ACT No. I of 2026 AN ACT to amend various laws relating to Corporate Sustainability Reporting.

I assent.

(L.S.)

MYRIAM SPITERI DEBONO

President

26th February, 2026

ACT No. I of 2026

AN ACT to amend various laws relating to Corporate Sustainability

Reporting.

BE IT ENACTED by the President, by and with the advice and

consent of the House of Representatives, in this present Parliament

assembled, and by the authority of the same as follows:-

(1) The short title of this Act is the Various Laws relating to

commencement.

Corporate Sustainability Reporting (Amendment) Act, 2026.

(2) This Act shall come into force on such date or dates as the

Minister responsible for the registration of commercial partnerships

may by notice in the Gazette establish, and different dates may be so

established for different provisions and, or purposes of this Act.

PART I

Amendments to the Accountancy Profession Act

This Part amends the Accountancy Profession Act and it

shall be read and construed as one with the Accountancy Profession

Act, hereinafter in this Part referred to as the "principal Act".

Sub-article (1) of article 2 of the principal Act shall be

amended as follows

(a) the definition "audit firm" shall be substituted by the

following new definition

" "audit firm" means an entity, regardless of its

legal form, which is authorised to practise in the field of

auditing in accordance with article 10 and any connected

undertaking and, where applicable, to carry out the

assurance of sustainability reporting, in accordance with

the Corporate Sustainability Reporting Regulations;";

(b) the definition "auditor" shall be substituted by the

following new definition

" "auditor" or "statutory auditor" means an individual

who is approved by the Board in accordance with this Act

to carry out statutory audits and, where applicable, the

assurance of sustainability reporting in accordance with the

Corporate Sustainability Reporting Regulations or, where

necessary, an audit firm;";

(c) immediately after the definition "approved

accountancy body" there shall be added the following new

definition

" "assurance of sustainability reporting" means the

performance of procedures resulting in the report

issued by the statutory auditor or audit firm in

accordance with article 179C of the Companies Act

and shall include assurance of consolidated

sustainability reporting in accordance with regulation

35 of the Corporate Sustainability Reporting

Regulations;";

(d) immediately after the definition "generally accepted

accounting principles and practice" there shall be added the

following new definition

" "group auditor" means the auditor or audit firm

carrying out the statutory audit of the consolidated

a c c o u n t s or, w h e r e a p p l i c a b l e , t h e a s s u r a n c e o f

consolidated sustainability reporting in accordance with the

Corporate Sustainability Reporting Regulations;";

(e)

immediately after the definition "host Member State"

there shall be added the following new definitions

" "independent assurance services provider" means a

conformity assessment body accredited in accordance

with Regulation (EC) No. 765/2008 of the European

Parliament and of the Council of 9 July 2008 setting out

the requirements for accreditation and repealing

Regulation (EEC) No. 339/93 for the specific

conformity assessment activity referred to in article

179C(2) of the Companies Act;

"key sustainability partner" means

(a) the statutory auditor designated by an

audit firm for a particular assurance engagement

concerning sustainability reporting as being

primarily responsible for carrying out the

assurance of sustainability reporting on behalf of

the audit firm; or

(b) in the case of the assurance of

consolidated sustainability reporting at least the

statutory auditor designated by an audit firm as

being primarily responsible for carrying out the

assurance of sustainability reporting at the level

of the group and the statutory auditor designated

as being primarily responsible at the level of

material subsidiaries; or

(c) the statutory auditor who signs the

assurance report on sustainability reporting in

accordance with the Corporate Sustainability

Reporting Regulations;";

(f) immediately after the definition "practising

certificate" there shall be added the following new definitions

" "practising certificate in auditing" or "PCA" means

the designation of a holder of a practising certificate in the

field of auditing;

"practising certificate in sustainability assurance" or

"PCSA" means the designation of a holder of a

practising certificate in the field of assurance of

sustainability reporting;";

(g)

immediately after the definition "statutory audit"

there shall be added the following new definitions

" "sustainability reporting" shall have the same

meaning as that assigned to it under the Corporate

Sustainability Reporting Regulations;

"sustainability reporting standards" shall have the same

meaning as that assigned to it under the Corporate

Sustainability Reporting Regulations;";

(h) the definition "third-country audit entity" shall be

substituted by the following new definition

" "third-country audit entity" means an entity,

regardless of its legal form, which carries out audits of the

annual or consolidated financial statements or, where

applicable, the assurance of sustainability reporting of

entities incorporated in a third country, other than an entity

which is registered as an audit firm in Malta as a

consequence of approval in accordance with Article 3 of

the Audit Directive;";

(i) the definition "third-country auditor" shall be

substituted by the following new definition

" "third-country auditor" means a natural person who

carries out audits of the annual or consolidated financial

statements or, where applicable, the assurance of

sustainability reporting of an entity incorporated in a third

country, other than a person who is registered as a statutory

auditor in Malta as a consequence of approval in

accordance with Articles 3 and 44 of the Audit Directive;".

Article 3 of the principal Act shall be amended as follows

Amendment of

article 3 of the

principal Act.

(a) immediately after sub-article (3) thereof there shall

be added the following new sub-article

"(3a) A natural person may, in addition to the

approval to carry out statutory audits as indicated

above, be approved to carry out the assurance of

sustainability reporting when the following

requirements are additionally met

(a) the examination of professional

competence referred to in sub-article (2)(d)

guarantees the necessary level of theoretical

knowledge of subjects relevant to the assurance

of sustainability reporting and the ability to apply

such knowledge in practice. At least part of such

examination shall be written;

(b) the test of theoretical knowledge

referred to in the first proviso to sub-article (2)(d)

shall also cover at least the subjects as may be

specified

in

the Accountancy Profession

Regulations; and

(c) the Board shall be satisfied that at

least eight (8) months out of the aggregate period

of three (3) years of the practice referred to in

sub-article (2)(e) shall be on the assurance of

annual and consolidated sustainability reporting

or on other sustainability-related services.";

(b) sub-article (6) thereof shall be substituted by the

following new sub-article

"(6) Any person who, not being a warrant holder

or a holder of a practising certificate in the field of auditing

or a holder of a practising certificate in the field of

assurance of sustainability reporting, as issued under this

Act, assumes the title or designation of "certified public

accountant" or of a holder of a "practising certificate in

auditing" or "practising certificate in sustainability

assurance" or their abbreviations or in any other manner

indicates that he is entitled to exercise the profession of

accountant or to act as auditor and, or sustainability auditor

in Malta, shall be guilty of an offence and shall be liable on

conviction for each offence to a fine (multa) not exceeding

two thousand and three hundred euro (€2,300), and in

respect of a second or subsequent offence to imprisonment

for a period not exceeding three ( 3 ) months, or to both

such fine (multa) and imprisonment.";

(c) immediately after sub-article (6), as substituted, there

shall be added the following new sub-articles

"(7) Statutory auditors who are approved or

recognised to carry out statutory audits before 1st

January 2024 are not subject to the requirements of sub-

article (3a).

