This Guide covers the annual accounts that a company registered in Malta under the Companies Act must prepare, have audited (or not), lay before its members and deliver to the Registrar of Companies at the Malta Business Registry (MBR). It covers:
- which accounting framework applies: IFRS as adopted by the EU, or GAPSME (the General Accounting Principles for Small and Medium-Sized Entities);
- the size tests in article 185 of the Companies Act (small company, the micro "at least two of three" audit exemption, small group) and in the GAPSME Regulations;
- the audit requirement under the Companies Act and the separate audit requirement for income tax under article 19(4)(a) of the Income Tax Management Act, as relaxed by the Audit Exemption Rules 2025;
- the directors' report, signing, laying before the general meeting, delivery to the Registrar, and the penalties for default.
Year. Malta companies may use any accounting reference date. Figures are for accounting periods reported in tax year 2026 (calendar 2026), using the law as consolidated on legislation.mt at 28 April 2026. Most companies with a 31 December year-end are now finishing their 2025 accounts: see Case 1 and "When the higher limits started".
Not covered. Corporate income tax computations, tax rates, refunds and the company tax return: see the malta-income-tax Guide. VAT: see the malta-vat-return Guide. Banks, financial institutions and insurers follow their own sector rules for the form and content of their accounts (article 168); insurance-related entities may have their own principles (S.L. 281.07). Investment companies with variable share capital (SICAVs) use the Fifth Schedule format (article 169). Partnerships are not covered. Corporate sustainability reporting (CSRD) is flagged only: large undertakings and listed entities must take specialist advice.
Sources. Everything below is from the Laws of Malta. The Malta Tax and Customs Administration (MTCA) website and the MBR website could not be read for this Guide. Anything that depends on them (review-report guidelines, portal steps, current MBR fees in practice) is marked check.
Ask the client first
- Is the company private or public? Is any of its securities admitted to trading on a regulated market, or is it a public-interest entity (PIE)? A PIE or listed company cannot use GAPSME and is never exempt from audit.
- What is the company's accounting reference date, and is this its first accounting period? If first, when was it registered, and how long is the period?
- For this and the previous balance sheet date: total assets (balance sheet total), net turnover (excluding VAT and rebates), and average number of employees (full-time weeks, plus part-time hours divided by forty). Article 185 changes status only after two consecutive years.
- Is the company a parent? If so, what are the group totals, net and gross, and is the company itself a subsidiary of an EU/EEA parent that consolidates it?
- Has the board resolved to use IFRS as adopted by the EU instead of GAPSME? For which period?
- Is the company an exempt company under article 211 (at most fifty debenture holders, no corporate director, no outside control of policy, conditions written into the memorandum or articles)?
- Who are the shareholders, when was the company registered, and what are their education dates (MQF level 3 or higher)? This matters for the income tax start-up audit waiver.
- Is an auditor already appointed? When is the general meeting planned?
- Is the company registered under the Merchant Shipping Act, a bank, insurer, financial institution or SICAV? If yes, see "When to refuse or refer".
- Were previous accounts or annual returns filed late, or not at all?
