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The Importance of Drafting Meeting Minutes and the Implications Under Maltese Company Law

The Importance of Drafting Meeting Minutes and the Implications Under Maltese Company Law

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The Importance of Drafting Meeting Minutes

Meeting minutes are more than just a summary of what transpired during a meeting. They serve several key purposes for companies, including:

  1. Legal Compliance: Meeting minutes are essential for complying with the legal requirements set out by Maltese Company Law. They ensure that corporate decisions are properly documented, which is important for transparency and accountability.
  2. Corporate Governance: Properly drafted minutes reflect the transparency of decision-making processes within the company. They offer a clear record of who made specific decisions, what actions were approved, and who was present at the meeting. This is essential for effective corporate governance and internal controls.
  3. Evidence for Dispute Resolution: In the event of a dispute, whether internal or external, the meeting minutes act as an official record that can be referred to as evidence. They can help clarify the details of any decisions or agreements made and can be crucial in legal proceedings or arbitration.
  4. Regulatory Requirements: Under Maltese law, companies are required to keep accurate records of their meetings and resolutions. Failure to do so could result in non-compliance with regulatory requirements, potentially leading to legal and financial consequences.
  5. Decision Tracking: Meeting minutes help track the progress of decisions and actions, ensuring that items discussed are followed up on in subsequent meetings. This helps the company stay organized and focused on its goals.

The Act outlines the legal framework within which companies must operate, including requirements for documenting meetings. Key implications include:

  1. Board of Directors’ Meetings: According to Maltese law, companies must hold board meetings, and the minutes of these meetings must be accurately recorded and maintained. The minutes should clearly reflect the decisions made, actions approved, and any resolutions passed during the meeting. These minutes must be signed by the chairperson of the meeting and the secretary of the meeting.
  2. General Meetings: In addition to board meetings, Maltese companies are also required to maintain minutes for general meetings, such as annual general meetings (AGMs) and extraordinary general meetings (EGMs). The minutes of these meetings must be made available to shareholders and should include details of resolutions passed and other significant matters discussed.
  3. Legal Consequences of Non-Compliance: Failure to accurately record meeting minutes or comply with the legal obligations of documentation can lead to serious implications, including fines or penalties. In some cases, the failure to maintain proper minutes can be grounds for legal action, particularly in disputes over shareholder decisions or director actions.
  4. Filing Requirements: Certain resolutions passed at meetings (e.g., changes in share capital, amendments to the memorandum or articles of association) must be filed with the Malta Business Registry. In such cases, the minutes act as supporting documentation to ensure compliance with filing requirements.

The Role of the Company Secretary in Drafting Meeting Minutes

One of the key roles within a company’s governance structure is that of the Company Secretary. According to Maltese Company Law, the company secretary plays an integral part in ensuring that the company adheres to legal and regulatory obligations, including those related to meeting minutes.

The Company Secretary is responsible for:

  1. Ensuring Legal Compliance: The secretary ensures that minutes are drafted in accordance with legal requirements and corporate governance practices, maintaining proper records of meetings and resolutions.
  2. Record Keeping: The company secretary is responsible for ensuring that accurate and complete minutes are recorded and stored. These minutes must be signed by the appropriate parties and kept in the company’s minute book.
  3. Organizing Meetings: The secretary plays a vital role in organizing and scheduling meetings, sending notices to members, and ensuring that all statutory requirements for meetings are met, such as quorum and voting procedures.
  4. Drafting and Reviewing Minutes: After each meeting, the company secretary is typically responsible for drafting the minutes based on the discussions held. The secretary ensures that the minutes are a true and fair reflection of the meeting and complies with all necessary formalities.
  5. Circulation and Approval: Once the minutes are drafted, the company secretary circulates them to the board members or shareholders for approval. Any amendments are made before the minutes are finalized and signed.

The Risks of Inadequate or Improper Meeting Minutes

Failing to properly draft meeting minutes or to maintain them according to legal requirements can expose a company to significant risks. Some of these risks include:

  • Loss of Legal Protections: In the event of a legal dispute, poor or incomplete meeting minutes can undermine a company’s position, making it difficult to defend decisions made by the board or shareholders.
  • Regulatory Penalties: Failure to comply with the statutory requirements for recording and filing minutes can result in fines or other penalties.
  • Corporate Mismanagement: Inaccurate or incomplete minutes can lead to confusion about decisions and actions, which can cause operational inefficiencies and potential mismanagement.

How Vaia Legal Can Help

At Vaia Legal, we understand the critical importance of ensuring good corporate governance and the essential role it plays in ensuring transparency, accountability, and ethical decision-making within an organization. As part of maintaining proper governance practices, Vaia Legal recognizes the legal obligation to keep accurate and comprehensive meeting minutes, documenting key decisions, discussions and actions taken during meetings. These minutes serve as an important record to uphold accountability and ensure compliance with regulatory requirements.

As a licensed company service provider, Vaia Legal offers comprehensive services to assist businesses in drafting meeting minutes, managing corporate governance, and ensuring legal compliance. If you require assistance with company secretarial services, contact Vaia Legal today to learn how we can support your business in maintaining compliance and effective governance.

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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.