(8) Persons who, on 1st January 2024, are

undergoing the approval process provided for in this article

are not subject to the requirements of sub-article (3a),

provided they complete that process by 1st January 2026.

(9) Statutory auditors approved before 1st January

2026 who want to carry out the assurance of sustainability

reporting are required to acquire the necessary knowledge

of sustainability reporting and the assurance of

sustainability reporting, including on such subjects as may

be specified in the Accountancy Profession Regulations or S.L. 281.01.

directives issued by the Board under this Act.".

Article 4 of the principal Act shall be amended as follows

Amendment of

article 4 of the

principal Act.

(a) sub-article (2) thereof shall be substituted by the

following new sub-article

"(2) A person holding a warrant issued in

accordance with this article may, in addition, hold one or

more practising certificates issued by the Board to practise

in such fields of the profession of accountant, including

auditing and assurance of sustainability reporting, as may

be prescribed in directives issued by the Board under this

Act, and may not practise in such fields unless he holds the

relative practising certificate.";

(b) in sub-article (3) thereof the words "for this purpose."

shall be substituted by the words "for this purpose:" and

immediately thereafter there shall be added the following new

proviso

"Provided that in order for the individual to be

approved to also carry out the assurance of sustainability

reporting, the aptitude test referred to above shall cover the

individual’s adequate knowledge of the local laws and

regulations insofar as it is relevant to the assurance of

sustainability reporting.";

(c) sub-article (4) thereof shall be substituted by the

following new sub-article

"(4) Where a practicing certificate in the field of

auditing and, or in the field of assurance of sustainability

reporting is withdrawn for any reason, the Board shall

communicate such fact and the reasons for the

withdrawal to the relevant competent authorities of the

Member States where the auditor is also registered.";

(d) sub-article (6) thereof shall be substituted by the

following new sub-article

"(6) Subject to reciprocity and subject to such

directives as may be prescribed by the Board under this

Act, the Board may issue a practising certificate to practice

in the field of auditing and, or in the field of assurance of

sustainability reporting, to a third-country auditor if it is

satisfied that such individual

(a) is in possession of the qualifications

established in article 3(2);

(b) has passed an aptitude test established by

the Board in accordance with sub-article (3); and

(c) satisfies any other conditions which may

be prescribed in regulations made by the Minister

under this Act.".

Sub-article (1) of article 6 of the principal Act shall be

substituted by the following new sub-article

"(1) There shall be a Board, to be known as the

Accountancy Board, consisting of a Chairman and six (6) other

members, all of whom shall be non-practitioners and who are

knowledgeable in the areas relevant to statutory audit and

accounting and, where applicable, to the assurance of

sustainability reporting, who shall be appointed by the Minister

in accordance with the provisions of this Act and shall hold

office for such term not exceeding three (3) years, and under

such conditions as may be established in their respective letter of

appointment

Provided that on the expiration of the term for which

a person is appointed under this sub-article, he shall be

eligible for re-appointment.".

Article 7 of the principal Act shall be amended as follows

sub-article (6) thereof shall be substituted by the following

(a)

new sub-article

"(6) The Board shall, in accordance with the

provisions of this article, register every third-country

auditor and third-country audit entity, where that third-

country auditor or audit entity provides an audit report

concerning the annual or consolidated financial

statements or, where applicable, an assurance report

concerning the annual or consolidated sustainability

reporting of an undertaking incorporated outside the

European Union whose transferable securities are

admitted to trading on the regulated market in Malta

within the meaning assigned to "regulated market" in

the Financial Markets Act, except when the

undertaking in question is an issuer exclusively of

outstanding debt securities for which one of the

following applies

(a) they have been admitted to trading on

a regulated market in a Member State within the

meaning of point (21) of Article 4(1) of

Directive 2014/65/EU prior to 31 December 2010

and the denomination per unit of which is at the

date of issue, at least fifty thousand euro

(€50,000) or, in the case of debt securities

denominated in another currency, equivalent at

the date of issue, to at least fifty thousand euro

(€50,000);

(b) they are admitted to trading on a

regulated market in a Member State within the

meaning of point (21) of Article 4(1) of

Directive 2014/65/EU from 31 December 2010

and the denomination per unit of which is, at the

date of issue, at least one hundred thousand euro

(€100,000) or, in the case of debt securities

denominated in another currency, equivalent at

the date of issue, to at least one hundred thousand

euro (€100,000).";

(b) sub-article (7) thereof shall be substituted by the

following new sub-article

"(7) The audit report or, where applicable, the

assurance report concerning annual or consolidated

sustainability reporting referred to in sub-article (6) shall

have no legal effect, unless the third-country auditor or the

third-country audit entity have been registered in

accordance with the provisions of this article.";

(c) immediately after sub-article (11) t h e r e o f there

shall be added the following new sub-article

"(11a) The Board may register a third-country

auditor or third-country audit entity for the purpose

of the assurance of sustainability reporting only if

(a)

they are of good repute;

(b) in the case of a third-country audit

entity, the majority of the members of the

administrative or management body of the third-

country audit entity meet requirements which are

equivalent to those established in article 10(6);

(c) the third-country auditor or the third-

country auditor carrying out the assurance on

behalf of the third-country audit entity meets

requirements which are equivalent to those

established in article 3(3a);

(d) the assurance of the annual or

consolidated sustainability reporting is carried

out in accordance with the assurance standards

referred to in the Corporate Sustainability

Reporting Regulations, as well as the

requirements established in Articles 22, 22b, 25

and 25b of the Audit Directive, or with

equivalent standards and requirements;

(e) the

third-country

audit

entity

publishes on its website an annual transparency

report which includes the information referred

to in article 18(1) or it complies with equivalent

disclosure requirements.";

(d) sub-article (12) thereof shall be substituted by the

following new sub-article

"(12) The equivalence referred to in sub-articles

(11)(b), (c), (d) and (e) and (11a)(b), (c), (d) and (e) shall be

assessed by the Board and the Board may register a third-

country auditor for the purpose of the audit of financial

statements and the assurance for sustainability reporting

only if the third-country auditor meets the requirements

established in paragraphs (c), (d) and (e) of sub-articles

(11) and (11a) respectively.";

(e) sub-article (21) thereof shall be substituted by the

following new sub-article

"(21) The Board shall cooperate with competent

authorities with a view to achieving a convergence of the

requirements established in article 3(2)(c), (d) and (e) as

well as article 3(3a)(a), (b) and (c). When engaging in

such cooperation, the Board and the other competent

authorities shall take into account developments in auditing

and in the audit profession and, in particular, convergence

that has already been achieved by the profession. They

shall cooperate with the Committee of European Auditing

Oversight Bodies (CEAOB) and the competent authorities

referred to in Article 20 of the Audit Regulation insofar as

such convergence relates to the statutory audit and

assurance of sustainability reporting of public-interest

entities.";

(f) sub-article (22) thereof shall be substituted by the

following new sub-article

"(22) The Board shall cooperate with other

competent authorities within the framework of the CEAOB

with a view to achieving a convergence of the requirements

of the aptitude test referred to in article 4(3). The

competent authorities shall enhance the transparency and

predictability of the requirements and shall cooperate with

the CEAOB and with the competent authorities referred to

in Article 20 of the Audit Regulation insofar as such

convergence relates to statutory audits and assurance of

sustainability reporting of public-interest entities.".

