Company Secretarial Services
Company Secretary Role
The role of the company secretary is an obligated role that is required through the Companies Act. Companies incorporated under the Merchant Shipping Act however are not required to appoint a company secretary.
The role of the company secretary can be held either by a natural person of any nationality or a company, providing it is duly registered as a company services provider in terms of the Company Services Providers Act.
Duties of the Company Secretary
Maltese law does not require the company secretary to be a resident in Malta, however given the duties required it is practical, in relation to the duties that need to be fulfilled. The company secretary is responsible for maintaining:
- Compiling and maintaining the minutes for company board meetings;
- Compiling and maintaining the minutes for general meetings of the company;
- Proper notice for all board/general meetings;
- Registering partners or shareholders;
- Registering bonds/debentures;
- Maintaining all other records required by the companyā€™s directors in accordance with the Companies Act.
The overall purpose of the company secretary is to ensure the correct handling of all meetings as well as the correct preparation of statements and other company documents. The company secretary is accountable for formally notifying all changes and sending all relevant documents to the Malta Business Registry (MBR), this relates to any of the following changes:
- Change in directors;
- Change in shareholders;
- Share capital increases;
- Change of registered office address.
The company secretary is responsible for sending the companyā€™s annual statement to the Malta Financial Services Authority (MFSA). The annual statement is required to be sent on the anniversary of the date of company incorporation or within a maximum of 42 days after that date. If not done so within the designated timeframe the company will incur penalties.
Who Can Act as a Company Secretary?
It should be highlighted that the law prohibits any person from being appointed or occupying positions such as company secretary if:
- They are prohibited, incapacitated or bankrupt;
- They have been convicted of a crime involving public confidence, theft, fraud, or have knowingly received property gained through theft or fraud;
- A minor;
- Subject to a court disqualification order.
How Zeta Can Help?
Our team works effectively with our clients, to provide the correct solutions required. We maintain a high reputation for excellence and provides valuable experience in a wide range of industry sectors therefore you can have peace of mind that Zeta provides specialist support and advice on all company secretarial matters.
For more information on how Zeta can assist you please contact our Business Development department on bd@zeta-financial.com.