Directorship & Company Secretarial

Directorship & Company Secretarial

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Besides Malta company formation services, CSB Group provides resident directorship and professional management services for companies under its administration. We also provide professional Company Secretarial and support services to companies under its general administration, ensuring on-going compliance with the Maltese Companies Act.

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

  • Liason with local authorities
  • Ensuring that the Malta Company operates in line with Maltese law
  • Ensuring that the Malta Company operates in line with regulatory norms
  • Procuring secretarial, legal and accounting services in Malta for the company

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

  • Maintaining the minute book of general meetings of the company;
  • Maintaining the minute book of meetings of the board of directors;
  • Maintaining the register of members;
  • Maintaining the register of debentures;
  • Maintaining such other registers and records as the Company Secretary may be required to keep
  • Ensure that proper notices are given of all meetings; and
  • Ensure that all returns and other documents of the company are prepared and delivered in accordance with the requirements of the Companies Act.

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

Company secretary duties involve upholding effective corporate governance throughout the entire life cycle of the company, from its establishment to its dissolution. When a company undergoes liquidation, the authority of the directors and company secretaries is terminated, and a liquidator is appointed.

Through the enforcement of board policies and procedures, along with the efficient organization of board agendas and necessary briefing materials, the company secretary plays a pivotal role in bolstering the board's productivity. It is imperative that all company directors have open access to the secretary. Typically, the corporate secretary is responsible for ensuring the smooth operation of the company, including the coordination of board meetings and the management of crucial aspects related to corporate governance, shareholder management, and communication between various departments within the company.

Key Contacts

Malcolm Ferrante

Senior Manager - Immigration and Relocation

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Sacha J. Farrugia

Director & Senior Manager - Business Development

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CSB Group have been our service providers for the last few years and have assisted us in a range of services including accounting, payroll, legal and corporate services. In our experience, CSB has proved to be of great use.

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CSB Group is a leading and authorised Corporate Services Provider in Malta with over 35 years experience in the commercial sphere. Get support from our specialised professionals.

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T: +356 2557 2557

F: +356 2557 2558

E: [email protected]