Article 7A of the principal Act shall be amended as follows

Amendment of

article 7A of the

principal Act.

(a) sub-article (2) thereof shall be substituted b y the

following new sub-article

"(2) The Board shall have all the supervisory and

investigatory powers that are necessary for the exercise

o f i t s f u n c t i o n s u n de r t h i s Ac t a n d t h e A u d i t

Regulation, including but not limitedly, the power to

(a) access data related to the statutory

audit and, or the assurance of sustainability

reporting or other documents held by auditors

or audit firms in any form relevant to the

carrying out of its tasks and to receive or take

a copy thereof;

(b) obtain information related to the

statutory audit and, or the assurance of

sustainability reporting from any person;

(c) carry out on-site inspections of

auditors or audit firms;

(d) refer

matters

for

criminal

prosecution;

(e) request experts to

carry

out

verifications or investigations;

(f) take the administrative measures and

impose the sanctions referred to in article 14.";

(b) sub-article (3) thereof shall be substituted b y the

following new sub-article

"(3) The Board may use the powers referred to in

sub-article (2)(a) only in relation to

(a) auditors and audit firms carrying out

statutory audit or, where applicable, assurance of

sustainability reporting of public-interest entities;

(b) persons involved in the activities of

auditors and audit firms carrying out statutory

audit and, or the assurance of sustainability

reporting of public-interest entities;

(c) audited public-interest entities, their

affiliates and related third parties;

(d) third parties to whom auditors and the

audit firms carrying out statutory audit and, or

the assurance of sustainability reporting of

public-interest entities have outsourced certain

functions or activities; and

(e) persons

otherwise

related

or

connected to statutory auditors and audit firms

carrying out statutory audit and, or the

assurance of sustainability reporting of public-

interest entities.".

Article 8 of the principal Act shall be amended as follows

Amendment of

article 8 of the

principal Act.

(a) immediately after sub-article (1) thereof there shall

be added the following new sub-article

"(1a) The Minister may make regulations on

(a) sustainability assurance standards;

(b) the assurance of sustainability reporting

by independent assurance services providers

established in Malta in accordance with article 179C

of the Companies Act in relation to the provisions of

the Accounting Directive and the Corporate

Sustainability Reporting Directive.";

(b) in paragraph (a) of sub-article (2) thereof the words

"and standards of competency and integrity and independence to

be kept by the profession" shall be substituted by the words "and

standards on professional ethics, internal quality control of audit

firms, auditing and the assurance of sustainability reporting,

except where those standards are adopted or approved by other

Member State authorities, and standards of competency, integrity

and independence to be kept by the profession".

Immediately after article 10A of the principal Act there Addition of a

new article to

shall be added the following new article

the principal

Act.

An audit firm holding an authorisation issued

"Additional

authorisation.

in a c c o r d a n c e w i t h article 10 may in addition

hold an authorisation issued by the Board to practise in

the assurance of sustainability reporting under such

terms and conditions as the Board may prescribe in

directives issued under this Act and may not practise in

such field unless it holds the relative authorisation.".

Sub-article (2) of article 14 of the principal Act shall be Amendment of

article 14 of the

amended as follows

principal Act.

(a) the words "The Board shall have the power to take

and, or impose at least the following administrative measures

and sanctions for breaches of the provisions of the rules under

this Act and, where applicable, the Audit Regulation:" shall be

substituted b y the words "The Board shall have the power to

take and, or impose at least the following administrative

measures and sanctions for breaches of the provisions of the

rules issued under this Act and, where applicable, the Audit

Regulation as well as the Corporate Sustainability Reporting

Regulations:";

(b) immediately after paragraph (c) thereof there shall

be added the following new paragraph

"(ca) temporary prohibition, of up to three (3) years’

duration, banning the statutory auditor, the audit firm or

the key sustainability partner from carrying out the

assurance of sustainability reporting and, or signing

assurance reports on sustainability reporting;";

(c) immediately after paragraph (d) thereof there shall

be added the following new paragraph

"(da) a declaration that the assurance report on

sustainability reporting does not meet the requirements of

the Corporate Sustainability Reporting Regulations;".

Article 18A of the principal Act shall be amended as follows

(a) paragraph (c) of sub-article (2) thereof shall be

substituted by the following new paragraph

"(c) bookkeeping and preparing accounting records

and financial statements as well as preparing sustainability

reporting;";

(b)

in sub-article (4) thereof

(i) in the Maltese text only, the words "Awditur

statutorju jew ditta" shall be substituted by the words

"Awditur jew id-ditta";

(ii) the words "issued by the Board." shall be

substituted by the words "issued by the Board:" and

immediately thereafter there shall be added the following

new proviso

"Provided that the approval of the audit

committee referred to in paragraph (a) shall not be needed

for the provision of assurance of sustainability reporting.";

and

(c) immediately after sub-article (5) thereof there shall

be added the following new sub-articles

"(6) An auditor or an audit firm carrying out the

assurance of sustainability reporting of a public-interest

entity, or any member of the network to which the

auditor or the audit firm belongs, shall not directly or

indirectly provide to the public-interest entity that is

the subject of the assurance of sustainability reporting,

to its parent undertaking or to its controlled

undertakings within the European Union the prohibited

non-audit services listed in sub-article (2)(b) and (c)

and in sub-article (2)(e) to (k) in

(a) the period between the beginning of

the period subject to the assurance of

sustainability reporting and the issuing of the

assurance report on sustainability reporting; and

(b) the financial year immediately

preceding the period referred to in paragraph (a)

in relation to the services referred to in sub-

article (2)(e).

(7) An auditor or an audit firm carrying out the

assurance of sustainability reporting of public-interest

entities and, where the auditor or the audit firm form

part of a network, any member of such network, may

provide to the public-interest entity that is the subject

of the assurance of sustainability reporting to its

parent undertaking or to its controlled undertakings

non-audit services other than the prohibited non-audit

services referred to in sub-article (6), subject to the

approval of the audit committee after it has properly

assessed threats to independence and the safeguards

applied in accordance with the Code of Ethics issued

by the Board.

(8) (a) When a member of a network to which

the auditor or the audit firm carrying out the assurance

of sustainability reporting of a public-interest entity

belongs provides the prohibited non-audit services

referred to in sub-article (6) to an undertaking

incorporated in a third country which is controlled by

the public-interest entity that is the subject of

assurance of sustainability reporting, the auditor or the

a u d i t f i r m c o n c er n e d s h a l l a s s es s wh e t h e r h i s

i n d e p e n d e n c e w o u l d b e c o m p r o m i se d b y s uc h

provision of services by the member of the network.

