Company Secretary Services
Every company registered in Malta must have a company secretary, who must be a physical person, but is not required by law to be resident in Malta. A company must not have a company secretary who is also its sole director, unless it is a private exempt company. It is also prohibited for a company to have as its sole director a body corporate the sole director of which is its company secretary.
The company secretary is appointed by the Board of Directors and has a variety of functions, which are defined in the Companies Act (Chapter 386 of the Laws of Malta). These are primarily related to the meetings of the company, and to the filing of certain returns and notifications with the Registrar of Companies; for example, the company secretary must notify the Registrar of certain events such as a change of directors, or changes to the Memorandum or Articles of Association by means of specific Forms. He/she is expected to attend the general meetings of the shareholders and the board meetings (of the directors), to send the notices pertaining to such meetings in advance, and in the correct manner, making sure that whoever is entitled to receive such notices does so; to prepare documentation relating to these meetings; and to take minutes during the meetings and subsequently circulate them.
The law does not set out any particular qualifications for the company secretary. Rather, it is the duty of the directors to ensure that they select someone who has the necessary experience and expertise to fulfil the functions of this position.
Company secretaries should be aware of the duties and responsibilities conferred upon them by the Companies Act, and are expected to act in good faith and in the best interests of the company.
Although the vast majority of companies have only one company secretary, the law allows companies to have more than one.
For further enquiries on this subject do not hesitate to contact us
This information has been provided merely for information purposes and does not constitute legal or specialist advice. Should more information be sought it is recommended to contact Valletta Legal.
20/1, Republic Street,
Valletta, VLT 1111,
T: +356 2122 8340
F: +356 2122 8360