The method, step by step
- Fix the period. Take the accounting reference date. If no notice was given within nine months of registration, it is 31 December. The first period runs from registration and lasts at least six and at most eighteen months. The directors may end any period up to seven days either side of the reference date. (Cap. 386 art. 164)
- Size the company under article 185. Test each balance sheet date against the small-company limits and, for a private company, the micro limits. A limit is met when the company does "not exceed the limits of at least two of the three" criteria. Status changes only when the company crosses the line on two consecutive balance sheet dates. A parent is small only if its group is a small group. (Cap. 386 art. 185)
- Pick the framework. An entity inside the GAPSME small or medium limits (which are different from the article 185 limits) prepares GAPSME accounts unless the board has resolved to use IFRS as adopted by the EU. Any entity outside those limits, and every PIE, uses IFRS as adopted by the EU. (GAPSME Regulations reg. 4 and 5)
- Decide the audit. A private company inside the micro limits (at least two of three) is exempt from the Companies Act audit. Every other company is audited. Then apply the separate income tax rule: for tax, a micro company meeting two of three can satisfy the audit-report requirement with a review report (a full audit also satisfies it), and one meeting all three needs neither. (Cap. 386 art. 185(2); Audit Exemption Rules 2025)
- Prepare the accounts. Balance sheet, profit and loss account (income statement) and notes, plus anything else the framework requires, as a composite whole showing a true and fair view. Show the company's name, registration number, legal form and registered office. (Cap. 386 art. 167)
- Prepare the directors' report unless the company is small under article 185(1). (Cap. 386 art. 177 and 185(1))
- Approve and sign. The board approves the accounts; two directors sign and date the balance sheet (one, if an exempt company has only one director). Two directors sign the directors' report. (Cap. 386 art. 176, 178 and 211(5))
- Audit (if required), then send copies to members and debenture holders at least fourteen days before the general meeting. (Cap. 386 art. 179 and 180)
- Lay the accounts before the general meeting for approval: within ten months of the year-end for a private company, seven months for a public company. (Cap. 386 art. 181 and 182)
- Deliver to the Registrar within forty-two days from the end of that laying period, with any exemption declaration. File the annual return on its own cycle. (Cap. 386 art. 183 and 184)
- Hand over to tax. The audited (or reviewed, or exempt) accounts support the company tax return. See the malta-income-tax Guide.
Order matters. If you choose the framework before testing size, a company may be put on IFRS or GAPSME wrongly. If you drop the audit because of the tax rules, you may breach the Companies Act, which has its own, different test.
A company meets a set of limits when, on its balance sheet date, it stays at or under at least two of the three limits. Being over one limit is fine; being over two is not.
| Test | Balance sheet total | Net turnover | Average employees | What it gives |
|---|
| Small company (art. 185(1)) | €5,000,000 | €10,000,000 | 50 | No directors' report; need not deliver a directors' report to the Registrar |
| Micro exemption, private companies only (art. 185(2)) | €46,600 | €93,000 | 2 | No auditor, no auditors' report, Third Schedule does not apply |
| Small group (art. 185(5)), net | €5,000,000 | €10,000,000 | 50 | Parent can be small; parent exempt from consolidated accounts (art. 173) |
| Small group (art. 185(5)), gross | €6,000,000 | €12,000,000 | 50 | Same; the group may use either net or gross figures |
- When the higher limits started. The €5,000,000 and €10,000,000 small-company limits, and the higher small-group limits, were substituted by article 26 of Act I of 2026. L.N. 61 of 2026 brought article 26 into force on the date it was published, which was 20 March 2026 (Gazette No. 21,607). The notice has no transitional rule tied to financial years. So:
- accounts for balance sheet dates on or after 20 March 2026 are tested against the new limits;
- for earlier balance sheet dates (including 31 December 2025), the law does not say whether accounts approved after 20 March 2026 use the new or the previous limits. Where the answer differs (see Case 2), the safe course is to prepare the directors' report, or to take advice.
Previous limits (article 185 before Act I of 2026 art. 26), from the consolidated Cap. 386 at 16 December 2025:
| Test (before 20 March 2026) | Balance sheet total | Net turnover | Average employees |
|---|
| Small company (art. 185(1)) | €4,000,000 | €8,000,000 | 50 |
| Small group (art. 185(5)), net | €4,000,000 | €8,000,000 | 50 |
| Small group (art. 185(5)), gross | €4,800,000 | €9,600,000 | 50 |
The micro limits in article 185(2) (€46,600, €93,000, 2 employees) did not change.
- Two-year rule. On any balance sheet date other than the first, exceeding or ceasing to exceed the limits counts "only if it occurs in two consecutive accounting periods" (art. 185(3)). A company that was small last year and goes over once stays small this year.
