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Duties and obligations of directors in Malta.

Duties and obligations of directors in Malta.

date

area

  • corporate

reading time

3 minutes

Applicable to both private & public company directors

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.

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Yanika Ciantar-Barbara

Lawyer

Dr. Ciantar-Barbara is an experienced lawyer specialising in corporate and commercial law. She graduated with a Doctor of Laws degree from the University of Malta in 2012 and went on to obtain a Master of Laws (LL.M.) in Corporate and Commercial Law from Queen Mary, University of London in 2014.

With over a decade of experience at a leading Big Four firm, Dr Ciantar-Barbara has advised a wide range of local and international clients on complex company law matters. Her practice covers all stages of a company’s lifecycle, including formation, continuation, restructuring, cross-border mergers and divisions, acquisitions, and liquidations. She also assists clients with their day-to-day corporate governance and compliance obligations, including beneficial ownership requirements and statutory reporting.

In addition to her core focus on corporate law, Dr Ciantar-Barbara has handled various employment law matters, offering guidance on issues such as employment contracts and
workplace policies.

Proud member of the Chamber of Advocates and the Institute of Financial Services Practitioners.

Yanika Ciantar-Barbara

Legal Consultant

Dr. Ciantar-Barbara is an experienced lawyer specialising in corporate and commercial law. She graduated with a Doctor of Laws degree from the University of Malta in 2012 and went on to obtain a Master of Laws (LL.M.) in Corporate and Commercial Law from Queen Mary, University of London in 2014.

With over a decade of experience at a leading Big Four firm, Dr. Ciantar-Barbara has advised a wide range of local and international clients on complex company law matters. Her practice covers all stages of a company’s lifecycle, including formation, continuation, restructuring, cross-border mergers and divisions, acquisitions, and liquidations. She also assists clients with their day-to-day corporate governance and compliance obligations, including beneficial ownership requirements and statutory reporting.

In addition to her core focus on corporate law, Dr Ciantar-Barbara has handled various employment law matters, offering guidance on issues such as employment contracts and workplace policies.

Proud member of the Chamber of Advocates and the Institute of Financial Services Practitioners.

Valeriia Simutina

Valeriia Simutina

Office Administrator

As the Office Administrator at Vaia Legal, Valeriia ensures that the firm’s operations run smoothly and efficiently. She specializes in administrative coordination, office management, and business support, allowing the legal team to focus on delivering top-tier services to clients.

Holding a degree in Marketing from Kyiv University, she brings strong organizational and communication skills to her role. Since moving to Malta in 2022, she has been actively involved in office administration, supporting the firm with structured processes and strategic planning. Her ability to anticipate operational needs and implement effective solutions makes her an invaluable part of the Vaia Legal team.

Giovana Cauchioli

Legal Administrator

Giovana Cauchioli joined Vaia Legal as a Legal Administrator, bringing a strong background in legal operations and compliance. She graduated with a Bachelor of Law degree from Universidade Presbiteriana Mackenzie in 2019 and was admitted to the Brazilian bar in the same year. With several years of experience in litigation and general contracts, Giovana has developed a solid understanding of legal frameworks and regulatory processes.

Her professional experience covers various legal sectors, allowing her to provide valuable support in legal administration, contract management, and compliance-related matters. Throughout her career, she has refined her ability to assist in structuring efficient legal processes and ensuring that regulatory requirements are met.

At Vaia Legal, Giovana plays a key role in facilitating legal operations, ensuring that the firm’s work is carried out smoothly and efficiently. Her analytical approach, attention to detail, and commitment to excellence contribute to the firm’s ability to deliver high-quality legal services to its clients.

Dr. Katrina Abela

Founder

Seasoned Lawyer, specializing in Maritime and Aviation Law, having graduated from the University of Malta in 2013. Experienced in yacht and aircraft sale and purchase transactions as well as ownership structures, customs importations, and registration. Successfully assisted several companies in acquiring a Maltese Air Operator’s Certificate, as the key link between the applicant and local authorities, while also consulting on regulatory matters.


Specialties: Commercial Agreements, Sale and Purchase Transactions for Vessels and Aircrafts, Regulation of Aircraft Customs and VAT Status, Importation and Registration matters, AOC applications, Ownership structures and others



Proud member of the Chamber of Advocates, Malta Business Aviation Association, Malta Maritime Law Association and the Advocacy Committee of the European Business Aviation Association.