MFSA issues new Dear CEO Letter: Thematic Review on Adequate Oversight when Arranging for Other Persons to Act as Directors and/or Company Secretaries
On 16 July 2026, the MFSA published a Dear CEO Letter addressed to Company Service Providers (CSPs), setting out the findings of a thematic review into how CSPs oversee natural persons arranged to act as directors and/or company secretaries of client entities.
๐ช๐ต๐ ๐ถ๐ ๐บ๐ฎ๐๐๐ฒ๐ฟ๐
Arranging Services sit at the heart of good corporate governance. If poorly overseen, they can slide into “rubber-stamping” appointments with little real oversight, or “letterbox” directorships that expose CSPs to serious ML/FT and governance risk. The MFSA flagged this as a 2025 supervisory priority, and this letter shares the outcome of a questionnaire sent to 50 of the 82 licensed Class B and C CSPs offering these services.
๐๐ฒ๐ ๐๐ฎ๐ธ๐ฒ๐ฎ๐๐ฎ๐๐ ๐ณ๐ฟ๐ผ๐บ ๐๐ต๐ฒ ๐ฟ๐ฒ๐๐ถ๐ฒ๐:
๐ ๐๐ฒ๐ณ๐ถ๐ป๐ถ๐ป๐ด ๐๐ต๐ฒ ๐๐ฒ๐ฟ๐๐ถ๐ฐ๐ฒ: Nearly a third of CSPs surveyed could not clearly articulate what “Arranging Services” actually involves, a gap the Authority views as a real governance weakness.
๐ ๐๐ถ๐๐ป๐ฒ๐๐ & ๐ฝ๐ฟ๐ผ๐ฝ๐ฒ๐ฟ๐ป๐ฒ๐๐: Most CSPs run checks at appointment, but the MFSA is clear these must continue on an ongoing basis, and can’t simply rely on on the Authority’s own approval stage assessment.
๐ ๐ข๐๐ฒ๐ฟ๐๐ถ๐ด๐ต๐ & ๐ฟ๐ฒ๐ฝ๐ผ๐ฟ๐๐ถ๐ป๐ด: While most CSPs monitor arranged persons in some form, only a small share request updates covering the full range of governance, financial and compliance matters the Authority expects to see.
๐ ๐ง๐ถ๐บ๐ฒ ๐ฐ๐ผ๐บ๐บ๐ถ๐๐บ๐ฒ๐ป๐: The review uncovered extreme cases, including one individual holding 151 directorships. The MFSA wants a genuine assessment of workload based on substance rather than form, not a box ticking count of appointments.
๐ช๐ต๐ฎ๐ ๐๐ฆ๐ฃ๐ ๐๐ต๐ผ๐๐น๐ฑ ๐ฑ๐ผ ๐ป๐ฒ๐
๐
The Authority is asking ๐ข๐ญ๐ญ CSPs providing Arranging Services, not only those sampled, to carry out and document a gap analysis against the findings, ready to be produced on request.
If your firm arranges directors or company secretaries for clients, this letter is worth a close read. ๐
๐ Read the full Dear CEO Letter here: https://www.mfsa.mt/wp-content/uploads/2026/07/Dear-CEO-Letter-Thematic-Review-on-adequate-Oversight-when-Arranging-for-Other-Persons-to-act-as-Directors-andor-Company-Secretaries.pdfย
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