Board composition review in Malta for cross-border groups

Board composition review in Malta asks a narrow question with wide consequences for a foreign-owned group: does the board, as it actually stands, satisfy what Maltese company law requires, and does the paper behind each appointment hold up if a shareholder, a bank or the Malta Business Registry ever tests it? For a group with an English or Dutch parent and a Maltese subsidiary, the answer usually turns on the company secretary and on how carefully the appointment file was built at incorporation, not on how many directors sit on the board. This page sets out what changes in Malta, what has to be filed, and where the boundary of this firm's advisory role in Malta sits.

A Dutch holding company incorporates a Maltese subsidiary to hold a shipping asset, appoints two directors already sitting on the group's other boards, and treats the company secretary as a filing formality delegated to whoever happens to submit the incorporation documents. Two years later, a bank's due diligence request asks for the register of directors and the secretary's letter of consent, and nobody in the group structure can locate either.

What follows sets out the requirement that is specific to Malta, what has to be filed and where it becomes visible on the record, and where this firm's advisory role stops.

What changes in Malta

Most jurisdictions in a cross-border group's structure treat the company secretary as optional for a private company. Malta does not.

Every company registered in Malta must maintain a company secretary as a separate office from its director or directors, and that office cannot be left vacant while the company remains on the corporate register. 01

Director residence works differently. There is no residence requirement attached to a director's appointment on Malta's corporate register, and a director domiciled anywhere in the group structure may hold the office. 03 That is closer to how the Netherlands treats the same question than how some offshore centres do; a group running the same review across both jurisdictions can see how the comparison plays out on the Netherlands page for this service. Where Malta diverges further from most common-law comparators is set out in the comparison of director requirements across England & Wales, Delaware and the United States.

The practical consequence is that a Maltese subsidiary's board composition review has to check two offices, not one: the director or directors, and the secretary standing behind them. Shareholder rights over the appointment of both usually sit in the memorandum and articles, and the review has to read those documents against what is actually filed, not against what the group assumes was filed at incorporation.

The local requirement that drives board composition review in Malta

The requirement that drives this work in Malta is the company secretary provision itself, together with what the register expects to see behind it. A secretary appointed without a signed letter of consent, or a secretary who has since left the group and was never formally replaced, is a defect that sits quietly on the corporate governance file until someone asks to see it. Once a shareholder or an incoming director asks whether the current secretary was validly appointed, the group needs the consent letter and the board resolution appointing them, not a reconstruction written after the question was asked.

Once a director resigns and the board records that resignation as accepted, the right to challenge how the vacancy was filled closes off as soon as the replacement is entered on the corporate register, and a shareholder who was not consulted before that entry has no route back to the position that existed before it was made. That is the point at which a review has to happen before the filing, not after it.

Group structure adds a second layer. A Maltese subsidiary whose parent sits in the Netherlands or in England & Wales will often carry board resolutions drafted for the parent's own corporate governance rules, referring to quorum and voting thresholds that do not match what the Maltese constitutional documents actually say. A board composition review in this position has to reconcile the group's template against the Maltese memorandum and articles, not assume the two already align.

The filing, register or forum consequence

Malta keeps a public record of who holds each office. The identity of every current director, and of the company secretary, appears on Malta's corporate register together with the date each office was taken up. 03 A counterparty running its own due diligence, or a bank opening an account for the Maltese entity, checks that record directly; it does not ask the group to describe its own governance and take the description on trust.

Changes to either office have to be notified for that record to stay current.

A change of director or of company secretary must be notified to the registrar, and the register entry stands as filed until a further notice is submitted to correct it. 04

Practically, this means the register entry is the forum in which a defective appointment surfaces. It is not typically litigated first in a court; it is noticed by a bank, an investor or an incoming director reading the corporate register, which is one reason the working paper behind a board meetings and minutes review in Malta matters as much as the register entry itself. The two documents should tell the same story.

