Corporate Governance: Understanding the Role of the Company Secretary in Malta

In Malta’s corporate framework, the company secretary plays a role that is not only legally mandated but also essential to maintaining sound corporate governance. As stipulated in Article 138 of the Companies Act (Chapter 386 of the Laws of Malta), the appointment of a company secretary is compulsory for all companies, whether public or private. Over time, the responsibilities of the company secretary have evolved significantly. Once seen primarily as an administrative position, the role has become central to promoting organisational integrity and ensuring strategic compliance. Today, the company secretary acts as a key governance advisor, guiding the board to operate within both legal requirements and ethical standards applicable to the company’s jurisdiction.

‍

A Statutory Pillar in Governance

The company secretary in Malta is legally recognised as an officer of the company, bearing equal responsibility for ensuring compliance with the Companies Act. This includes a deep understanding of the company’s constitutional documents, the division of powers between shareholders and directors, and the procedural mechanics of meetings and resolutions. Importantly, the Act disqualifies certain individuals from holding the role, such as minors, undischarged bankrupts, and those convicted of crimes affecting public trust, underscoring the trust and integrity required for the position.

‍

Legal and Regulatory Compliance

At the heart of corporate governance lies the principle of accountability. The company secretary plays a pivotal role in upholding this principle by ensuring that the board of directors is well-informed of its legal responsibilities and that the company adheres to statutory obligations. The company secretary is responsible for a wide array of statutory obligations, including:

• Maintaining the combined register (e.g., register of members, directors, secretaries, and beneficial owners)
• Filing annual returns and financial statements with the Malta Business Registry (MBR)
• Ensuring timely submission of the Annual BO Form confirmations
• Notifying the MBR of changes in beneficial ownership and company officers via statutory forms within 14 days of the effective date of change.

‍

These duties are not merely administrative, they are central to maintaining the company’s good standing and avoiding regulatory penalties.

Beyond compliance, company secretaries are increasingly involved in the strategic operations of the organisation. They coordinate board meetings, prepare agendas, and ensure that directors receive timely and accurate information. They also play a role in risk management, internal controls, and even stakeholder communication, acting as a bridge between the board and the wider organisation.

‍

Mitigating Liability and Enhancing Accountability

Given the weight of their responsibilities, company secretaries must also be vigilant about their own legal exposure. Company Secretaries should not act as mere “rubber stamps” but must challenge management when necessary, ensuring that board meetings are substantive, and seek legal advice when in doubt. Regular training and a proactive approach to governance are essential to mitigating personal liability.

‍

Evolving Regulatory Framework

The Malta Financial Services Authority (MFSA) continues to refine the regulatory environment for company secretaries with the recent updates to the Company Service Providers Framework which now includes the introduction of a Notification Regime and Registration Regime for individuals acting in a personal capacity.

The Notification Regime for Restricted CSPs applies for individuals acting as company secretaries on a limited basis for up to 5 involvements, including a maximum of 2 groups of companies not considered "by way of business". Hence not receiving any direct or indirect renumeration for being appointed to this role.

The Registration Regime for Limited CSPs applies for individuals acting as company secretaries "by way of business" with up to 10 involvements.

Certain individuals are exempt from specific requirements under the CSP framework due to their existing roles or the nature of their involvement. These include:

• Regulated professionals, such as those already authorised by the MFSA to act as trustees or provide fiduciary services, registered VFA Agents, and natural persons providing services to entities licensed by the MFSA or other reputable foreign regulators.
• Individuals acting as company secretaries not by way of business, but do so as part of their employment, due to their shareholding in the company, or based on family ties. Under the updated CSP Framework, existing company secretaries or those who plan on taking on such role, must take a step back to assess their current position, evaluate their compliance obligations, and engage with the MFSA as necessary. This is essential to ensure they act as company secretaries in full alignment with the new requirements, and to prevent any negative impact on the companies they serve.

‍

Conclusion

The company secretary plays a vital role in ensuring the long-term sustainability of an organisation. By embedding strong governance principles, promoting transparency, and nurturing a culture of compliance, they help cultivate trust among shareholders, regulators, and the wider public. This role extends well beyond administrative duties, it is instrumental in shaping the ethical foundation of the company. In Malta, the company secretary is not merely a procedural figure but a key pillar of corporate governance, responsible for ensuring that companies conduct their affairs with integrity, transparency, and legal compliance. As regulatory demands grow more complex, the need for capable, conscientious, and strategically oriented professionals in this role becomes increasingly important.

‍

Zampa Partners provides corporate services through Zampa Partners Corporate Services Limited which is authorised to act as a Company Service Provider by the Malta Financial Services Authority

‍