The revision of the Maltese companies act

Abstract

The aim of this thesis is two-fold. Firstly, an examination of the current position of Maltese companies under the Maltese Companies Act, 1995 is held. Secondly, and most importantly, the aim behind the thesis is to highlight aspects within Maltese company law which require attention and, furthermore, revision. The impetus of this thesis has been the extensive amendments that have come into force by October 2009 to the UK Companies Act, wherein numerous changes to UK company law were put into effect. The crux as shall be seen is the Maltese private company and changes to public companies have not been discussed herein. The thesis aims to follow this iter. The constitution documents will be examined first, as the parting shot for the existence of companies. The role of the Memorandum and Articles of Association, the function of the objects clause and the authorised share capital therein, will be scrutinised. Furthermore, there will be an examination of the articles of association and the purpose of a set of default articles within the Companies Act. This leads to the decision-making processes of companies: the annual general meeting and an appraisal of its requirement and its agenda, written resolutions of companies and the function of e-communication. The main topic within this thesis deals with directors' duties. A look at the directors' juridical character helps to shed light on what the duties of directors entail and the existence of scope for revision in this regard. Is there a need for the statutory introduction of 'corporate social responsibility'? The following discussion focuses on conflicts of interests of directors, with a comparison being drawn between shareholder and director authorisation. This leads to an in-depth examination of the derivative claims under UK and Maltese law. Finally, the position and function of the company secretary is discussed under different jurisdictions. The aim has been to give a balanced judgement on the advantages and disadvantages of proposals put forward, always seeking the benefit for companies in the Maltese scenario.