The role of the Company Secretary

Every company incorporated or otherwise established in Malta is required to have in office a company secretary who has sufficient knowledge and experience to discharge its functions. The company secretary is to be appointed by the board of directors of the respective company and the board shall assess whether the company secretary possesses sufficient knowledge and expertise.

The company secretary’s principal duty is to ensure smooth administration of the company. Subject to the Memorandum and Articles of Association of the respective company, the company secretary is generally responsible for:

  1. Recording the minutes in writing of all the board of directors general and extraordinary meetings of while also maintaining the minute book of the company. Moreover, the company secretary shall ensure that proper notices and agendas are provided in a reasonable time to the respective attendees of the meetings;
  2. Handling the submissions of company resolutions, accounts, reports and annual returns amongst any other documents to the Malta Business Registry as required; and
  3. Ensuring that the company maintains the respective registers listing the shareholders, directors, officers and ultimate beneficial owners of the company.

Unless also appointed as a director, the company secretary is not responsible for the management of the company, even though they play an important role in ensuring good governance through their administrative powers. At its best, the company secretary can be a strategic partner of the management who provides assistance and support in the upkeep of the Company.

We invite you to contact us should you require any assistance on the role of the company secretary.