Who Can Be a Company Secretary in Malta?

If you are setting up a Maltese company, the company secretary is not a box-ticking appointment. This role sits close to the company’s legal housekeeping, statutory filings, governance records and day-to-day corporate administration. Appoint the wrong person and problems tend to surface later – often when you are trying to open a bank account, complete due diligence, onboard investors or respond to a regulator.

That is why one of the first questions founders and directors ask is simple: who can be company secretary Malta? The short answer is that Maltese law does allow flexibility, but not every person is suitable and not every company should treat the role in the same way.

Who can be company secretary in Malta?

Under Maltese company law, every company must appoint a company secretary. In many cases, the secretary may be an individual person, and private companies often have a degree of flexibility in how they make that appointment. The law does not impose a single universal professional qualification for every company secretary appointment across all company types. However, that does not mean anyone is a sensible choice.

The key legal starting point is that the company secretary must be a person capable of carrying out the functions of the office and must not be disqualified from holding that role. In practice, this means you should assess both formal eligibility and practical competence.

For many owner-managed private companies, the company secretary may be one of the directors or another trusted individual involved in administration. For larger businesses, regulated entities, or companies with international ownership, a more experienced corporate services provider or legal adviser is often the safer route.

Can a director be company secretary in Malta?

Yes, in certain cases a director may also act as company secretary, particularly in a private company. That said, this is one of those areas where legal permissibility and good governance are not always the same thing.

If the business is small, the shareholder base is simple, and the company has low administrative complexity, combining the roles may be workable. But even then, there are trade-offs. The company secretary is often expected to support proper board procedure, maintain registers, coordinate filings and keep governance records in order. If the same person is already carrying director responsibilities, there is a higher risk that administration becomes reactive rather than properly managed.

For companies in regulated sectors such as gaming, financial services, fintech or businesses with heightened AML/CFT exposure, separation of functions is often more prudent. It supports clearer accountability and can make governance processes easier to defend during due diligence or regulatory review.

Who should not be appointed?

This is where the question “who can be company secretary Malta” becomes more than a basic appointment issue. Certain persons may be legally disqualified or practically unsuitable.

A person should not be appointed if they are subject to a legal disqualification, including situations linked to misconduct, insolvency restrictions or criminal findings that affect their ability to hold office. The exact position depends on the facts, and this should be checked carefully before appointment.

There is also a separate practical category of people who may not be prohibited by law but are still a poor fit. That includes someone with no understanding of company records, filing deadlines, board procedures, beneficial ownership obligations or compliance expectations in Malta. A company secretary does not need to be ceremonial. The role carries ongoing responsibility, and weak administration can create legal and commercial friction very quickly.

Does the company secretary need to live in Malta?

Maltese law does not always require the company secretary to be Maltese or Malta-resident in every case. However, international founders should be cautious about reading that too broadly.

A non-resident appointment may be legally possible, but practicality matters. The secretary may need to coordinate with directors, registered office providers, banks, auditors, tax advisers, authorities and, in some cases, licensing or compliance teams. Time zone gaps, language issues, unfamiliarity with Maltese filing practices and delayed responses can all affect how smoothly the company runs.

For businesses with cross-border ownership, appointing a Malta-based professional is often the more reliable option. It tends to improve responsiveness, local knowledge and alignment with the company’s statutory obligations. This is particularly relevant where the company expects active growth, regulated activity or regular corporate changes.

What does a company secretary actually do?

Some founders assume the role is limited to signing forms. In reality, the company secretary often acts as the administrative anchor for the company’s legal existence.

The role commonly includes maintaining statutory registers, recording board and shareholder resolutions, preparing minutes, coordinating annual filings, keeping company records updated and helping ensure that the company’s constitutional and corporate obligations are met. Depending on the business and service arrangement, the secretary may also liaise on beneficial ownership matters, changes in officers, share transfers and corporate documentation for banks or counterparties.

This is why the appointment should be approached with care. When a company secretary is experienced, governance tends to be cleaner and transactions move more efficiently. When the role is neglected, issues often appear at the worst possible time – during funding rounds, M&A due diligence, compliance reviews or disputes between shareholders.

Does every company need the same type of secretary?

No. The right appointment depends on the company’s size, ownership structure and risk profile.

A simple private limited company owned by one or two founders may only need a competent individual who can manage routine statutory matters properly. A group company, investment structure or business with international investors usually benefits from a more formal corporate services arrangement. A regulated entity should think even more carefully, because governance records and filing discipline are often examined alongside licensing and compliance obligations.

This is where tailored advice matters. The legal test is only one part of the decision. The operational demands of the company are just as important.

Common mistakes when appointing a company secretary

The most common mistake is choosing the cheapest or easiest option without considering future growth. A founder may appoint a friend, relative or internal employee who seems organised, only to find that the person is unfamiliar with Maltese corporate law and filing practice.

Another frequent issue is appointing a director to hold both roles indefinitely without considering governance pressure points. That may work at incorporation stage, but the arrangement can become strained once the company adds investors, enters a regulated market or begins handling more complex contracts and compliance reporting.

There is also a tendency to underestimate how often the company secretary becomes involved in third-party requests. Banks, payment institutions, auditors, acquirers and regulators routinely ask for corporate records. If those records are incomplete or inconsistent, delays follow. In some cases, the company’s credibility suffers.

How to choose the right person

Start with legal eligibility, but do not stop there. You should also ask whether the proposed appointee understands Maltese company administration, can respond promptly, keeps accurate records and is able to support the company as it evolves.

For a straightforward private company, a capable individual may be enough. For businesses with foreign ownership, regulated activity, frequent corporate changes or plans to raise finance, professional support is usually the better option. The cost is often justified by lower risk, cleaner records and less disruption later.

It is also wise to think ahead. If your company may expand into gaming, fintech, crypto-adjacent activity, data-heavy operations or cross-border structures, your governance needs will likely become more demanding. The secretary you appoint at day one should not create a governance bottleneck at year two.

When legal support makes sense

If there is any uncertainty around who can be company secretary in Malta, it is worth resolving it before the incorporation documents are filed or before a change is registered. That is especially true where the proposed appointee is overseas, also serving as director, connected to a complex ownership structure or involved in a regulated business.

A law firm with corporate and compliance capability can assess the appointment in context rather than in isolation. That means looking at the company’s structure, governance needs, filing obligations and wider regulatory exposure. For businesses that need more than a nominal appointment, this avoids a piecemeal approach.

At Cuschieri Advocates, this is typically part of a broader corporate support relationship – helping clients set up properly, stay compliant and avoid preventable governance issues as the business grows.

The better question is not only who can hold the office, but who can hold it well. A company secretary should give your business steadiness, not administrative risk. If the appointment is treated seriously from the outset, the company is usually in a far stronger position when opportunity – or scrutiny – arrives.