(b) If their independence is affected, the auditor or

the audit firm shall apply safeguards in order to

mitigate the threats caused by the provision of

prohibited non-audit services referred to in sub-article

(6) in a third country. The auditor or the audit firm may

continue to carry out the assurance of sustainability

reporting of the public-interest entity only if they can

justify, in accordance with Article 22b of the Audit

Directive and the Code of Ethics issued by the Board,

that the provision of such services does not affect

their professional judgement and the assurance report

on sustainability reporting.".

Immediately after article 18A of the principal Act, as

amended, there shall be added the following new article

(1) Without prejudice to Article 12 of the

Audit Regulation and Directive (EU) 2015/849 of the

European Parliament and of the Council of 20 May

2015 on the prevention of the use of the financial

system for the purposes of money laundering or

terrorist financing, amending Regulation (EU) No. 648/

2012 of the European Parliament and of the Council,

and repealing Directive 2005/60/EC of the European

Parliament and of the Council and Commission

Directive 2006/70/EC, when a statutory auditor or an

audit firm carrying out the statutory audit of a public-

interest entity suspects or has reasonable grounds to

suspect that irregularities, including fraud with regard

to the financial statements of the audited entity, may

occur or have occurred, it shall inform the audited

entity and invite it to investigate the matter and take

appropriate measures to address such irregularities and

to prevent any recurrence of such irregularities in the

future

Provided that where the audited entity does not

investigate the matter, the statutory auditor or the audit

firm shall inform the Board or any other pertinent

competent authority to investigate such irregularities

Provided further that the disclosure in good

faith to the Board and to those competent authorities, by

the statutory auditor or t he a udit firm, of any

irregularities referred to in this sub-article shall not

constitute a breach of any contractual or legal

restrictions on disclosure of information.

(2) The provisions of sub-article (1) shall apply

mutatis mutandis to a statutory auditor or an audit firm

carrying out the assurance of sustainability reporting of a

public-interest entity.".

PART II

Amendments to the Companies Act

14. This Part amends the Companies Act and shall be read and Amendments to

construed as one with the Companies Act, hereinafter in this Part the

Act.

referred to as the "principal Act".

15. Sub-article (1) of article 2 of the principal Act shall be Amendment of

article 2 of the

amended as follows

principal Act.

(a) immediately after the definition "consolidated

accounts" there shall be added the following new definition

"consolidated sustainability reporting" means

consolidated sustainability reporting required to be

prepared by the Corporate Sustainability Reporting

Regulations;";

(b) immediately after the definition "immobilisation"

there shall be added the following new definition

"independent assurance services provider" shall

have the same meaning as assigned to in the

Accountancy Profession Act;";

(c) immediately after the definition "small and medium-

sized enterprises" there shall be added the following new

definition

" "sustainability reporting" means sustainability

reporting required to be prepared by the Corporate

Sustainability Reporting Regulations;".

16. In paragraph (w) of article 3A of the principal Act the words

"Country-by-Country Reporting Directive" shall be substituted by the

words "Country-by-Country Reporting Directive;" and immediately

thereafter there shall be added the following new paragraph

"(x) Directive (EU) 2022/2464 of the European

Parliament and of the Council of 14 December 2022 amending

Regulation (EU) No. 537/2014, Directive 2004/109/EC,

Directive 2006/43/EC and Directive 2013/34/EU, as regards

corporate sustainability reporting, hereinafter referred to as the

"Corporate Sustainability Reporting Directive".".

17. In the proviso to sub-article (7) of article 122 of the principal

Act the words "or a certified public accountant and auditor" shall be

18. Immediately after sub-article (9) of article 151 of the principal

Act there shall be added following new sub-article

"(10) This article shall also apply to the

appointment of auditors or audit firms for the purpose

of the assurance of sustainability reporting in

accordance with the Corporate Sustainability

Reporting Regulations.".

Article 157 of the principal Act shall be amended as follows

Amendment of

article 157 of

the principal

(a) the second proviso to sub-article (1) thereof shall be

Act.

substituted by the following new proviso

"Provided further that divergence of opinions on

accounting treatments or audit procedures or, where applicable,

on sustainability reporting or assurance procedures shall not

constitute a proper ground for dismissal.";

(b) immediately after paragraph (a) of sub-article (2)

thereof there shall be added the following new paragraph

"(aa) The obligation to notify provided for in

paragraph (a) shall also apply to the assurance of

sustainability reporting.";

(c) in sub-article (5) thereof the words "In the case of a

statutory audit of a public-interest entity" there shall be

substituted the words "In the case of a statutory audit and, or the

assurance of sustainability reporting of a public-interest entity".

Article 172 of the principal Act shall be substituted by the Substitution of

article 172 of

following new article

the principal

Act.

172. The directors of a company, acting within the

"Responsibility

and liability for

competences assigned to them by law, shall have

drawing up and

publishing the

collective responsibility for ensuring that

financial

statements and the

directors’ report.

(a) the annual financial statements, the

directors’ report, including sustainability

reporting as applicable and, when provided

separately, the corporate governance statement

and the remuneration report; and

(b) the consolidated financial statements,

consolidated

directors’ reports,

including

consolidated

sustainability

reporting

as

applicable and, when provided separately, the

consolidated corporate governance statement and

the remuneration report,

are drawn up and published in accordance with the

requirements of this Act.".

Paragraphs (a) and (b) of sub-article (2) of article 174 of the

principal Act shall be substituted by the following new paragraphs

"(a) that in the case of a parent company which is

itself a subsidiary company of a parent company

formed and registered under the law of a Member State

or an EEA State, such company shall be included in

consolidated accounts for a larger group drawn up to the

same date, or to an earlier date in the same accounting

period, by a parent company formed and registered

under the law of a Member State or an EEA State, with

the exception of the requirements established in

regulations 15 to 22 of the Corporate Sustainability

Reporting Regulations;

(b) that in the case of a parent company which

is itself a subsidiary company of a parent undertaking

not registered under the law of a Member State or an

EEA State, the exempted undertaking shall be

included in consolidated accounts for a larger group

drawn up to the same date, or to an earlier date in

the same accounting period, provided such

consolidated accounts and the director’s report thereon

are drawn up in a manner equivalent to that required

by this Act, with the exception of the requirements

established in regulations 15 to 22 of the Corporate

Sustainability Reporting Regulations, and have been

audited by one or more persons authorised to audit

accounts under the national law governing the

undertaking which drew them up;".

