Every Company registered in Malta, irrespective of whether it is a private or public company must file an Annual return to the Maltese registry of companies on a yearly basis. The contents of the annual return are set forth in schedule 7 to the Companies Act and the execution and filing thereof is typically entrusted to the Company secretary, albeit any director may also execute and file the return. Article 184(2) of the Companies Act prescribes that the filing of the annual return must be filed within forty-two (42) days after the date to which it is made up. As the annual return is made on the anniversary of the registration of the company, effectively this means that the company secretary or company director should ensure filing thereof by not later than forty-two (42) days from the day of its formation. Late filing shall not bring the nullity of the annual return, however, it shall trigger off penalties of late filings. The fees payable to the registry of companies are set forth by the Companies Act (Fees) Regulations – S.L. 386.03, and calculated in accordance to the authorised share capital of the Company. A copy of such table is hereby being reproduced below for ease of reference:-
|does not exceed € 1500||€ 100|
|Exceeds € 1,500 but not € 5,000||€ 120|
|Exceeds € 5,000 but not € 10,000||€ 135|
|Exceeds € 10,000 but not € 50,000||€ 300|
|Exceeds € 50,000 but not € 100,000||€ 400|
|Exceeds € 100,000 but not € 250,000||€ 600|
|Exceeds € 250,000 but not € 500,000||€ 800|
|Exceeds € 500,000 but not € 1,000,000||€ 900|
|Exceeds € 1,000,000 but not € 2,500,000||€ 1,200|
|Exceeds EUR 2,500,000||€ 1,400|
Since the relevant fees are calculated in accordance to the authorised (not the issued) share capital of the company, it is possible to contain costs, through the use of share premium which has the effect of ensuring that the authorised share capital remains at a low threshold whilst ensuring that the issued paid up capital is allotted to a very high premium.
SICAVs are still obliged to file an annual return, however, most of the fields set forth in the Seventh Schedule are inapplicable to them. The reason for this is that SICAVs are used for a number of very specific uses, such as corporate vehicles for collective investment schemes. Subscibers to the units, are, provided the scheme is open ended, able to redeem or purchase new schemes, without triggering reporting requirements (Form T) to the Maltese registry of companies. This derogation from reporting has been extended to the annual return.
Very importantly, the obligation to file annual return ceases once the company is placed into liquidation. The rationale behind this derogation is that once the company is put into liquidation, the duties inherent in the offices of company secretary and company directors are (barring a few statutory residual powers) divested to the liquidator. The role of the liquidator does not include the filing of annual returns of the company.
Contact one of our officers for all matters pertaining to the filing of annual returns and/or to initiate the incorporation of a Maltese registered company and start reaping the full benefits of an onshore, low-tax, EU jurisdiction. Simply fill in the contact box below or contact us by email on firstname.lastname@example.org
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