Malta directorship services cover both statutory officers your company needs. 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 company 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. If you are still deciding, our guide explains when a resident director is required in Malta and when it is not.
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 company officers operating to a professional standard — not nominees on paper.
We act as your company officers under the Companies Act, with full operational responsibility on both the director and secretary mandates:
- Resident director appointment registered with the MBR with board representation.
- 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 Article 136A of the Companies Act — acting honestly and in good faith in the company’s best interests, with the care, diligence and skill the role requires.
- Qualified company secretary appointed under Article 138 of the Companies Act, with the knowledge and experience that Article 138(3) requires the directors to satisfy themselves about.
- 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.
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 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.
Need a director or company secretary in Malta?
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Why Choose Our Malta Directorship Services
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.
Professional Director vs Nominee Director
A nominee director lends a name to the register and signs what the shareholder sends over. A professional director reviews the board papers and takes part in the decision. The Companies Act and the MFSA rules bear on that choice in four places.
- Directors’ duties. Article 136A of the Companies Act sets the same duties for every director and makes no exception for nominees.
- Shadow directors. For several provisions of the Act, including loans to directors (Article 144) and wrongful trading (Article 316), “director” includes anyone whose instructions the board is accustomed to follow. Under Article 316, a shareholder who gives those instructions can be held liable for wrongful trading as if formally appointed.
- Tax residence. The management and control test looks at where the company’s decisions are taken. Our guide explains how the test treats nominee directors.
- MFSA authorisation. Article 142(1)(e) of the Companies Act disqualifies anyone who holds office as a company service provider without MFSA authorisation, and Article 140(7) requires the company to remove that officer once the Registrar informs it.
The 2025 MFSA Notification Rules
Until 2025, an individual acting as director or company secretary of no more than two entities needed no MFSA authorisation or registration. Under the framework the MFSA announced in May 2025, these individuals have to notify the MFSA of the positions they hold. The deadline for notifications was 16 July 2025. The MFSA uses the notifications to assess risk and can impose mitigating measures. Before you appoint a director or company secretary, check that they hold CSP authorisation or have filed this notification. Read the MFSA announcement.
Director Liability and How We Manage Risk
The Companies Act exposes a director to personal liability in several ways, including the four below.
- Breach of duty. Directors are jointly and severally liable in damages (Article 147). To escape liability for a co-director’s breach, a director has to prove they did not know of it and recorded their dissent in writing once they found out, or that they took all reasonable steps to stop it.
- Wrongful trading. If an insolvent company ends up dissolved, the court can order a director to contribute to its assets. That happens where the director knew, or ought to have known, that the company could not avoid insolvency and did not take every step to limit creditors’ losses (Article 316).
- Fraudulent trading. The court can hold anyone knowingly party to business carried on to defraud creditors personally liable for the company’s debts, without limit. It is also a criminal offence (Article 315).
- Filing defaults. The company has 14 days to notify the Registrar of any change among its directors or company secretary (Article 146). Every officer in default faces a penalty, plus a daily penalty while the default continues.
Article 148 makes void any clause that exempts a director from these liabilities or indemnifies them against it. The company can cover the cost of defending proceedings the director wins, and it can buy directors’ and officers’ (D&O) insurance for its officers.
We manage this exposure through the way we set up each appointment:
- Due diligence on the company, its shareholders and ultimate beneficial owners before our director and secretary accept office.
- Signing authorities and bank mandates agreed with you in writing before the appointment takes effect.
- Board minutes that document where the company’s effective management takes place.
Request director and company secretary services
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Frequently Asked Questions
Is a resident director required for a Maltese company?
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. Read our full guide on whether you need a resident director in Malta.
How many directors does a Maltese company need?
A private limited company needs at least one director and a public company at least two (Article 137 of the Companies Act). Every company also needs a company secretary. A private company with a single director has to appoint someone else as secretary, unless it qualifies as an exempt company under Article 211.
What do directorship services in Malta include?
Directorship services in Malta typically cover the appointment of a resident director, active participation in board meetings held in Malta, signing of statutory documents and resolutions, and support for the management and control test that establishes the company’s tax residence. At LTD Malta these are paired with company secretary services so a single provider handles every Companies Act obligation.
Is a company secretary mandatory in Malta?
Yes. Under Article 138 of the Companies Act, every Maltese company must appoint a company secretary, including companies that are dormant. The office is held by an individual, or by a body corporate registered as a company service provider under Article 138(2)(c), and the appointment is filed with the Malta Business Registry on Form K.
Can the same person be both director and company secretary?
Yes. Under the Companies Act a director may also hold the office of company secretary. The restriction applies to the sole director: where a company has only one director, that person cannot also act as company secretary — unless the company qualifies as an exempt company under Article 211, in which case the sole director is entitled to hold both offices during their directorship. A further restriction prevents a company from having as its sole director a body corporate whose own sole director is the company secretary of that same company.
Can a company act as director of a Maltese company?
Yes. A Maltese company can appoint a body corporate as director, and Article 138(2)(b) of the Companies Act even covers the case of a corporate sole director. With a corporate director, however, the company cannot qualify as an exempt company (Article 211(2)(b)).
What is the management and control test and why does it matter?
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?
Directors owe statutory duties under Article 136A of the Companies Act: to act honestly and in good faith in the best interests of the company, and to exercise the care, diligence and skill reasonably expected of a person carrying out that role. 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.
Do directors in Malta have to register with the MFSA?
Directors who hold office as company service providers need MFSA authorisation. Since 2025, individuals who act as director or company secretary of no more than two entities, previously outside the regime, must notify the MFSA of the positions they hold. Anyone acting as a company service provider without the required authorisation is disqualified from holding office (Article 142(1)(e) of the Companies Act).
What does the company secretary actually do?
The secretary maintains the statutory registers, files the annual return and other MBR forms, convenes and minutes board and general meetings, and keeps the Beneficial Owner register up to date. The secretary is also the company’s formal point of contact with the Malta Business Registry.
Will the director sign contracts and bank documents on the company’s behalf?
Yes, within the powers conferred by the articles and by board resolution. Under Article 137(3) of the Companies Act the business of a company is managed by its directors, so day-to-day contracts, tax returns and bank instructions are signed at board level. Matters reserved to the members by law or by the articles — amendments to the memorandum and articles, changes to share capital, appointment and removal of officers — are decided in general meeting instead. We agree signing authorities and bank mandates with you in writing before the appointment takes effect.
How do you remove or replace a director in Malta?
Shareholders holding more than 50% of the voting rights represented at a general meeting can remove a director by resolution, whatever the articles or the director’s contract say (Article 140). The director has the right to be heard at that meeting and keeps any right to compensation or damages for the termination. The company has 14 days to file any change among its directors with the Malta Business Registry (Article 146).
Can I bundle this with other corporate services?
Yes. Most clients combine director and company secretary services with the registered office, tax advisory, and accounting support. A unified provider ensures every filing and obligation is coordinated by one provider.