Article 177 of the principal Act shall be amended as follows

(a) sub-article (1) thereof shall be substituted by the

following new sub-article

"(1) For each accounting period the directors shall

prepare a report, hereinafter referred to as "the

directors’ report". Any reference in this Act to the

directors’ report or consolidated directors’ report shall

be read and construed together with any reference

made to this report in the Corporate Sustainability

Reporting Regulations and information related to

sustainability shall be reported in accordance with the

said Regulations.";

(b)

the third paragraph of sub-article (2) thereof shall be

substituted by the following new sub-article

"(2a) To the extent necessary for an understanding

of the undertaking’s development, performance or

position, the analysis shall include both financial and,

where appropriate, non-financial key performance

indicators relevant to the particular business, including

information relating to environmental and employee

matters in line with the Corporate Sustainability

Reporting Regulations. In providing the analysis, the

directors’ report shall, where appropriate, include

references to, and additional explanations of, amounts

reported in the annual financial statements.";

(c) sub-article (3) thereof shall be substituted by the

following sub-article

"(3) The directors’ report shall furthermore comply

with the Sixth Schedule and the Corporate

Sustainability Reporting Regulations as regards the

disclosure of the matters mentioned therein.";

(d) sub-article (5) thereof shall be substituted by the

following new sub-article

"(5) Where the consolidated accounts are required

under this Act, the consolidated directors’ report shall,

as a minimum, in addition to any other information

required in accordance with other provisions of this

Act, establish the information required by this article

and the Sixth Schedule as well as the Corporate

Sustainability Reporting Regulations, taking account of

the essential adjustments resulting from the particular

characteristics of a consolidated directors’ report as

compared to a directors’ report in a way which

facilitates the assessment of the position of the

undertakings included in the consolidation taken as a

whole.";

(e) immediately after sub-article (6) thereof there shall

be added the following new sub-article

"(7) The reporting format of the directors’ report

and consolidated directors’ report shall follow the

requirements of the Corporate Sustainability Reporting

Regulations.".

The proviso to paragraph (b) of sub-article (3) of article 179

of the principal Act shall be substituted by the following new proviso

"Provided that the requirements mentioned in

paragraphs (a) and (b) shall not apply to the

information related to sustainability to be disclosed in

accordance with the Sixth Schedule and the Corporate

Sustainability Reporting Regulations.".

Immediately after article 179B of the principal Act there

shall be added the following new article

179C. (1) The auditors shall make an assurance

report on sustainability reporting as may be applicable

in terms of the Corporate Sustainability Reporting

Regulations.

(2) The auditors shall prepare the report referred

to in sub-article (1), based on a limited assurance

engagement as regards the compliance of the

sustainability reporting with the requirements of the

Accounting Directive and the Corporate

Sustainability Reporting Regulations, including the

compliance of the sustainability reporting with the

sustainability reporting standards adopted by the

Commission from time to time, the process carried out

by the undertaking to identify the information reported

pursuant to those sustainability reporting standards,

and the compliance with the requirement to mark up

sustainability reporting as regards the single electronic

reporting format, and as regards the compliance with

the reporting requirements provided for in Article 8 of

Regulation (EU) 2020/852 of the European Parliament

and of the Council of 18 June 2020 on the

establishment of a framework to facilitate sustainable

investment, and amending Regulation (EU) 2019/2088.

(3) Undertakings as defined in the Corporate

Sustainability Reporting Regulations may appoint a

statutory auditor or an audit firm other than the auditor

or audit firm carrying out the statutory audit of the

annual accounts for the purposes of this article.

(4)

If a copy of the assurance report

(a) is laid before the company, or

otherwise circulated, published or issued, without

the required statement of the auditors’ names; or

(b) is delivered to the Registrar without

the required statement of the auditors’ names or

without being signed as required by this article,

every officer of the company who is in default shall

be liable to a penalty.".

Article 183 of the principal Act shall be amended as follows

Amendment of

article 183 of

the principal

(a) sub-article (1) thereof shall be substituted by the

Act.

following new sub-article

"(1) The company directors shall deliver to the

Registrar for registration a copy of the company’s annual

accounts laid before the company in the general meeting in

accordance with article 181 together with a copy of the

auditors’ report thereon, including the assurance report

submitted by the statutory auditor or audit firm referred to

in article 179C(3), where applicable, and the directors’

report, including sustainability reporting, where applicable,

accompanying the annual accounts within forty-two days

from the end of the period for laying of annual accounts

prescribed by article 182. Where a copy of the annual

accounts, auditors’ report and directors’ report is delivered

to the Registrar by electronic means in the single electronic

reporting format, without prejudice to the requirements of

articles 176(3), 178(3) and 179(6), such electronic copy

shall be authenticated in accordance with article 82.";

(b) immediately after sub-article (4) thereof there shall

be added the following new sub-articles

"(4a) Undertakings subject to regulations 6 to 22

of the Corporate Sustainability Reporting Regulations

may make the directors’ report available to the public

on their website, free of charge. Where the undertaking

does not have a website, it shall be required to make a

written copy of its directors’ report available upon

request through the Registrar’s website.

(4b) Undertakings as defined in the Corporate

Sustainability Reporting Regulations may be exempt

from the obligation to publish the directors’ report

where a copy of all or part of any such report may be

easily obtained upon request at a price not exceeding its

administrative cost through the Registrar’s website

Provided that the provisions of this sub-article

shall not apply to undertakings subject to the

requirements on sustainability reporting established in

regulations 6 to 22 of the said Corporate Sustainability

Reporting Regulations.";

(c) sub-article (6) t h e r e o f shall be substituted by the

following new sub-article

"(6) In the case of default in complying with the

provisions of this article, or where the annual accounts or

the information related to sustainability reporting in the

directors’ report delivered to the Registrar do not comply

with the provisions of this Act, every officer of the

company who is in default shall be liable to a penalty and,

for every day during which the default subsists, to a further

penalty. In proceedings under this sub-article it shall not be

a defence to prove that the document or documents in

question were not in fact prepared as required by this Act.".

Article 185 of the principal Act shall be amended as follows

(a) sub-article (1) thereof shall be substituted by the

following new sub-article

"(1) Companies which on their balance sheet dates

do not exceed the limits of a t l e a s t two of the

following three criteria

- balance sheet total: five million euro

(€5,000,000);

- net turnover: ten million euro

(€10,000,000);

- average number of employees during the

accounting period: fifty (50),

shall for the purposes of this Chapter be

designated as "small companies" and shall be

exempted from the requirement imposed by

article 177, with the exception of the obligations

considered in terms of the Corporate

Sustainability Reporting Regulations for small

companies which are public-interest entities.

When this exemption is applied, the information

required in paragraph 3 of the Sixth Schedule

regarding the acquisition by a company of its

own shares shall be recorded in the notes to the

accounts.";

(b) sub-article (5) thereof shall be substituted by the

following new sub-article

"(5) A parent company shall not be treated as

qualifying as a small company in relation to an accounting

period unless the group of which it is parent qualifies as a

small group. A group qualifies as a small group in relation

to an accounting period if it consists of parent and

subsidiary undertakings to be included in a consolidation

and which on a consolidation basis do not exceed the limits

of two of the following three criteria on the balance sheet

date of the parent undertaking

- aggregate balance sheet total: five million

euro (€5,000,000) net or six million euro

(€6,000,000) gross;

- aggregate turnover: ten million

euro

(€10,000,000) net or twelve million

euro

(€12,000,000) gross

- aggregate number of employees: fifty (50)

Provided that the provisions of this sub-

article shall not apply to a parent company which is

exempted from the requirement to prepare

consolidated accounts in accordance with article

174.".