- Balance sheet total is total assets in the GAAP balance sheet (art. 185(4)). Net turnover is sales of products and services after rebates, VAT and other taxes linked to turnover (art. 185(9)).
- Average employees (art. 185(10)): full-time staff = total full weeks worked by all full-time staff ÷ full weeks in the period; part-time staff = total hours worked ÷ full weeks in the period ÷ 40. Round each to the nearest whole number.
- Parents. A parent company is small only if its group is a small group (art. 185(5)), unless it is exempt from consolidating under article 174.
- Medium and large. For the Third Schedule, "large undertakings" exceed at least two of €25,000,000 balance sheet total, €50,000,000 net turnover and 250 employees; "medium-sized undertakings" are the rest that are not small. Large and medium groups use €25,000,000 net or €30,000,000 gross, and €50,000,000 net or €60,000,000 gross. (Cap. 386 Third Schedule para. 1)
| GAPSME category | Balance sheet total | Revenue | Average employees |
|---|
| Small entity (reg. 5(1)(a)) | €4,000,000 | €8,000,000 | 50 |
| Medium-sized entity (reg. 5(1)(b)) | €20,000,000 | €40,000,000 | 250 |
- The GAPSME limits were not raised with the Companies Act. A company can be "small" under article 185 (up to €10,000,000 net turnover) yet "medium-sized" under GAPSME (over €8,000,000 revenue). Test both.
- GAPSME also has a two-consecutive-years rule (reg. 5(4)). A small entity that exceeds the small limits twice moves to the medium-sized GAPSME rules. A medium-sized entity that exceeds the medium limits twice must stop using GAPSME.
- In a first period, the entity is over the limits if at the end of that period two of the three figures exceed them (reg. 5(6)). If a period is shorter or longer than a year, revenue is scaled to twelve months (reg. 5(7)).
- GAPSME never applies to a public interest entity (reg. 5(8)).
- The Companies Act requires accounts under "generally accepted accounting principles and practice" (GAAP). Under the Accounting and Auditing Standards Regulations, GAAP means IFRS as adopted by the EU, but an entity that meets the eligibility conditions may instead follow GAPSME. (S.L. 281.02 reg. 3)
- GAPSME is the default for eligible entities. An entity inside the GAPSME small or medium limits "shall" prepare GAPSME accounts "unless the Board of Directors ... has resolved to prepare financial statements in accordance with IFRS as adopted by the EU for that financial reporting period" (reg. 4). Record the board resolution if the client wants IFRS.
- IFRS as adopted by the EU applies to PIEs, to entities over the GAPSME medium limits, and to any entity whose board chooses it. The same framework applies to the comparatives (S.L. 281.02 reg. 3(3)).
- There is no separate micro-entity framework. A company using the article 185(2) micro exemption still prepares GAPSME (or IFRS) accounts; it is only freed from the audit.
- GAPSME is IFRS-based but simpler. For example, leases are classified as finance or operating leases (GAPSME Section 14), not the IFRS 16 right-of-use model.
What the accounts contain
| Framework and size | Statements | Source |
|---|
| GAPSME, small entity | Balance sheet, income statement, notes | GAPSME Section 4.1 |
| GAPSME, medium-sized entity | As small, plus statement of changes in equity and statement of cash flows | GAPSME reg. 3 and Section 4 |
| IFRS as adopted by the EU (any size) | Full IFRS set: financial position, profit or loss and other comprehensive income, changes in equity, cash flows, notes | S.L. 281.02 reg. 3 |
| Every company, on top | Name, registration number, legal form, registered office; true and fair view; departures from the Act disclosed in the notes | Cap. 386 art. 167 |
| Medium-sized and large undertakings | Additional Third Schedule disclosures | Cap. 386 Third Schedule |
- Currency. Accounts are presented in the currency of the share capital. If that is not the euro, state on the balance sheet the ECB (or Central Bank of Malta) rate to the euro at the balance sheet date, and use it to convert euro limits (art. 187).
