Can two directors sign an important contract without a board resolution?

Whether two directors acting without a formal board resolution can validly bind the company generally depends on what your specific memorandum and articles of association say about the directors' authority to represent the company, since the Companies Act, Chapter 386 of the Laws of Malta, allows companies considerable flexibility to define how signing authority operates internally. Many Maltese company articles do allow any two directors, or directors acting jointly in a specified manner, to bind the company for ordinary business matters without needing a formal resolution for every transaction, in which case the contract would likely be valid even without a board meeting. However, if the articles specifically require board approval for contracts above a certain value or of a particular nature, the two directors may have acted outside their authority internally, even though third parties dealing with the company in good faith are often still protected under general principles of company law. The third director should review the articles of association carefully and raise the governance issue formally within the company, while recognising that unwinding an already-signed contract with an external party is a separate and more complex question.