4) I have been asked to act as a company secretary on a Malta registered company. Please advise as to the responsibilities involved

The company secretary is normally appointed by the directors and should be an individual who has the requisite knowledge and experience to discharge the function attributable to a company secretary.

The law does not provide an indication of the duties normally delegated to a company secretary. However, one can find such an indication if the First Schedule to the Companies Act 1995. These include:

  • be responsible for keeping the minutes book both for general meetings and directors’ meetings
  • be responsible for the upkeep of registers of members
  • ensure proper notices are given of all meetings
  • ensure that all returns and documents of the company are prepared and registered with MFSA and other regulatory
  • entities within the requirements of the Act.

One also needs to point out here that, under various Maltese laws, the company secretary is presumed to be an OFFICER of the company and therefore PERSONALLY responsible for many acts and obligations just as a director is.

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