- Notes. Disclose what GAAP requires plus what the Act requires (art. 175). The detailed note list depends on the framework: use the GAPSME Sections (for example related parties in Section 20, post balance sheet events in Section 19) or the relevant IFRS.
- Formats. The Companies Act has no general statutory format for small companies' balance sheets and profit and loss accounts. The layout follows the framework. (The Fourth Schedule of the Act is about reports on payments to governments, not formats.)
- Required for every company that is not small under article 185(1). It names the directors in the period, states the principal activities, and gives a fair, balanced review of the business, its position and its principal risks and uncertainties, with financial (and, where appropriate, non-financial) key performance indicators. It must also cover the Sixth Schedule items: important events after the year-end, likely future developments, research and development, the recommended dividend, and others.
- Small companies are exempt from article 177, except the sustainability-reporting obligations of small companies that are PIEs. If a small company uses the exemption, the Sixth Schedule paragraph 3 information about its acquisition of its own shares must go in the notes (art. 185(1)).
- Two directors approve, date and sign it. The copy for the Registrar is signed by a director or the company secretary (art. 178).
- Where there is an audit, the auditor reports whether the directors' report is consistent with the accounts and prepared under the law (art. 179(3)).
Audit: Companies Act and income tax are two different tests
- Every company appoints an auditor at each general meeting where accounts are laid (art. 151), and the auditor reports on every set of annual accounts (art. 179).
- Exemption: a private company that, on its balance sheet date, stays at or under at least two of €46,600 balance sheet total, €93,000 net turnover and 2 employees is exempt from Chapter IX (Auditors, articles 151 to 162), from the auditors' report in article 179, and from the Third Schedule (art. 185(2)). The two-consecutive-years rule in article 185(3) applies.
- The Companies Act has no review-report tier. Under the Act, the micro company either qualifies and needs no audit, or it does not and needs a full audit.
- The auditor must be approved by the Accountancy Board to carry out statutory audits (Act I of 2026 art. 3, definition of "auditor"). Auditing follows international auditing standards (S.L. 281.02 reg. 4), applied proportionately for small undertakings.
- The Companies Act (Audit Exemption) Regulations (S.L. 386.20), a start-up exemption for companies owned by recent graduates, are marked "Not yet in force" on legislation.mt. Do not rely on them. (S.L. 386.20)
- For tax, a company registered in Malta must support its records with a balance sheet and profit and loss account complying with articles 167 to 169 of the Companies Act, with "a report drawn up by a certified public auditor" attached, unless rules say otherwise (ITMA art. 19(4)(a)). A non-resident company's records are those for its Malta activities.
- The Audit Exemption Rules 2025 (L.N. 139 of 2025) apply from accounting periods starting on or after 1 January 2024, and rule 6 from periods starting on or after 1 January 2025:
- Rule 6(1)(a): a company using the article 185(2) exemption because it meets two of the three criteria satisfies the tax audit requirement when a review report has been made.
- Rule 6(1)(b): a company meeting all three criteria needs neither audit nor review for tax.
- Rule 6 does not apply to companies registered under the Merchant Shipping Act (rule 7 has their own test). A company that must prepare consolidated accounts keeps rule 6 only while its group is a small group (rule 6(2)). The two-year rule in article 185(3) applies (rule 8).
- Rule 3 (start-up waiver): no auditor's report for the first two accounting periods of a newly registered company whose sole shareholders are individuals with an MQF level 3 (or higher) qualification who set up the company within three years of qualifying, and whose turnover does not exceed €80,000 (pro rata for a period that is not twelve months). (L.N. 139 of 2025)
- Rule 4: if such a company has an audit anyway, it may deduct 120% of the audit cost, up to €700 for each accounting period. (L.N. 139 of 2025)
- Rule 5: both reliefs end at once if a shareholder change means the shareholders are no longer all qualifying individuals.
