Private Companies must have a minimum of 1 director while Public Companies must have a minimum of two directors. Corporate Directors are permitted and local Directors are not required. Information about the Directors is available to the public, via the Registrar of Companies online portal.
The business of the company shall be managed by the director/s. Directors shall promote the well-being of the company and are bound to act honestly and in good faith and in the best interest of the company. They are primarily responsible for:
- The general governance of the company and its proper administration and management;
- The general supervision of its affairs;
- Preparation of the financial statements of the company;
Duties of the Directors comprise:
- Exercising a degree of care, diligence and skill
- Avoiding making secret or personal profits from their position without the consent of the company, nor make personal gain from confidential company information;
- Ensuring that their personal interests do not conflict with the interests of the company
- Not using any property, information or opportunity of the company for their own or anyone else’s benefits
- Exercising the powers they have for the purposes for which the powers were conferred and not misuse such power
b) Company Secretary
Every company must have a company secretary. However, no company shall have as a company secretary its sole director nor have as sole director a body corporate the sole director of which is company secretary to the company. It the duty of the directors to see that the company secretary is an individual who appears to them to have the requisite knowledge and experience to discharge the assigned functions. If the post of company secretary becomes vacant, the directors must appoint another individual to fill in the post within 14 days. The company secretary is not required to be resident in Malta.
c) Registered Office
Every company registered in Malta must have a registered office in Malta which may also be at the office of a firm of lawyers, accountants or other corporate service providers. Any changes to the company’s registered office must be notified to the Registrar of Companies.
d) Annual General Meeting
Every company must in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year. Not more than 15 months shall elapse between the date of one annual general meeting and the next. Every general meeting which is not an annual general meeting shall be called an extraordinary general meeting.
The required Annual General Meeting is vis-à-vis shareholders. The location of directors and shareholders’ meetings must necessarily be Malta – the place of effective control and management. The quorum required for the purposes of the meetings is of 2 members personally present in so far as the Statute of the company does not contain other provisions.
Any member of the company entitled to attend and vote at a meeting of the company or at a meeting of any class of members of the company, shall be entitled to appoint another person, whether a member or not as his proxy to attend and vote in his stead. The appointment of the proxy must be in writing.
e) Annual Filing Requirements
Filing of Annual Return duly completed signed by at least one Director of the company to be filed within 42 days from the date to which it is made up accompanied by a payment between €100 and €1,400 depending on the authorised share capital.
- Filing of Financial Audited Accounts – annual accounts must be accompanied by the auditor’s report and the director’s report to be filed within 10 months from the end of the financial year with a grace period of 42 days.
- If the company is a parent company, at the end of the counting year, apart from the individual accounts, the directors shall also prepare consolidated accounts (Certain exemptions apply).
- Filing of the company’s Tax return together with a copy of the company’s Tax return together with a copy of the company’s audited financial statements.
- Preparation and filing of the company’s VAT returns and its recapitulative statements, based on the frequency set by the VAT department.
- Preparation and submissions of a number of Employment related forms to the Inland Revenue Department.
- Filing of VAT Return – failure to meet the reporting deadlines will result in late submission fines and penalties imposed by the Maltese VAT Authorities.
- Filing of Income Tax Return