In sub-article (1) of article 305 of the principal Act the Amendment of

article 305 of

words "or certified public accountant and auditor" shall be deleted.

the principal

Act.

Immediately after sub-article (13) of article 425 of the Amendment of

article 425 of

principal Act there shall be added the following new sub-articles

the principal

Act.

"(14) The Minister may make regulations in relation

to large undertakings which fall under his responsibility,

to establish procedures to ensure compliance with this

Act regarding corporate sustainability reporting.".

Item 1 of the Third Schedule to the principal Act shall be Amendment of

the Third

amended as follows

Schedule to the

principal Act.

(a)

the definition "large groups" shall be substituted by

the following new definition

" "large groups" means groups consisting of parent

and subsidiary undertakings to be included in a

consolidation and which, on a consolidated basis,

exceed the limits of at least two of the following three

criteria on the balance sheet date of the parent

undertaking

(i) balance sheet total: twenty-five

million euro (€25,000,000) computed net, or

thirty million euro (€30,000,000) computed

gross;

(ii) net turnover: fifty million euro

(€50,000,000) computed net, or sixty million

euro (€60,000,000) computed gross;

(iii) average number of employees during

the financial year: two hundred and fifty (250);";

(b) the definition "large undertakings"

shall

be

substituted by the following new definition

" "large undertakings" means undertakings which

on their balance sheet dates exceed at least two of the

following three criteria

(i) balance sheet total

twenty-five

million euro (€25,000,000);

(ii) net turnover: fifty

million euro

(€50,000,000);

(iii) average number of employees during

the financial year: two hundred and fifty (250);";

(c) the definition "medium-sized groups" shall be

substituted by the following new definition

" "medium-sized groups" means groups which are

not small groups, which consist of par ent and

subsidiary undertakings to be included in a

consolidation and which, on a consolidated basis, do

not exceed the limits of at least two of the following

three criteria on the balance sheet date of the parent

undertaking

(i) balance sheet total: twenty-five

million euro (€25,000,000) computed net, or

thirty million euro (€30,000,000) computed

gross;

(ii) net turnover: fifty million euro

(€50,000,000) computed net, or sixty million

euro (€60,000,000) computed gross;

(iii) average number of employees during

the financial year: two hundred and fifty (250);";

(d) the definition "medium-sized undertakings" shall be

substituted by the following new definition

" "medium-sized undertakings" means undertakings

which are not small companies, as defined in article

185(1), and which on their balance sheet dates do not

exceed the limits of at least two of the following three

criteria

(i) balance sheet total

twenty-five

million euro (€25,000,000);

(ii) net turnover: fifty million euro

(€50,000,000);

(iii) average number of employees during

the financial year: two hundred and fifty (250).".

The Sixth Schedule to the principal Act shall be amended as Amendment of

the Sixth

Schedule to the

principal Act.

(a) item 5 thereof shall be substituted by the following

new item

"5. Medium-sized undertakings which do not fall

within the scope of Corporate Sustainability Reporting

Regulations shall be exempted from the obligation

established in sub-article (2a) of article 177 insofar as it

r e f e r s t o i n f o r m a t i o n r e l at e d t o s u s t a i n ab i l i t y

reporting.";

(b) the heading "Additional disclosures of non-financial

information applicable to certain large undertakings and groups"

immediately before item 8 shall be deleted;

(c)

item 8 thereof shall be substituted by the following

new item

"8. Additional disclosures shall be made by

undertakings as defined in the Corporate Sustainability

Reporting Regulations in terms of the said

Regulations.";

(d)

items 9 to 13 thereof shall be deleted.

In paragraph 43(7)(b)(iii) in PART I - REGULATIONS FOR

PARTNERSHIPS of the Tenth Schedule to the principal Act the words

"or a certified public accountant and auditor" shall be deleted.

PART III

Amendments to the Accountancy Profession Regulations

This Part amends the Accountancy Profession Regulations,

and shall be read and construed as one with the Accountancy

Profession Regulations, hereinafter in this Part referred to as the

"principal regulations".

Regulation 2 of the principal regulations shall be amended as

(a) the definition "group auditor" shall be substituted by

the following new definition

" "group auditor" shall have the same meaning

assigned to it in the Act;";

(b) the definition "statutory auditor” shall be substituted

by the following new definition

" "statutory auditor" or "auditor" shall have the same

meaning assigned to it in the Act;".

Regulation 3 of the principal regulations shall be amended as

(a) the first proviso to sub-regulation (1) thereof shall

be substituted by the following new proviso

"Provided that a person shall, for all intents and

purposes of law, be deemed to be a warrant holder upon

receipt of a letter by the Chairman of the Board containing

a declaration that such person has the requirements of

article 3(2) and, where applicable, article 3(3a) of the Act

and that he may perform the work or render the services

listed in sub-regulation (2):";

(b) in paragraph (d) thereof the words "for internal

purposes; and" shall be substituted by the words "for internal

purposes;" and immediately t h e r e after there shall be added the

following new paragraph

"(da) the issuing of reports, with respect to

sustainability matters;".

Sub-paragraph (ii) of paragraph (a) of sub-regulation (1) of Amendment of

regulation 4 of the principal regulations shall be substituted by the regulation

the principal

following new sub-paragraph

regulations.

"(ii) satisfies the conditions referred to in article 3(2)(d)

and, where applicable, article 3(3a)(a) of the Act;".

Regulation 6 of the principal regulations shall be amended as Amendment of

regulation 6 of

the principal

regulations.

(a)

sub-regulation (1) thereof shall be amended as

(i) paragraph (e) thereof shall be substituted by

the following new paragraph

"(e) all other registrations as statutory auditor

with the competent authorities of another Member

State and as auditor with a third country, including

the name of the registration authority and, if

applicable, the registration number and an indication

of whether the registration concerns the statutory

audit, the assurance of sustainability reporting, or

both;";

(ii) immediately after paragraph (e) thereof, as

substituted, there shall be added the following new

paragraph

"(f) whether the statutory auditor is also

approved for carrying out the assurance of

sustainability reporting.";

(b)

sub-regulation (2) thereof shall be amended as

(i) paragraph (e) thereof shall be substituted by

the following new paragraph

"(e) name and registration number of all

statutory auditors employed by or associated as

partner or otherwise with the audit firm and

indicating in each case whether the statutory auditor

is authorised to sign audit reports on behalf of the

firm and an indication of whether he is also approved

for carrying out the assurance of sustainability

reporting;";

(ii) paragraph (i) thereof shall be substituted by the

following new paragraph

"(i) all other registrations as an audit firm with the

competent authorities of another Member State as an audit

entity with third countries including the name of the

registration authority and, if applicable, the registration

number and an indication of whether the registration

concerns the statutory audit, the assurance of sustainability

reporting, or both;";

(c) immediately after sub-regulation (9) thereof there

shall be added the following new sub-regulations

"(10) The register of warrant holders and practising

certificate holders to be kept by the Board, as referred to in

sub-regulation (1), shall indicate whether third-country

auditors as referred to therein are registered for carrying

out the statutory audit, the assurance of sustainability

reporting, or both.