- Review report. The Rules give "review report" the meaning in guidelines published on the Commissioner for Tax and Customs' website. That site could not be read for this Guide: check the current MTCA guidelines for who may sign the review report and what it must contain.
- Watch the mismatch. The start-up waiver in rule 3 is a tax rule only. Unless the company also meets the article 185(2) test, the Companies Act still requires an audit.
Year-end adjustments checklist (GAPSME Schedule)
Use the framework the company reports under: the GAPSME Section is named, and IFRS reporters use the matching standard.
- Depreciation (GAPSME Section 7). Tax capital allowances are separate: see malta-income-tax.
- Accruals and prepayments: audit or review fees, bonuses, utilities; insurance, rent and licences spanning the year-end.
- Provisions and contingencies (Section 17); receivables impairment (Section 9; IFRS 9 expected credit losses for IFRS reporters).
- Inventories at the lower of cost and net realisable value (Section 15).
- Current and deferred tax (Section 16). The company rate is 35% (Income Tax Act art. 56(6), Cap. 123).
- Foreign currency: monetary items at the closing rate (Section 18).
- Leases: GAPSME finance or operating lease (Section 14); IFRS 16 right-of-use model for IFRS reporters of any size.
- Revenue cut-off (Section 6), investment property (Section 8), accrued leave and bonuses, post balance sheet events (Section 19).
The layout of the statements follows the framework; the Act prescribes no general format for small companies.
| Situation | Rule | Source |
|---|
| Parent within small-group limits | Exempt from consolidated accounts, unless a group company is listed or a PIE | Cap. 386 art. 173 |
| Parent that is itself a wholly-owned subsidiary of an EU/EEA parent | May skip consolidation if all article 174 conditions are met, including filing the larger group's accounts | Cap. 386 art. 174 |
| Start-up waiver applies for tax but company fails art. 185(2) | Companies Act audit still required; tax deduction of 120% of the audit cost, capped at €700 | L.N. 139 of 2025 rules 3 and 4 |
| First period longer than twelve months | Laying period shortened by the excess days, but never below three months | Cap. 386 art. 182(3) |
| Period shortened by change of reference date | Later of the normal period or three months from the notice | Cap. 386 art. 182(4) |
| Issuer on a regulated market (ESEF) | Accounts go to the Registrar by an application programming interface or similar electronic means | Cap. 386 art. 183(1) proviso |
All amounts are illustrations. Each company is private, not a PIE, not a parent, and has a 31 December year-end unless stated.
Case 1: micro company meeting two of three (2025 accounts). Balance sheet total €40,000; net turnover €120,000; 1 employee; the same pattern at 31 December 2024. (Cap. 386)
- Article 185(2): balance sheet total is under €46,600 (met); turnover is over €93,000 (not met); employees under 2 (met). Two of three met on two consecutive dates: exempt from the Companies Act audit.
- Article 185(1): small, so no directors' report.
- GAPSME small entity limits met: GAPSME accounts (balance sheet, income statement, notes) unless the board resolved on IFRS.
- Tax: rule 6(1)(a) of L.N. 139 of 2025 applies (two of three), so the company can satisfy the tax audit-report requirement with a review report instead of an audit. (L.N. 139 of 2025)
- Deadlines: lay before the general meeting by 31 October 2026; deliver to the Registrar by 12 December 2026 (42 days after 31 October).
Case 2: small under article 185, medium-sized under GAPSME. Net turnover €9,000,000; balance sheet total €4,500,000; 30 employees, the same in 2024 and 2025. (Cap. 386)
- Article 185(1): turnover under €10,000,000, total assets under €5,000,000, employees under 50: small under the limits in force from 20 March 2026, so no directors' report is required for a balance sheet date on or after that day.
