The Company Secretary Corporate Governance

Overview

A Company Secretary’s role is not a role that is purely administrative or passive. It is a crucial role that covers a multitude of tasks and responsibilities. The Company Secretary ensures effective corporate governance by taking on an empowered role with specific functions and duties under Maltese law.

The Company’s Act provides for this responsibility role to be undertaken by an individual or a local corporate entity licensed to act and provide such a service.

The Profile of a Company Secretary

Extensive filing obligations for newly incorporated and existing companies are imposed on the Company Secretary. There is the standard drafting and distributing of documents for the annual board meetings, taking the minutes and preparing said minutes after that, keeping the register and filing of the returns. This work mentioned above forms part of a long list of daily duties of the Company Secretary’s office, backed by fines in case of a breach thereof. There is a constant emphasis on ensuring a high level of professionalism in the provision of company secretarial services.

The Companies Act does not require a company secretary to have academic or professional qualifications. Having said that, the proposed individual or legal entity must understand company law and administration principles.

What Knowledge is Required?The company secretary must have an understanding of the nature and contents of a Memorandum and Articles of Association and, very importantly, must be competent in the various duties incumbent upon the role under the Companies Act. Understanding how a company operates and how Directors manage it is essential.

Legal and Statutory Functions

The Companies Act (“the Act”) imposes numerous duties on the company secretary. The role is a focal point of the company’s Directors for keeping the company records in good standing. There are three main areas of duty:

• Functions and responsibilities imposed by statutory provisions;
• Functions and duties relating to the board and general meetings;
• Miscellaneous functions and duties.

The general responsibility of compliance, such as keeping company records and registering beneficial owners, are obligations ultimately vested in its officers, including the Directors and the Company Secretary.

The most common submissions to the Malta Business Registry made by the company secretary are, in particular, the following:

• Notices of transfer or transmission of shares
• Notices of change of beneficial ownership
• Amendments to the memorandum or articles of association
• Changes amongst officers and persons vested with representation
• Appointment and removal of auditor
• Annual Return
• Notice of dissolution

The duties of the company secretary include signing or authenticating such documents.

Inspections by the Authority, the Malta Business Registry

From time to time, the Registrar may appoint inspectors to investigate the company records and issue a report. All the officers must make company records available, including all accounting and company documents. If required, be present to assist in such investigation.

Failure to produce or refuse to communicate information to the Authority concerning the affairs of the company is considered a criminal offence and will incur penalties for such offences.