(11) The register of registered firms to be kept by

the Board, as referred to in sub-regulation (2), shall

indicate whether third-country audit entities as referred to

therein are registered for carrying out the statutory audit,

the assurance of sustainability reporting, or both.".

Immediately after sub-regulation (2) of regulation 7 of the

principal regulations there shall be added the following new sub-

regulation

"(3) The test of theoretical knowledge referred to

in article 3(3a) and (b) of the Act shall cover at least

the following subjects

(a) legal requirements and standards

relating to the preparation of annual and

consolidated sustainability reporting;

(b)

sustainability analysis;

(c) due diligence processes with regard to

sustainability matters; and

(d) legal requirements and assurance

standards for the sustainability reporting referred

to the Corporate Sustainability Reporting

Regulations.".

PART IV

Amendments to the Accountancy Profession (Accounting and

Auditing Standards) Regulations

This Part amends the Accountancy Profession (Accounting Amendments to

and Auditing Standards) Regulations and shall be read and construed the

Accountancy

as one with the Accountancy Profession (Accounting and Auditing Profession

(Accounting

Standards) Regulations, hereinafter in this Part referred to as the and Auditing

Standards)

"principal regulations".

Regulations.

In regulation 2 of the principal regulations the definition Amendment of

"international auditing standards" shall be substituted by the following regulation

the principal

new definition

regulations.

" "international auditing standards" means International

Standards in Auditing (ISAs), International Standards on Quality

Management (ISQM) and other related Standards insofar as they

are relevant to the statutory audit and, or the assurance of

sustainability reporting, or as issued from to time to time by the

International Auditing and Assurance Board (IAASB), a

standard-setting body designated by, and operating under the

auspices of, the International Federation of Accountants (IFAC),

which federation was established at the International Congress

of Accountants in Munich in 1977, or any body succeeding the

board by whatever name it may be known;".

Immediately after regulation 5 of the principal regulations Addition of a

new regulation

there shall be added the following new regulation

to the principal

regulations.

6. Auditors and audit firms shall carry out the

"Assurance of

sustainability

assurance of sustainability reporting in compliance

reporting.

with international auditing standards

Provided

that

international

auditing

standards as adopted by the European Union on the

assurance of sustainability reporting shall apply instead,

and to the exclusion, of international auditing standards

covering the same subject matter.".

PART V

Amendments to the Companies (Amendment) Act, 2025

This Part amends the Companies (Amendment) Act, 2025 and

shall be read and construed as one with the Companies (Amendment)

Act, 2025, hereinafter in this part referred to as the "principal Act".

Article 61 of the principal Act shall be substituted by the

following new article

" Substitution of the

The Eleventh Schedule to the principal Act

shall be substituted by the following new Schedule

to the principal Act.

"ELEVENTH SCHEDULE

(article 427)

ADMINISTRATIVE PENALTIES

Daily

Default

Penalty

penalty

Failure to indicate particulars

concerning commercial partnership

on business letters, etc., and officer

of commercial partnership failing to

state capacity in which he signs a

document on behalf of the

commercial partnership

€465

None

Liquidator failing to include

statement on business letters, etc.,

that the commercial partnership is

being wound up or failing to include

names of liquidators of company

being wound up

€465

None

Failure of partner of partnership en

nom collectif to comply with article

7A(2) and (3)

€465

€23

Any person who knowingly makes

use of a name falsely implying the

existence of a partnership

€2,329

None

Partners failing to give notice that a

person becomes or has ceased to be

a partner of a partnership

€465

€23

Daily

Article

Default

Penalty

penalty

26(2)

Partners failing to keep accounting

records for ten (10) years

€1,164

None

Failure to comply with the

requirements of articles 36 and 37(3)

€465

€23

50(2)

Failure to inform the Registrar

where a person has been elected to

keep the accounting records and the

documents of the partnership, or

where the partners have failed to

elect such a person within fourteen

(14) days

€465

None

50(3)

Failure of liquidator or elected

person to keep accounting records

and documents of partnership for the

prescribed period

€1,164

None

50(5)

Failure of heirs of elected person to

deliver accounting records and

documents of partnership to the

Registrar within six (6) months

€465

None

51A(4)

Failure of partner of partnership en

nom commandite or limited

partnership to comply with article

51A(2) and (3)

€465

€23

66(6)

Failure of partner vested with

administration or representation

to deliver to the Registrar a copy

of any documents altering or

adding to the deed of partnership

of a partnership en commandite or

limited partnership the capital of

which is divided into shares to the

Registrar or fail ure to deliver

amended deed of partnership

€465

€23

70(6)

Trading or carrying on business

under certain prohibited names

€465

€23

74(2)

Failure of company to deliver to

Registrar report of transfer of

non-cash asset from subscriber or

member

€1,164

None

79(5)

Failure of officer to deliver a copy of

any resolution altering or adding to a

company’s memorandum or articles

to the Registrar or failure to deliver

amended memorandum or articles

€465

€23

Daily

Article

Default

Penalty

penalty

83(12)

Failure of officer to deliver a copy of

the notice of reduction of the issued

share capital to the Registrar, when

applicable

€465

€23

85(4)

Failure to comply with sub-articles

(1) to (3) of article 85

€465

€23

88(11)

Failure to comply with sub-articles

(6) or (8) of article 88

€465

€23

Breach of article 89 in respect of the

obligation to issue a prospectus or

for the issue of a form of application

for shares or debentures

€2,329

None

93(2)

Issue of a prospectus before

registration thereof

€2,329

€46

96A(2)

F a i l u r e o f o ff i c e r s t o p r o v i d e

R e g i s t r a r w i t h no t i c e t h a t t h e

company issued an offer of

securities to the public in a third

country

€500

€25

97(5)

Failure of company and its officers

to keep in a separate account money

received from applicants in

pursuance of a prospectus

€2,329

€46

103(2)

Failure to comply with article 103(1)

€465

€23

104(3)

Failure of directors to convene a

general meeting in case of serious

loss of capital

€465

€23

106(2)

Failure of officers of company to

provide Registrar with a copy of

resolution for company to acquire its

own shares otherwise than by

subscription

€465

€23

106(8)

Failure of officers of company to

deliver to the Registrar for

registration a copy of the notice

within fourteen days after the

cancellation of shares becomes

effective

€465

€23

113(4)

F a i l u r e o f o ff i c e r t o d i s c l o s e

commissions, discounts or

allowance on issue of shares

€465

€23

115(6)

