Company Minutes are fundamental corporate governance documents required for all companies registered in Malta. These minutes must be prepared and maintained in accordance with the Companies Act (Cap. 386) and related regulations. They serve as the official record of proceedings during board meetings, shareholder meetings, and committee meetings, documenting key decisions, discussions, and resolutions that shape the company's direction. The minutes must be kept at the company's registered office and may be subject to review by authorities, auditors, or legal professionals. Proper maintenance of Company Minutes is not just a legal requirement but also serves as protection for directors and officers, providing evidence of due diligence and proper decision-making processes.
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1. Meeting Details: Date, time, venue, and type of meeting (Board/Shareholders/Committee)
2. Attendance: List of present and absent directors/shareholders, quorum confirmation, and any other attendees (e.g., company secretary, advisors)
3. Chairman and Secretary: Identification of meeting chairman and person recording minutes
4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Previous Minutes: Confirmation of previous minutes' approval and any matters arising
6. Agenda Items: Detailed record of each agenda item discussed and decisions made
7. Resolutions: Formal recording of all resolutions passed, including voting results if applicable
8. Close of Meeting: Time of meeting conclusion and date of next meeting if scheduled
9. Signature Block: Space for Chairman's signature and date of approval
1. Declarations of Interest: Required when directors need to declare any interests in matters being discussed
2. Reports Presented: When financial reports, management reports, or other documents are presented for discussion
3. Committee Updates: When updates from various committees need to be recorded
4. Special Business: For any extraordinary items requiring specific notation or special resolutions
5. Regulatory Compliance Notes: When specific regulatory matters are discussed or compliance confirmations are needed
6. Reserved Matters: When decisions requiring special approval or majority are discussed
1. Attendance Register: Detailed list of attendees with signatures (if physical meeting)
2. Supporting Documents: Key documents discussed or presented during the meeting
3. Proxy Forms: If any attendees participated through proxy representation
4. Financial Reports: Any financial statements or reports discussed during the meeting
5. Presentation Materials: Copies of any presentations or materials shown during the meeting
6. Legal Certificates: Any legal or regulatory certificates referenced or required for decisions made
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