Maltese private and public companies are required to have one or more directors who administrate the business operations. The term “nominee director” is usually used when incorporating an offshore company, but the Maltese Companies Act does not make any specifications about the role of the nominee director in particular, that is why an individual acting as a nominee director will have the same powers and responsibilities as all the other company directors.
The nominee director is usually registered as the company’s administrator with the Companies Registrar in Malta. The identity of one of the shareholders or directors may be replaced with the name of the nominee director. According to the Commercial Code, a Maltese company’s articles of association must contain information about the registered office, share capital and administrator or administrators. When appointing a nominee director, it will be his or her name mentioned in the articles of association.
The nominee director may be provided by the Maltese company formation representatives upon the incorporation of the business. The nominee director may be an individual or a legal person. In Malta, the nominee director can successfully replace the company’s administrator. The nominee director may also be replaced by a trustee authorized by the Malta Financial Services Authority.
The nominee director in Malta may be responsible for assembling the shareholders’ general meetings, conduct the company incorporation procedures and also the liquidation or merger and acquisition procedures. The nominee director is also allowed to hold the Maltese company’s accounting records, prepare reports and present them in front of the shareholders. Furthermore, the nominee director may also represent the company in relation to third parties.
Among the advantages of appointing a nominee director in Malta is the confidentiality related to the identity of the company’s owners. The nominee director may also be a company specialized in business incorporation which will reduce the registration time.
For details about company registration and appointing nominee directors, you can contact our Maltese company formation agents.