F a i l u r e o f o ff i c e r s t o p r o v i d e

Registrar with notice of redemption

of preference shares

€465

€23

Daily

Article

Default

Penalty

penalty

119(6)

Failure to comply with sub-articles

(2) and (5) of article 119

€465

€23

120(4)

Failure of officers of company to

comply with provisions with regard

the issuance of share certificates

€465

€23

123(4)

Failure of officers of company to

comply with provisions with regard

to the register of members

€465

€23

124(4)

Failure of officers of company to

keep proper register of debentures

€465

€23

128(3)

Failure of officers of company to

hold annual general meeting

€2,329

€46

133(3)

Failure of officers of company to

give notice to members of right to

vote by proxy at a meeting of the

company

€465

None

133(5)

Officer of company breaching

further provisions as to votes by

proxy at meetings of the company

€465

None

138(8)

Failure to appoint a company

secretary

€465

€23

145(2)

Director failing to disclose interest

in a contract or a proposed contract

€2,329

None

146(2)

Officers of company failing to send

a return as to change in directors, or

secretary or representation

€465

€23

149(4)

Officers of company failing to take

minutes of general meetings and all

proceedings at a director’s meeting

and to keep minute book at

registered office

€1,164

None

151(6)

Officers of company failing to give

notice to Registrar of default in

appointment of auditors

€465

€23

154(3)

Officer and auditors of subsidiary

undertaking failing to give

information to auditors of parent

company

€465

None

154(4)

Officers of parent company failing

to provide auditors with information

concerning overseas subsidiary

€465

None

157(2)

Officers of company failing to give

notice to Registrar of resolution

removing an auditor

€465

€23

Daily

Article

Default

Penalty

penalty

159(3)

Officers of company failing to

give notice to Registrar of

resignation of an auditor

€2,329

€46

160(5) Directors failing to take reasonable

steps to convene a meeting

requisitioned by a resigning auditor

€2,329

None

162(1) Auditor failing to comply with

requirements of article 161 upon

ceasing to hold office

€1,164

€34

162(3) Officers of company failing to

comply with article 161 upon an

auditor’s ceasing to hold office

€1,164

€34

163(7) Officers failing to keep accounting

records for ten years

€1,164

None

176(4) Directors approving annual accounts

whic h do not c ompl y with the

provisions of this Act

€2,329

None

176(5) Officers of company issuing or

delivering to Registrar annual

accounts not duly signed

€465

None

177(4) Directors failing to comply with

requirements as to Directors’ report

€1,164

None

178(4) O f f i c e r c i r c u l a t i n g , f i l i n g o r

delivering to the Registrar unsigned

directors’ report

€1,164

None

179(7) Officers of company failing to state

179C(4) names of auditors in auditors’ report

or assurance report

€465

None

180(4) Company and its officers failing to

send copies of annual accounts to

persons entitled to receive such

copies

€1,164

None

180(6) Officers of company failing to

provide document on demand by

person entitled to it

€465

€23

181(3) Directors failing to lay annual

accounts or laying annual accounts

that do not comply with this Act

before a general meeting

€2,329

€46

183(6) Directors failing to deliver or

delivering defective annual

accounts, or defective information

related to sustainability reporting in

the directors’ report to the Registrar

€2,329

€46

Daily

Article

Default

Penalty

penalty

184(3)

Officers of company failing to file

annual return

€2,329

€46

209(2) Officers of private company offering

209(3) shares or debentures for sale to the

public, or allotting or agreeing to

allot any shares in or debentures of

the company, or allowing any equity

securities of the company to be

admitted to listing or trading

€2,329

None

212(6) Officers of company failing to

deliver notice to Registrar of

becoming or ceasing to be a single

member company

€465

€23

212(9) The single member failing to record

in writing all agreements between

him and the company

€1,164

None

213C(4) Failure of directors or persons to

comply with provisions relating to

reporting obligations under articles

213B, 213C, 213D and Part II of the

Fourth Schedule

€2,329

€46

226(6) Persons breaching article 226 on

preparation of statement to official

receiver as to affairs of company

ordered by court to carry out

winding up

€2,329

€46

265(2) Officers of company failing to

deliver to the Registrar notice of

resolution for dissolution and

voluntary winding up

€465

€23

270(4) Directors failing to summon general

meeting or failing to apply to the

court for appointment of a liquidator

€2,329

€46

272(2) L i q u i d a t o r f a i l i n g t o s u m m o n

meeting of creditors where a

company is unable to pay debts

€2,329

None

273(2) Liquidator failing to hold a general

meeting where winding up continues

for more than twelve (12) months

€1,164

None

274(2) L i q u i d a t o r f a i l i n g t o p r o v i d e

Registrar with a copy of the winding

up account or a return of the general

meeting on members’ voluntary

winding up

€465

€23

Daily

Article

Default

Penalty

penalty

274(3)

Liquidator failing to call final

meeting in members’ voluntary

winding up

€465

None

278(6)

Directors failing to comply with

requirements as to creditors meeting

following resolution for dissolution

and voluntary winding up

€2,329

None

279(3)

Failure of directors to apply to the

court to appoint liquidator

€2,329

€46

283(2)

Liquidator failing to summon

meetings of company and of

creditors where winding up

continues for more than twelve (12)

months

€465

None

284(2)

Liquidator failing to provide

Registrar with a copy of winding up

account or a return of the company

and creditors’ meetings on a

creditors’ voluntary winding up

€465

€23

284(3)

Liquidator failing to call general

meeting or creditors’ meeting on

creditors’ voluntary winding up

€1,164

None

290(2)

Liquidator failing to notify Registrar

of his appointment

€465

€23

322(2)

Liquidator failing to comply with

periodic reporting requirements

€1,164

€34

324(3)

Liquidator failing to keep accounts,

accounting records and documents

of the company during the period

specified

€1,164

None

327(4)

Officer failing to annex to

memorandum a copy of court’s

order, compromise or arrangement

€465

€23

328(6)

Company and officers failing to

comply with the requirements of

article 328

€2,329

None

328(7)

Director of the company failing to

give notice to the company and to

any debenture holder of such matters

relating to himself as may be

necessary for the purposes of article

€2,329

None

Daily

Article

Default

Penalty

penalty

329(5)

Failure to deliver a copy of the court

order for the sanctioning of a

compromise or arrangement to the

Registrar

€465

€23

Officer or agent of overseas

company failing to comply with

provisions as to registration or

returns of oversea company

€465

€23

399A(1) Liquidator, officer or agent of

oversea company failing to give

notice to Registrar of winding-up

of overseas company or closure of

branch or place of business

€465

€23

399A(2) Liquidator of overseas company

failing to notify Registrar of his

appointment

€465

€23".

Passed by the House of Representatives at Sitting No. 437 of the

24th February, 2026.

ANĠLU FARRUGIA

Speaker

ELEANOR SCERRI

Clerk of the House of Representatives

€3.51