Companies Act (Cap. 386), article 213B

213B. (1) Ultimate parent undertakings governed by the laws of Malta as defined in the Fourth Schedule, where the consolida ted revenue on their balance sheet date exceeded a total of seven h undred and fifty million euro (€750,000,000) for each of the last two consecutive financial years, as reflected in their consolidated financial statements, shall draw up, publish and make accessible a report on income tax information, as detailed in Part II of the Fourth Sc hedule, as regards the latter of those tw o consecutive financial years: Provided that an ultimate parent undertaking shall no longer be subject to the reporting obligations set out in sub-article (1) where the total consolidated revenue on its balance sheet date falls below seven hundred and fifty million euro (€750,000,000) for each of the last two consecutive financial y ears as reflected in its consol idated financial statements. 144 CAP. 386.] COMP ANIES (2) Standalone undertakings governed by the laws of Malta, where the revenue on their balance sheet date exceeded a total of seven hundred and fifty million euro (€750,000,000) for each of the l ast two consecutive financial years, as reflected in their annual finan cial statements, shall draw up, publi sh and make accessible a report on income tax information, as detailed in Part II of the Fourth Sc hedule, as regards the latter of those two consecutive financial years: Provided that a standalone undertaking shall no longer be subject to the reporting obligatio ns stipulated in sub-article (2) where the total revenue on its balance sheet date falls below seven h undred and fifty million euro (€750,000,000) for each of the last two consecutive financial years as reflected in its consolidated fi nancial statements. (3) The provisions established in sub-articles (1) and (2) shall not apply to standalone undertakings or ultimate parent underta kings and their affiliated undertakings where such undertakings, incl uding their branches, are established, or have their fixed places of business or permanent business activity, within the territory of a single M ember State or in a state which is a m ember of the European Economic Area and no other tax jurisdiction. (4) The provisions established in sub-articles (1) and (2) shall not apply to standalone undertak ings and ultimate parent undert akings where such undertakings or their affiliated undertakings disclo se a report, in accordance with Article 89 of Directive 2013/36/EU o f the European Parliament and of the Council of 26 June 2013 on acces s to the activity of credit institution s and the prudential supervis ion of credit institutions and investme nt firms, amending Directive 20 02/87/ EC and repealing Directives 2006/48/EC and 2006/49/EC, that encompasses information on all of their activities, and in the case of ultimate parent undertakings, on all the activities of all the affiliated undertakings included in the cons olidated financial statements. (5) Medium-sized and large subsidiary undertakings as referred to in paragraph (1) of the Third Schedule that are governed by the laws of Malta and controlled by an ultimate parent undertaking that is not governed by the law of a Member State or of a state which is a member of the European Economic Area, where the consolidated revenue o n its balance sheet date exceeded a tot al of seven hundred and fifty million euro (€750,000,000) for each of the last two consecutive financ ial years, as reflected in its conso lidated financial statements, s hall publish and make accessible a report on income tax information, as detailed in Part II of the Fourth Schedule, concerning that ult imate parent undertaking as regards the latter of those two consecuti ve financial years: Provided that where that information or report is not available, the subsidiary undertaking shall request its ultimat e parent COMP ANIES [CAP. 386. 145 undertaking to provide it with all the information required to enable it to meet its obligations under sub-article (5). If the ultimate parent undertaking does not provide all the required information, the subsidiary undertaking shall draw up, publish and make accessible a report on income tax information, as detailed in Part II of the Fourth Schedule, containing all the information in its possession, obt ained or acquired, and a statem ent indicating that its ultimate parent undertaking did not make the ne cessary information available: Provided further that medium-sized and large subsidiary undertakings shall no longer be subject to the reporting obliga tions established in sub-article (5) where the total consolidated rev enue of the ultimate parent undertaking on its balance sheet date falls below seven hundred and fifty million euro (€750,000,000) for each of the last two consecutive financial y ears as reflected in its consol idated financial statements. (6) Branches opened in Malta by undertakings that are not governed by the law of a Member State or by the law of a state which is a member of the European Econo mic Area shall publish and mak e accessible a report on income t ax information, as detailed in P art II of the Fourth Schedule, concerning the ultimate parent undertaking or the standalone undertaking referred to in paragraph (a) of the fift h proviso to this sub-article, as regards t he latter of the last two cons ecutive financial years: Provided that where that information or report is not available, the Registrar shall request the ultimate parent unde rtaking or the standalone undertaking referre d to in paragraph (a) of the fifth proviso to this sub-article, to provide him with all the inform ation necessary to enable him to meet his obligations: Provided further that in the event that not all the required information is provided, the branch shall draw up, publish and make accessible a report on income t ax information, as detailed in P art II of the Fourth Schedule, containing all the information in its poss ession, obtained or acquired, and a statement indicating that the ultim ate parent undertaking or the standalone undertaking did not make t he necessary inform ation available: Provided further that the repor ting obligations established in this sub-article shall apply only to branches which have a net turnover that exceeded the thr eshold pursuant to ar ticle 185(1) for each of the last two consecutive financial years: Provided further that a branch subject to the reporting obligations in accordance with this sub-article shall no longer be subject to those obligations whe re its net turnover falls below the threshold pursuant to article 185(1) for each of the last two consecutive financial years: 146 CAP. 386.] COMP ANIES Provided further that the rules established in this sub-article shall apply to a branch only wher e the following criteria are m et: (a) the undertaking that opened the branch is either an affiliated undertaking of a group whose ultimate parent undertaking is not governed by the law of a Member State or by the law of a state which is a me mber of the European Economic Area and the consolidated revenue of which on its balance sheet date exceeded a total of seven hundred and fifty million euro (€750,000,000) for each of the last two consecutive financial years, as reflected in its consolidated financial statements, o r a standalone undertaking the revenue of which on its balance sheet date exceeded for each of the last two consecutive financial years a total of seven hundred and fifty million euro (€750,000,000) as reflected in its financial statements; and (b) the ultimate parent undertaking referred to in paragraph (a) does not have a medium-sized or large subsidiary undertaking as referred to in sub-article (5): Provided that a branch shall no longer be subject to the reporting obligations established in this sub-article where the criterion provided for in paragraph (a) cea ses to be met for two consecut ive financial years. (7) The provisions established in sub-articles (5) and (6) shall not apply where a report on income tax information is drawn up by an ultimate parent undertaking or a standalone undertaking that is not governed by the law of a Member State or by the law of a state which is a member of the European Ec onomic Area, in a manner that is consistent with the Fourth Sched ule, and meets the following cr iteria: (a) it is made accessible to the public, free of charge and in an electronic reporting format which is machine- readable: (i) on the website of that ultimate parent undertaking or of that standalone undertaking; (ii) in at least one of the official languages of the Union; (iii) not later than twelve (12) months after the balance sheet date of the financial year for which the report is drawn up; and (b) it identifies the name and the registered office of a single subsidiary undertaking, o r the name and the address of a single branch governed by the law of a Member State or by the law of a state which is a member of the European Economic Area, which has published a report in accordance with Article COMP ANIES [CAP. 386. 147 48d(1) of the Country-by-C ountry Reporting Directive. (8) Subsidiary undertakings or branches not subject to the provisions of sub-articles (5) an d (6) shall publish and make a ccessible a report on income tax information where such subsidiary undertakings or branches serve no other objective than to circu mvent the reporting requirements set out in this article and the Four th Schedule. Responsibility for drawing up, publishing and making accessible the report on income tax information. Added by: XVIII.2024.14.