- Under the previous limits (€4,000,000 and €8,000,000), it exceeds both, so it is not small and must prepare and deliver a directors' report. For a 31 December 2025 balance sheet date, where the law is unclear, prepare the directors' report.
- Not micro, so a full audit is required.
- GAPSME: revenue over €8,000,000 and total assets over €4,000,000 for two years, so not a small entity; within €40,000,000 and €20,000,000, so a medium-sized entity. GAPSME accounts must include a statement of changes in equity and a statement of cash flows. (S.L. 281.05 reg. 5)
Case 3: start-up waiver for tax, audit still required by the Act. Registered 1 March 2025, first period to 31 December 2025 (ten months). Both shareholders obtained MQF level 6 degrees in 2024. Turnover €50,000; balance sheet total €60,000; 3 employees; audit fee €1,000. (Cap. 386)
- Article 185(2): turnover met, but balance sheet total and employees both exceed the limits. Only one of three met: not exempt. The Companies Act audit is required.
- Tax: the pro-rata turnover cap is €80,000 × 10 ÷ 12 = €66,666.67. Turnover of €50,000 is under it, and the other rule 3 conditions are met, so for tax alone no auditor's report is needed. But the audit happens anyway, so the company does not use the waiver and claims the rule 4 deduction instead: 120% × €1,000 = €1,200, capped at €700. (L.N. 139 of 2025)
- The first period is ten months, so the normal laying period applies: by 31 October 2026, delivery by 12 December 2026.
Case 4: long first period. Registered 1 July 2024; first accounting reference date 31 December 2025 (eighteen months, the maximum).
- The period is longer than twelve months by 184 days (1 July to 31 December 2025).
- Laying period: ten months after 31 December 2025 is 31 October 2026. Reduce by 184 days: 30 April 2026. This is later than the three-month floor (31 March 2026), so it stands.
- Delivery to the Registrar: 42 days after 30 April 2026 = 11 June 2026. (Cap. 386 art. 182(3) and 183(1))
Case 5: late delivery. Case 1's company delivers its 2025 accounts 60 days after 12 December 2026.
- Maximum administrative penalty under article 183(6): €2,329, plus €46 for each day the default continues. Maximum = €2,329 + €46 × 60 = €2,329 + €2,760 = €5,089. The Registrar may impose less. The company is jointly and severally liable with its officers, and recovery lapses after five years. (Cap. 386 art. 427 and Eleventh Schedule)
Case 6: parent company and the group test. A parent's own figures are tiny. Its group, consolidated, has net turnover €11,000,000 net and €11,800,000 gross; balance sheet total €5,500,000 net and €5,900,000 gross; 40 employees. (Cap. 386)
- Net basis: turnover over €10,000,000 and total assets over €5,000,000: fails. Gross basis: turnover under €12,000,000, total assets under €6,000,000, employees under 50: passes. Either basis may be used, so the group is a small group (art. 185(5) and (7)).
- The parent can be treated as small, and it is exempt from preparing consolidated accounts under article 173, unless a group company is listed or a PIE.
When to refuse or refer
- PIEs, listed issuers and ESEF filers: refer to a statutory auditor with PIE experience. Extra audit-report content (art. 179B) and electronic filing rules apply.
- Banks, financial institutions, insurers and SICAVs: sector rules override the Act (art. 168 and 169). Refer.
- Sustainability reporting (CSRD): large undertakings and PIEs may have sustainability reporting and assurance duties under S.L. 386.31. This Guide does not cover them. Refer.
- Merchant Shipping Act companies: the tax audit waiver follows rule 7 of L.N. 139 of 2025 and S.L. 234.42. Refer.
- Groups with overseas parents or subsidiaries claiming the article 174 exemption: the conditions are strict (equivalence, audit of the larger group's accounts, filing them in Malta). Refer unless you have checked every condition.
