In accordance with the Companies Act, Chapter 386 of the Laws of Malta (the ‘Act’), maintaining proper corporate governance and complying with regulatory requirements is essential for all companies operating in Malta. One of the key elements of corporate governance is the accurate drafting and maintenance of meeting minutes. Meeting minutes serve as the official record of decisions made and discussions held during meetings of the board of directors, shareholders, and other governing bodies.

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:

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.
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.
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.
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.
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.

Implications Under Maltese Company Law

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

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.
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.
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.
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:

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.
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.
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.
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.
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.