What is a Company Secretary and who can act as a one?
Under Maltese Law, more specifically under the Companies Act, Chapter 386 of the Laws of Malta, each and every Company incorporated in Malta must have a Company Secretary.
The role became official with the 1995 Companies Act enactment. Prior to this requirement, while companies employed secretaries, it was not legally mandated. The Companies Act introduced specific duties for company secretaries.
It is quite common for Company Secretaries to be associated with directors. Those who make such assumption cannot be blamed. Whereas directors have the authority to lead a company and make decisions the role of the company secretary inherently requires one to communicate, observe and report.
The Companies Act requires individuals to be sufficiently knowledgeable and experienced to carry out the duties required.
Do all Companies in Malta require a Company Secretary?
Yes, all companies in Malta require a Company Secretary. Furthermore, as a general rule, it is safe to say that only natural persons can be allowed to hold the position of Company Secretary.
An exception exists for investment companies with variable and/or fixed share capital.
How do you appoint and terminate a Company Secretary?
Initial appointment occurs when shareholders draft the Memorandum and Articles of Association. Subsequently, secretaries can resign or be removed by directors.
In any case, the Form K has to be prepared and submitted to the Malta Business Registry. Submission can be lodged either electronically or in paper format.
It is always recommended to inform the Malta Business Registry immediately upon changes as companies will incur fines on a daily basis if the notification does not reach the Malta Business Registry within a few days from the event taking place.
What are the Company Secretary's responsibilities?
The Companies Act does not enumerate duties individually but rather imposes requirements on companies per se such as to keep a register of members minutes of board and general meetings, communicate changes to the Malta Business Registry, disclose information about its beneficial owners and lastly to file applications in conjunction with the MBR which generally include accounts and other regulatory and statutory compliance.
Do you have any query in regard to the role of the Company Secretary? At Borg Galea & Associates we are equipped to provide firms with the services of Company Secretary as well as to assist your in house Company Secretary with various professional services.
Secretarial services at Borg Galea & Associates are provided by DW&P Services Ltd. (C 103208) which is regulated by the MFSA and is licenced under Authorised Person ID: DSER-23577 to carry out the activities of a Class C CSP in terms of the Company Services Providers Act (Cap. 529 of the Laws of Malta).
