Director Service Agreement Template (Malta) — Kuntratt ta' Direttur
Updated on 13 August 2026
Maltese company law is governed by the Companies Act, Chapter 386 of the Laws of Malta, a distinct regime from the UK Companies Act 2006 rather than a version of it. Directors are bound to act honestly and in good faith in the best interests of the company, and the Act voids any provision — whether in the memorandum and articles or in any contract with the company — that exempts or indemnifies an officer from liability for breach of duty, negligence or default.
A director agreement copied from a UK or US template, citing sections that Cap. 386 does not contain, gets the Maltese legal position wrong at the point it matters most: the indemnity clause. This template is built around the Act Malta actually has.
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Director Service Agreement
- Date:
- Company:
- Director:
The Director was appointed with effect from under the Company's memorandum and articles of association. This Agreement records the terms of service; the Company confirms it has filed Form K with the Malta Business Registry.
1. Duty
The Director shall act honestly and in good faith in what the Director considers to be the best interests of the Company.
2. Compensation
The Company shall pay the Director an annual fee of .
3. Insurance
The Company shall maintain directors' and officers' liability insurance with a limit of not less than . Any provision purporting to exempt or indemnify the Director from liability for breach of duty, negligence or default is void and of no effect.
4. General
This Agreement is governed by the laws of Malta.
For the Company
Date:
Director
Date:
State the duty honestly, by its own name
This template states the director's duty as the Act frames it: to act honestly and in good faith in what the director considers to be the best interests of the company, rather than citing the differently worded UK statutory duties.
Do not promise a void indemnity
Any provision, in the company's constitutional documents or in any contract with the company, that exempts or indemnifies a director from liability for breach of duty, negligence or default is void under Cap. 386. This template relies on directors' and officers' insurance rather than an indemnity clause the Act would strike down.
File the change with the Malta Business Registry
A change among a company's directors must be notified to the Registrar of Companies using Form K (or Form K1, where applicable), specifying the effective date of the change, signed by a director or the company secretary. This template records that filing obligation as part of the appointment process.
Clause-by-clause guide
- Recital of appointment
- Records the appointment under the company's constitutional documents, with the Malta Business Registry filing noted separately.
- Duty of honesty and good faith
- States the duty as Cap. 386 frames it.
- Insurance rather than indemnity
- Relies on D&O insurance, since a broad indemnity for breach of duty is void.
- Fees
- The annual fee and expense policy.
Malta compliance checklist
Maltese company law is its own regime, not a version of UK law.
File Form K with the Malta Business Registry
A change among directors must be notified to the Registrar of Companies specifying the effective date, signed by a director or company secretary.
Malta Business Registry — Form KDo not promise a broad indemnity
Any provision exempting or indemnifying an officer from liability for breach of duty, negligence or default is void under the Companies Act, Cap. 386.
State the duty correctly
Directors must act honestly and in good faith in the best interests of the company — describe the duty in those terms rather than importing UK statutory language.
How to complete the director service agreement
- Confirm the appointment. File Form K with the Malta Business Registry.
- Set the fee. Add the annual fee and expense policy.
- Confirm the insurance. Set the D&O policy limit rather than relying on an indemnity clause.
- Sign. Both parties sign and the company keeps the agreement with its records.
Frequently asked questions
Is Malta's company law the same as the UK's?
No — Malta has its own Companies Act, Chapter 386 of the Laws of Malta, a distinct regime rather than a version of the UK Companies Act 2006.
Can a Maltese company indemnify a director for breach of duty?
No — any provision exempting or indemnifying an officer from liability for breach of duty, negligence or default is void under Cap. 386. Rely on insurance instead.
How is a director change filed in Malta?
Using Form K, notifying the Registrar of Companies of the change and its effective date, signed by a director or the company secretary.
What is the core director duty under Maltese law?
To act honestly and in good faith in what the director considers to be in the best interests of the company.
Is a non-executive director an employee in Malta?
No — a directorship is a distinct role from employment; if the same person is also employed, that relationship has its own contract.
Related templates
Disclaimer
This template and guide are for general information only. They are not legal advice, and no Maltese-qualified lawyer has reviewed or approved them.
