Duties and obligations of directors in Malta.

22 Feb 2023

In line with the Maltese Companies Act (the ‘‘Act’’), a director of a company must, first and foremost, act honestly and in good faith and in the best interests of the company. A director shall promote the well-being of the company and shall be responsible for the general governance of the company and its proper administration and management and the general supervision of its affairs.

A director shall be obliged to exercise the degree of care, diligence and skill which would be exercised by a reasonably diligent person.

Directors shall not make personal profits or gain from their position and shall make sure their personal interests do not conflict with interests of the company, and they shall not misuse the powers conferred upon them. They may not use any property, information or opportunity of the company for their own or anyone else’s benefit.

Every public company shall have at least two directors, whilst every private company shall have at least one director. The business of a company shall be managed by the directors who may exercise all such powers of the company except those required to be exercised by the company in general meeting.

A person shall not be appointed a director of a company unless he has personally consented to act as a director, and unless he has declared to the Registrar whether he is aware of any circumstances which could lead to a disqualification from appointment or to hold office as a director of a company under the provisions of the Act or in another Member State.

A director of a company, other than the first directors, shall be appointed by ordinary resolution of the company in general meeting unless otherwise provided in the memorandum or articles of a company.

A director is removed by a simple majority (50% +1 of the votes represented and entitled to vote at the meeting) taken at a general meeting of the company.

A person shall not be qualified for appointment or to hold office as a director of a company if any of the disqualifications listed in the Act apply. These exclusions are all related to the prospective director's previous conduct.

For each accounting period the directors shall prepare a director’s report. Furthermore, in respect of each accounting period of a company, the directors shall lay before the company in general meeting for its approval copies of the annual accounts of the company for that period.

It is important to note that the personal liability of the directors in damages for any breach of duty shall be joint and several, unless the exemptions listed in the Act apply.