Before the Companies Act or Chapter 386 was enabled, companies incorporated in Malta were not required to appoint a company secretary. Appointing a company secretary became an obligation since a list of conditions, duties and responsibilities of the secretary was introduced in the Maltese Companies Act. The company secretary is appointed by the shareholders in the memorandum of association and is removed from duties by the company’s directors. If a secretary is removed, the directors of a company are required to appoint a new secretary within 14 days.
The company secretary has an administrative role in a Maltese company. According to the Companies Act, the secretary of a Maltese company must be a natural person and may have any nationality. The company secretary may not act as a company manager. Even if the law does not require the company secretary to be a Maltese resident, it is advisable to appoint a resident considering the responsibilities. Among the responsibilities of the company secretary in Malta, the most important are:
- the maintenance of minutes of company general and board meeting,
- the registration of new shareholders or partners,
- the registration of bonds or debentures,
- keeping company records according to the directors’ indications.
The company secretary must also make sure all statements and documents are correctly prepared and delivered in a timely manner. The secretary will also notify the Maltese Registrar of Companies about all changes that have occurred in the company. Another responsibility of the company secretary is to send the company’s annual financial statement to the Malta Financial Services Authority.
The Maltese company secretary is not required to have specific professional qualifications, but the person fulfilling this role must have the knowledge and experience to carry out the obligations this position requires. However, there are few criteria that can disqualify a person from being nominated as a company secretary in Malta.
Individuals who have been convicted for committing fraud or any other crimes cannot hold the company secretary position. An individual cannot act as a company secretary if he or she is subject to a disqualification order according to the Maltese Commercial Code.
For detailed information about all the duties and responsibilities of the company secretary, you can contact our Maltese agents in company incorporation.