A Directors Resolution is a crucial corporate governance document used to formally record decisions made by a company's board of directors in Malta. This document is required whenever the board needs to make official decisions about company matters, ranging from routine operational decisions to significant corporate actions such as approving contracts, authorizing signatories, declaring dividends, or appointing officers. Under Maltese law, particularly the Companies Act (Chapter 386), directors' resolutions must follow specific formatting and execution requirements to be valid. The resolution can be passed either during a properly convened board meeting or through written resolution, provided it complies with the company's articles of association. Certain resolutions may need to be filed with the Malta Business Registry or other regulatory bodies, making it essential to maintain proper documentation and follow prescribed procedures.
Directors Resolution for Malta
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Directors Resolution
"I need a Directors Resolution for my Maltese company to approve the appointment of a new Chief Financial Officer and authorize banking signatories, to be effective from March 1, 2025."
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1. Title and Date: Formal title of the resolution and date of passing
2. Company Details: Full legal name of the company, registration number, and registered address
3. Preliminary Details: Confirmation of proper notice, quorum requirements and meeting details (or written resolution confirmation)
4. Recitals: Background information explaining why the resolution is necessary
5. Resolution Text: The actual decision(s) being made, clearly stated using 'RESOLVED THAT' format
6. Certification: Statement certifying that the resolution was duly passed in accordance with the company's articles
7. Execution Block: Space for director signatures and date of signing
1. Attendance Register: List of directors present/absent - required when resolution is passed at a meeting rather than by written resolution
2. Declarations of Interest: Required when any director has a personal interest in the matter being decided
3. Voting Results: Include when there's a split vote or when specifically required by articles
4. Chairman's Signature Block: Required when company articles specify that chairman must separately sign
5. Company Secretary Attestation: Required when company has a secretary or when dealing with certain regulatory matters
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts being approved)
2. Legal Opinion: If the resolution is based on legal advice received
3. Financial Statements: When resolution relates to financial matters or annual accounts approval
4. Notice of Meeting: Copy of the notice sent to directors (if resolution passed at a meeting)
5. Powers of Attorney: If any director is acting through a power of attorney
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Professional Services
Tourism and Hospitality
Transportation and Logistics
Energy
Telecommunications
Construction
Education
Gaming and Entertainment
Relevant Teams
Legal
Corporate Governance
Board Administration
Compliance
Corporate Secretariat
Risk Management
Executive Office
Administrative Support
Regulatory Affairs
Relevant Roles
Director
CEO
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Chairman
Managing Director
Chief Financial Officer
Corporate Governance Officer
Risk Manager
Board Administrator
Executive Director
Non-Executive Director
Independent Director
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