What this service does not include in Malta

This firm does not act as, supply, source or arrange a director, company secretary, nominee shareholder or trustee in Malta, and it does not carry out any activity for which a corporate services licence is required there.

Acting as a director for a company outside one's own group, on a commercial basis, is a licensed activity under Malta's regime for corporate services providers, and arranging for another person to take that office on a commercial basis is caught by the same licence. 02

What the engagement covers instead:

• The requirement mapped against the group's actual constitutional documents, not a generic template
• The criteria a director or secretary candidate needs to meet before appointment, set out in writing
• The existing appointment terms and letters of consent reviewed for gaps
• The exposure of the board and of individual office holders assessed against what the register currently shows

A group whose Maltese subsidiary reports through a wider structure spanning several EU member states usually needs this mapped once, in writing, rather than reconstructed each time a bank or an investor asks a question about it. Where the group's registered office arrangement in Malta was set up by a third party years ago, that is exactly the kind of gap this review is built to surface before a counterparty finds it first.

A board sitting on an appointment file it has not checked is not, in most cases, aware that the file has a gap in it. That is precisely the exposure a review of appointment terms is built to close before a counterparty finds it instead.

Review your appointment terms

Write to info@hreithlaw.com with the jurisdiction and the structure.

A related question worth resolving in the same exercise is sequencing: which office to check first, and in what order the findings should reach the board. The insight on how to run a board composition review sets out that sequence in general terms, before the jurisdiction-specific points in this page are applied to it.

If a Maltese subsidiary's board resolution appointing a new director was passed by a quorum calculated under the parent's rules rather than under the Maltese articles, that resolution is not automatically defective, but the exposure sits with whoever signed it as valid. Once a bank or an incoming shareholder relies on the resolution as filed, the chance to correct the quorum calculation without disclosing the error disappears; the correction itself becomes a new, visible entry on the same register.

A group weighing whether to commission this review now, or to wait for the next annual filing, is choosing between fixing a defect quietly and fixing it on the public record. The two are not the same exercise, and the difference is usually the reason a group asks for a review of appointment terms before a filing rather than after one.

Review your appointment terms

Write to info@hreithlaw.com with the jurisdiction and the structure.

Frequently asked questions

Does board composition review in Malta change for a foreign-owned company?

The core requirement, a company secretary as a separate office from the director or directors, applies regardless of who owns the shares. What usually changes for a foreign-owned company is the source of the board resolutions, which are often drafted for the parent's own corporate governance rules and need to be checked against the Maltese memorandum and articles rather than assumed to match.

What does board composition review in Malta require in practice?

It requires reading the current constitutional documents against what is actually filed on the corporate register, confirming that both the director and the secretary offices are validly held, and checking that each appointment has a signed letter of consent and a board resolution behind it. A director appointment is not a formality; the office carries duties and exposure the moment it is accepted.

Who inside the company is responsible for board composition review in Malta?

The board itself carries the responsibility for the accuracy of its own composition, and the company secretary usually holds the administrative record that a review checks against the register. Group general counsel or a finance director overseeing the Maltese subsidiary typically commissions the review, but the board cannot delegate the underlying duty.

What evidence should the board keep on board composition review in Malta?

A complete file holds the appointment resolution, the signed letter of consent from each director and from the secretary, and confirmation that the register entry matches both documents. Keeping this before a filing is made is materially easier than reconstructing it after a counterparty asks for it.

What happens if board composition review in Malta is not addressed?

The gap usually surfaces when a bank, an investor or an incoming director checks the corporate register and finds an office holder or a resolution that does not match the group's own records. By that point, correcting the position requires a further filing that is itself visible on the same public register, rather than a quiet internal fix.

Mikael Sørensen, Expert author. Advises cross-border groups on board structure and governance across multiple European and offshore jurisdictions, with a focus on how constitutional documents and appointment records hold up once a group crosses a border. Writes on the practical gap between a group's own governance template and what a local register actually requires.