Directorship & Company Secretarial

Appointed directors and company secretaries of companies incorporated in Malta are entrusted with important legal responsibilities under the Companies Act (Chapter 386 of the Laws of Malta).

While the company operates as a separate legal entity, distinct from its shareholders and officers, those appointed to manage it are expected to act with integrity, diligence, and in the best interests of the company at all times.

The Companies Act

The Companies Act establishes a comprehensive framework of duties and obligations applicable to both directors and the company secretary across a range of matters. It is essential that one is fully aware of, and able to meet, these requirements because failure to adhere to such statutory obligations may expose both the company and its officers to regulatory consequences, including personal liability and financial penalties.

In more serious cases, breaches may also give rise to criminal implications. That said, these responsibilities need not be burdensome. With the right guidance and ongoing support, they can be managed efficiently and with confidence. We are here to assist in navigating such obligations, ensuring that all requirements, including the timely submission of notifications and statutory documentation to the Registrar of Companies, are handled smoothly and in full compliance, offering peace of mind as you focus on your business.

The Malta Company Director

A Malta-based private company must have a minimum of one director. The role of the resident director is primarily that of ensuring that companies operate in line with Maltese laws and regulations including but not limited to the Companies Act 1995, Maltese tax laws, and specific regulatory norms. Directors of Maltese companies are subject to general fiduciary duties and to specific duties which are provided for in the Companies Act. These duties generally correspond to those found in the UK and other Anglo-Saxon jurisdictions.

Responsibilities of the Company Director

Company Secretarial Services

CSB Group offers company secretarial services in line with statutory requirements in Malta and the role would include:

• Keeping the minute book of general meetings of the company;
• Keeping the minute book of meetings of the board of directors;
• Keeping the register of members;
•  Keeping the register of debentures;
•  Keeping such other registers and records as the company secretary may be required to keep by the board of directors;

 The appointed company secretary will also:

• Ensure that proper notices are given of all meetings;
• Ensure that all returns and other documents of the company are prepared and delivered in accordance with the requirements of the Companies Act, such as the annual return and the beneficial ownership register;
• File any documentation as necessary at the Malta Business Registry;
• Ensure that the company is in compliance with Maltese legislation;
• Manage shareholder communications;
• Maintain and update the company’s beneficial ownership register;
• Manage and handle MBR inspections;
• Act as an information link between the shareholders, directors, management and others relevant stakeholders;
• Manage the registered office address of the company;
• Keep the company’s memorandum and articles of association updated at all times.

Responsibilities of the Company Secretary

The Company Secretary of a Malta company is also responsible for filing all statutory forms and certain company resolutions with the Registry of Companies in terms of law.

The Role of a Company Secretary