Submission of annual financial reports to the Registrar of Companies

Amendments to the Maltese Companies Act which came into force on 28 April 2026 have introduced a welcome simplification to the filing obligations of Maltese issuers insofar as it relates to their annual financial reports (“AFRs”).

Automatic transmission of AFRs

Prior to these amendments, apart from submitting their AFRs to the Malta Financial Services Authority (“MFSA”) through its dedicated portal (the LH Portal), which automatically transmits the AFRS to the Malta Stock Exchange, being the Officially Appointed Mechanism for Malta, Maltese issuers were also required to submit their AFRs to the Registrar of Companies at Malta Business Registry (“MBR”). In practice this caused a number of administrative burdens.

Following these amendments, Maltese issuers are no longer required to submit their AFRs to the MBR as these are now automatically transmitted to the MBR by the MFSA once a company uploads its AFR in European Single Electronic Format (“ESEF”) to the MFSA’s LH Portal. As a result, the filing requirement with the MBR is satisfied once an issuer submit its final ESEF-compliant report to the MFSA.

The MBR has issued an informative note confirming that this simplified process is effective as of 28 April 2026. Accordingly, Maltese issuers that have submitted their ESEF AFRs to the MFSA on or after 28 April 2026, or are yet to do so, are no longer required to file their AFRs with the MBR.

Certification Statement on the ESEF Annual Financial Report

While the MBR’s informative note does not expressly address the Certification Statement on the ESEF Annual Financial Report, given that no separate filing of the annual accounts is required with the MBR, the related Certification Statement, which issuers were previously submitting to the MBR together with their AFR, is likewise no longer required.

Approval by the general meeting

A practical consequence of this streamlined filing mechanism is that, in most cases, the AFR will be transmitted by the MFSA to the MBR before it is laid before the general meeting for shareholder approval.

In practice, this change does not materially alter the market practice for issuers as prior to these amendments, AFRs were typically submitted to the MFSA and published on the issuer’s website and by means of a company announcement before the annual general meeting is held.