articles of Association in Malta

3. Financial statements

In addition to the annual return, companies must file a copy of their approved annual financial statements with the MBR. Two separate deadlines apply:

• Private companies: the annual general meeting (AGM) at which financial statements are approved must be held within 10 months of the financial year-end. The approved statements must then be filed with the MBR within a further 42 days of the AGM.

• Public companies: the AGM must be held within 7 months of the financial year-end, with MBR filing within 42 days thereafter.

Financial statements must be approved and signed by the board before filing. For companies that are subject to audit, the auditor's report must accompany the financial statements. See our companion guide on Statutory Audit in Malta for the current exemption thresholds.

Accounting framework: GAPSME or IFRS

Financial statements are prepared under GAPSME (General Accounting Principles for Small and Medium-sized Entities, introduced by L.N. 289 of 2015) or IFRS as adopted by the EU, depending on the company's size category. GAPSME is the default for small and medium entities; large companies and public interest entities apply IFRS. See our companion guide on GAPSME vs IFRS for the applicable thresholds.

Directors' report

Small entities are exempt from preparing a directors' report. Where this exemption is taken, the directors signing the financial statements must deliver a declaration to the MBR confirming eligibility. Medium and large entities must include a directors' report covering at minimum: a review of the company's business development and performance, principal risks and uncertainties, significant post-balance sheet events, and information on expected future developments.

4. Company secretary

Every company incorporated under the Companies Act is required to have a company secretary at all times. The company secretary is a statutory officer - not merely an administrative role - and bears specific legal responsibilities under the Companies Act, including responsibility for maintaining the company's statutory registers, ensuring that required notices and documents are filed with the MBR within prescribed deadlines, and signing the annual return.

The company secretary may be an individual (a Malta-resident natural person) or a body corporate (typically a licensed corporate services provider). Where a body corporate acts as company secretary, the individual within that body who performs the secretarial functions must be appropriately qualified. A sole director of a company cannot simultaneously act as the company secretary of that same company.

Changes in company secretary must be notified to the MBR within 14 days of the change.

5. Beneficial ownership register

Malta requires all companies incorporated under the Companies Act to maintain a register of their ultimate beneficial owners (UBOs) and to file that information with the MBR. The framework is established by the Companies Act (Register of Beneficial Owners) Regulations, most recently amended by Legal Notice 127 of 2025, which implemented the Sixth Anti-Money Laundering Directive (Directive (EU) 2024/1640).

Who is a beneficial owner

A beneficial owner is any natural person who ultimately owns or controls the company. Under the Regulations, the threshold for direct ownership is 25% plus one share or more of the shares in the company, more than 25% of the voting rights, or a direct holding of an ownership interest of more than 25%. Indirect ownership (through intermediary companies or other legal arrangements) uses the same 25%-plus-one-share threshold applied through the chain of ownership.

Where no natural person satisfies these thresholds - for example, where ownership is dispersed and no single person holds more than 25% - the senior managing official(s) of the company (typically the directors) must be identified as the beneficial owners of last resort. This fallback position triggers additional documentation obligations to demonstrate that a genuine UBO search was conducted.

Filing obligations

• On incorporation: beneficial ownership information must be filed with the MBR as part of the incorporation process.

• Within 14 days of any change: changes in beneficial ownership - including changes in the extent or nature of a beneficial interest - must be notified to the MBR within 14 days of the change occurring.

• Annual BO Confirmation Form: beneficial ownership information must be reconfirmed annually, verifying that all recorded information is accurate and up to date. The latest statutory BO forms, as updated in 2025, must be used.

Nationality disclosure

L.N. 127 of 2025 amended the Regulations to require disclosure of all nationalities held by each beneficial owner. Previously, only one nationality was required. All beneficial owners with more than one nationality must now report all of them. This applies to new filings and to any updates made from the effective date of the amendment.

Scope: companies continued in Malta

L.N. 127 of 2025 also extended the BO Regulations to companies continued in Malta pursuant to a cross-border conversion, merger or division. Such companies must comply with the BO registration requirements from the date of their continuation in Malta.

Access to the register

Following the Court of Justice of the European Union judgment of 22 November 2022 (Joined Cases C-37/20 and C-601/20), EU member states are no longer required to provide unrestricted public access to beneficial ownership registers. Malta adjusted its position accordingly: BO information on the MBR register is now accessible to competent authorities (the FIAU, the MTCA, law enforcement and the MBR itself), obliged entities conducting AML due diligence, and persons who can demonstrate a legitimate interest. General public access without a stated purpose is no longer available. Access to the BAROS portal has required user authentication since August 2025.

Exceptions

Companies whose shares are admitted to trading on a regulated market in the EU, and which are therefore subject to EU transparency requirements, benefit from a partial exemption from the BO Regulations to the extent that ownership information is already publicly available through their listing disclosure obligations.

