The role and function of the company secretary : the local experience

Abstract

The Companies Act 1995 (Act :XXV) has replaced the Commercial Ordinance of 1962 in regulating limited liability companies and other commercial partnerships. It has considerably modernized and upgraded Maltese company law in order to be more or less in line with and up to the same standards as the Company Law directives of the European Union. The new Act used the foundations of the Commercial Partnerships Ordinance 1962 and created a more sophisticated framework for the administration and regulation of companies. Under our law, the institute of the company secretary was first introduced by the Commercial Partnership Ordinance (CPO) which however, did not specify any roles or functions of the company secretary. The new legislation introduced for the first time the requirement that all public and private limited companies must appoint a company secretary. This thesis is an analysis of the legal framework underlying the role and function of the company secretary. It explores the manner in which the company secretary carries out his role and function within the structure of the limited liability company and identifies practical problems which arise from adherence to the law.