- Pre-20 March 2026 balance sheet dates: if small-company status turns on old versus new article 185 limits, say that the law is unclear and recommend preparing the directors' report, or refer. (L.N. 61 of 2026)
- Review-report content for tax: the MTCA guidelines could not be read. Do not describe the standard as settled; tell the client to check the current guidelines.
- Refuse to present accounts as exempt from audit, or to sign or date documents for directors, where the size test is not met or the records do not support it. Directors who approve non-compliant accounts face a penalty (art. 176(4)). Failing to keep proper records is a criminal offence with a fine of up to €11,646 (art. 163(6)). (Cap. 386)
- Tax questions (chargeable income, rates, refunds, the tax return deadline): route to the malta-income-tax Guide. VAT: route to the malta-vat-return Guide.
| Step | Deadline or rule | Source |
|---|
| Send accounts, directors' report and auditors' report to members and debenture holders | At least fourteen days before the general meeting (or late, if all members entitled to attend agree); electronic copies allowed if members are told | Cap. 386 art. 180 |
| Lay accounts before the general meeting for approval | Private company: ten months after the year-end. Public company: seven months | Cap. 386 art. 181 and 182 |
| Deliver to the Registrar | Within forty-two days from the end of the laying period: accounts, auditors' report (if any), directors' report (if required) | Cap. 386 art. 183(1) |
| Small company | Need not deliver the directors' report | Cap. 386 art. 183(2) |
| Small private exempt company | Need not deliver the directors' report or the profit and loss account (and no auditors' report if also micro) | Cap. 386 art. 183(2) |
| Using any filing exemption | Declaration on the prescribed form, signed by the directors who signed the balance sheet | Cap. 386 art. 183(3) |
| Annual return | Made up to each anniversary of registration; filed within forty-two days after that date | Cap. 386 art. 184 |
| Annual return fee (electronic), authorised capital up to €1,500 | €85 (paper: €100); higher bands rise with capital, up to €1,200 electronic over €2,500,000 | S.L. 386.03 Schedule (i) |
| Registering annual accounts | The Fees Regulations list no separate fee; check the MBR for current practice | S.L. 386.03 |
| Keep accounting records | Ten years (Companies Act); nine years for tax records | Cap. 386 art. 163(5); ITMA art. 19(5) |
- How to file. Electronic copies must be authenticated under article 82. The MBR portal steps could not be checked for this Guide: check the MBR's current online filing instructions.
- Pending wording change. Act XVIII of 2025 rewrites article 183(2) so that the second relief refers to a private company "in terms of the provisions of article 211" rather than an "exempt company". That article (25(b)) is not yet in force: the only part of article 25 brought into force is 25(a), by L.N. 110 of 2026, and the consolidated Act at 28 April 2026 still shows the "exempt company" wording. Apply the consolidated text until a further commencement notice. (Act XVIII of 2025)
| Default | Penalty | Daily |
|---|
| Failing to lay accounts, or laying non-compliant accounts (art. 181(3)) | €2,329 | €46 |
| Failing to deliver, or delivering defective, accounts to the Registrar (art. 183(6)) | €2,329 | €46 |
| Failing to file the annual return (art. 184(3)) | €2,329 | €46 |
| Directors approving non-compliant accounts (art. 176(4)) | €2,329 | None |
| Directors' report not compliant (art. 177(4)) | €1,164 | None |
| Failing to send accounts to members (art. 180(4)) | €1,164 | None |
| Records not kept for ten years (art. 163(7)) | €1,164 | None |
| Accounts issued or delivered unsigned (art. 176(5)) | €465 | None |
These are maximums set by the Registrar (art. 427(1)). The penalty is due on the day of default; the daily penalty runs from the next day. The company is jointly and severally liable with its officers (art. 427(4)).
2025 year-ends (being filed now): a private company with a 31 December 2025 year-end lays its accounts by 31 October 2026 and delivers them by 12 December 2026 (Case 1); rule 6 of L.N. 139 of 2025 applies to those accounts.