6. Event-driven filings

Beyond the annual return and financial statements, companies must notify the MBR within prescribed periods of a range of corporate events. All event-driven notifications are submitted through the BAROS portal or, where electronic submission is not yet available for a specific form, in paper form:

7. Corporate income tax return

The corporate income tax return is filed with the Malta Tax and Customs Administration (MTCA) - not the MBR. For companies with a 31 December year-end, the deadline is 9 months from year-end (30 September of the following year) for paper returns, or 10 months from year-end (31 October) for electronic filing. Other year-ends follow proportional deadlines. The tax return must be accompanied by the company's tax computation and any supporting schedules required by the MTCA.

8. Consequences of non-compliance

Failure to meet MBR filing deadlines has a range of practical consequences:

• Daily administrative penalties imposed by the Registrar on the company and its officers for each day of continuing default. Late annual return penalties can reach EUR 2,329.37 per outstanding return.

• The Registrar may restrict a person who has breached Companies Act filing obligations on three or more occasions within a two-year period from being appointed as a director or company secretary of any Maltese company.

• A company with outstanding annual returns or financial statements will be unable to obtain a Certificate of Good Standing from the MBR. This certificate is required for opening bank accounts with most Maltese and international banks, renewing MFSA or other regulatory licences, and satisfying due diligence requirements in commercial transactions.

• Failure to maintain and update the beneficial ownership register carries separate penalties under the Companies Act (Register of Beneficial Owners) Regulations, enforceable independently of Companies Act filing penalties.

• Persistent non-compliance can result in the company being struck off the MBR register by the Registrar, which dissolves the company and vests its assets in the Government of Malta.

9. Frequently asked questions

Who is responsible for ensuring the annual return is filed on time?

The directors of the company are personally and collectively responsible. Engaging a company secretary or CSP to manage filings does not transfer that legal responsibility. Directors should maintain oversight - confirming in writing with any service provider which filings each party is responsible for, and verifying independently that each filing has been completed.

Can filings be made online?

Yes. Most filings are made through the BAROS portal (Business Automation Registry Online System). Since August 2025, access to BAROS requires user authentication via one of the MBR's approved login methods. Electronic filing is generally faster, produces an immediate confirmation of receipt, and avoids postal processing delays.

What if a beneficial owner refuses to provide their information?

The obligation to maintain accurate beneficial ownership information rests with the company. If a shareholder or beneficial owner refuses to provide the required information, the company should document its attempts in writing and notify the MBR of the situation. Inability to complete the register, whatever the reason, does not excuse non-compliance. Legal advice should be sought promptly in cases of non-cooperative beneficial owners, as the company and its directors remain exposed to penalties.

Is BO information publicly available?

Not to the general public. Following the CJEU ruling of November 2022, Malta restricted unrestricted public access to the BO register. Access is now available to competent authorities, obliged entities (such as banks, lawyers and accountants) conducting customer due diligence, and persons who can demonstrate a legitimate interest. Directors should be aware that while the register is not open to general public search, it is fully accessible to the FIAU, the MTCA, law enforcement and foreign BO registries with which Malta has an agreement.

Does the annual return need to be audited?

No. The annual return is signed by a director or the company secretary but does not require auditor certification. The financial statements filed separately with the MBR must be accompanied by an auditor's report only where the company does not qualify for an audit exemption under L.N. 139 of 2025. The annual return and financial statements are two separate filings with separate deadlines.

What is a Certificate of Good Standing and when is it needed?

A Certificate of Good Standing is a document issued by the MBR confirming that the company is duly incorporated, is in good standing with its filing obligations, and has not been struck off or dissolved. It is routinely required by banks for account opening, by regulators for licence renewals, and by counterparties in M&A transactions or significant commercial contracts. The certificate cannot be issued if the company has outstanding annual returns, unfiled financial statements or other open compliance defaults.

Related guides from EGM Assurance

• Statutory Audit in Malta: 2026 Guide for SMEs

• GAPSME vs IFRS: Which Framework Applies

• Company Liquidation in Malta

• Payroll and FSS Obligations for Maltese Employers

Authoritative references

• Companies Act (Cap. 386)

• Companies Act (Register of Beneficial Owners) Regulations, as amended by L.N. 127 of 2025

• Companies Act (Fees) Regulations (S.L. 386.03)

• Malta Business Registry (BAROS portal)

• FIAU Implementing Procedures

• Sixth Anti-Money Laundering Directive (Directive (EU) 2024/1640)

Need help? EGM Assurance provides audit firm in Malta - partner-led, transparent, on time. Get a quote.

This article is prepared by EGM Assurance for general informational purposes and reflects the legal and regulatory position in Malta as at April 2026. It does not constitute legal, tax or professional advice. Always confirm current obligations with a qualified professional before acting.