Maltese law requires every company to have at least one director and a company secretary, each with specific duties under the Companies Act (Chapter 386 of the Laws of Malta). For most international structures, these statutory officers also play a decisive role in establishing the company’s tax residence in Malta — through the “management and control” test that determines where a company is effectively managed for tax purposes.
We provide both: a Malta-resident director who participates in board decisions and signs statutory documents, and a qualified company secretary who handles every filing, register, minute, and resolution required to keep the company compliant. Together, they ensure the company is not only legally constituted, but also has the substance and governance needed to defend its Maltese tax position before any tax authority or auditor.
This service is essential for foreign-owned companies that need real substance in Malta, holding structures relying on the country’s tax framework, and any group that wants statutory officers operating to a professional standard — not nominees on paper.
We act as your statutory officers under the Companies Act, with full operational responsibility on both the director and secretary mandates:
- Resident director appointment registered with the MBR via Form K, with board representation and signing authority within an agreed scope.
- Active board participation — attendance at board meetings held in Malta, contribution to decisions, and signing of resolutions.
- Tax substance support — director presence in Malta for the management and control test, with board minutes documenting the location of effective management.
- Directors’ duties compliance under Articles 136 to 142 of the Companies Act — duties of loyalty, care, skill, and diligence.
- Qualified company secretary appointed under Article 138 of the Companies Act, with the professional background expected by the MBR.
- Statutory registers — members, directors, charges, debentures, and Beneficial Owner register, all maintained and kept up to date.
- MBR filings — annual return, financial statements, changes in shareholding or directorship, and ad hoc statutory forms.
- Board and general meetings — convening, agenda preparation, drafting of minutes, and circulation of resolutions.
- Share capital administration — share certificates, allotments, transfers, and updates to the share register.
- Annual compliance cycle coordinated with the registered office, AGM, BO register, and statutory deadlines.
Who It’s For
Designed for companies that need real governance and substance — not just signatures on a page.
Foreign-Owned Companies
Non-resident shareholders that need resident officers to establish substance and governance in Malta.
Holding & IP Structures
Holding companies relying on Malta’s participation exemption and refund mechanism.
International Groups
Subsidiaries, branches, and regional headquarters requiring local statutory representation.
Investment Vehicles
Investment companies, family offices, and SPVs needing professional, independent governance.
Re-Domiciled Companies
Migrated entities aligning their board composition and secretary with Maltese requirements.
Owner-Managed Businesses
Single-shareholder companies needing a compliant statutory setup without hiring in-house staff.
How It Works
A structured engagement that takes the appointments through MBR filing and into a year-round compliance cycle.
Discovery & Engagement
We assess your governance needs, tax residence requirements, and the level of board involvement appropriate to your structure and activity.
KYC & Acceptance
Our director and secretary candidates conduct due diligence on the company, shareholders, and ultimate beneficial owners under FIAU and PMLA standards before formal acceptance of office.
Appointment & MBR Filings
We file the appointment documents (Form K) with the Malta Business Registry and update statutory registers, share certificates, and authorised signatory lists.
Active Service
Board meetings held in Malta, resolutions drafted and signed, statutory filings submitted, registers maintained, and statutory communications managed continuously.
Annual Compliance Cycle
Annual return, financial statements filing, AGM, Beneficial Owner register update, and renewal of appointment letters as part of a recurring engagement.
Why Choose Our Statutory Officers
Real substance, qualified governance, and one accountable provider for every statutory obligation.
Resident & Active
Malta-resident directors who actually participate in board decisions and meetings — not nominees in name only.
Qualified Secretary
Company secretary with the professional background expected by the MBR, FIAU, and tax authorities.
Tax Substance
Management and control exercised in Malta, with documented board minutes supporting the company’s tax residence.
Companies Act Compliance
Every filing, register, and resolution prepared in line with Chapter 386 and FIAU guidance.
Single Point of Contact
Director, secretary, registered office, and ongoing compliance handled by a single accountable provider.
Audit-Ready Records
Statutory books, minutes, and registers maintained to a standard that withstands tax and regulator inspection.
Frequently Asked Questions
Is a resident director required for a Maltese company?
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Maltese law does not strictly require directors to be Malta-resident. However, for the company to be tax-resident in Malta — and to access Malta’s tax framework, treaty network, and EU directives — its management and control must be exercised in Malta. In practice, this means at least one director (and usually a majority) should be Malta-resident, with board meetings held physically in Malta.
Is a company secretary mandatory in Malta?
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Yes. Under Article 138 of the Companies Act, every Maltese company must appoint a company secretary. The secretary is responsible for ensuring statutory filings, registers, and meeting procedures are properly handled, and bears specific legal duties separate from those of the directors.
Can the same person be both director and company secretary?
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In single-member private exempt companies, a sole director may also act as company secretary, subject to the conditions in the Memorandum and Articles of Association. In all other cases, the two roles must be held by different persons.
What is the “management and control” test and why does it matter?
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A company is treated as tax-resident in Malta if its management and control are exercised in Malta — typically demonstrated by where strategic decisions are taken, where the board meets, and where the key directors are located. Tax residence determines whether the company can claim Malta’s tax framework, treaty benefits, and the participation exemption.
What are the legal duties of directors under Maltese law?
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Directors owe statutory duties of loyalty, care, skill, and diligence under Articles 136 to 142 of the Companies Act. They must act in the company’s best interests, avoid conflicts of interest, and ensure compliance with the Companies Act, tax law, and AML obligations. Breach of these duties can lead to personal liability.
What does the company secretary actually do?
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The secretary maintains the statutory registers, files the annual return and other MBR forms, convenes and minutes board and general meetings, drafts resolutions, issues share certificates, and maintains the Beneficial Owner register. The secretary is the primary administrative officer of the company and the formal point of contact with the MBR.
Will the director sign contracts and bank documents on the company’s behalf?
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Within an agreed scope, yes. The director’s signing authority is defined in the engagement letter and typically covers statutory filings, tax returns, and routine bank operations. Material commercial contracts are normally signed by beneficial-owner directors or under specific board authorisations to keep accountability aligned with ownership.
Can I bundle this with other compliance services?
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Yes. Most clients combine director and company secretary services with the registered office, tax advisory, and accounting support. A unified provider ensures every statutory officer, filing, and obligation is coordinated under a single annual compliance cycle.