Company Investment Agreement for Malta

Company Investment Agreement Template for Malta

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Company Investment Agreement

"I need a Company Investment Agreement under Maltese law for a €2 million investment in a technology startup, with anti-dilution protection and board representation rights for the investor, to be completed by March 2025."

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What is a Company Investment Agreement?

The Company Investment Agreement serves as the primary legal instrument for structuring and documenting corporate investments in Malta. This document is essential when investors are acquiring shares in a Maltese company, whether through primary issuance or secondary purchase. It must comply with the Malta Companies Act and MFSA regulations while addressing key aspects such as investment terms, shareholder rights, governance structures, and exit mechanisms. The agreement is particularly crucial in Malta's growing business ecosystem, where international investment flows are significant and regulatory compliance is stringent. It typically includes comprehensive provisions for investor protection, corporate governance, and regulatory compliance, making it suitable for both domestic and cross-border investments. The document's importance has increased with Malta's emergence as a financial services hub and its attraction of foreign direct investment across various sectors.

What sections should be included in a Company Investment Agreement?

1. Parties: Identifies and defines all parties to the agreement, including the company, investors, and any guarantors

2. Background: Sets out the context of the investment and the company's business

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Investment Terms: Details the investment amount, share class, price per share, and payment terms

5. Completion: Specifies the conditions precedent, completion mechanics, and timing

6. Warranties and Representations: Contains warranties given by the company and existing shareholders

7. Investor Rights: Outlines voting rights, board representation, and information rights

8. Transfer Restrictions: Details restrictions on share transfers and pre-emption rights

9. Tag and Drag Rights: Establishes co-sale rights and forced sale provisions

10. Anti-dilution Protection: Protects investor's shareholding percentage in future funding rounds

11. Confidentiality: Defines confidential information and usage restrictions

12. Covenants: Sets out ongoing obligations of the company and existing shareholders

13. Term and Termination: Specifies agreement duration and termination circumstances

14. Notices: Details how formal communications between parties should be made

15. General Provisions: Contains boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Company Investment Agreement?

1. Founder Commitments: Used when founders are required to give specific commitments regarding their continued involvement

2. Employee Share Option Pool: Included when establishing or maintaining an ESOP as part of the investment

3. Strategic Collaboration: Required when the investor will provide specific strategic support beyond capital

4. Put Option: Included when investors are given the right to sell shares back to the company/founders

5. Dividend Rights: Detailed when specific dividend preferences or policies are established

6. Anti-Competition: Used when restricting competitive activities of founders or key shareholders

7. Intellectual Property Assignment: Included when IP transfer or protection needs specific attention

8. Multiple Closing Provisions: Required for investments with multiple tranches or closing dates

What schedules should be included in a Company Investment Agreement?

1. Schedule 1: Company Details: Contains detailed corporate information, cap table, and corporate structure

2. Schedule 2: Warranties: Comprehensive list of company warranties and representations

3. Schedule 3: Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4: Reserved Matters: List of decisions requiring investor consent

5. Schedule 5: Share Capital and Rights: Detailed description of share classes and associated rights

6. Schedule 6: Business Plan: Company's business plan and financial projections

7. Schedule 7: Deed of Adherence: Template for future shareholders to join the agreement

8. Appendix A: Disclosure Letter: Company's disclosures against the warranties

9. Appendix B: Board Resolutions: Form of board resolutions approving the investment

10. Appendix C: Share Certificates: Forms of share certificates to be issued

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Gaming and iGaming

Maritime and Shipping

Manufacturing

Healthcare and Pharmaceuticals

Real Estate and Property Development

Professional Services

Telecommunications

Blockchain and Cryptocurrency

Tourism and Hospitality

E-commerce

Energy and Renewables

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Corporate Secretariat

Investment

Board of Directors

Executive Leadership

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Corporate Development Director

Compliance Officer

Board Director

Managing Director

Finance Director

Business Development Director

Risk Manager

Industries
Companies Act (Chapter 386 of the Laws of Malta): Primary legislation governing company formation, operation, and corporate governance in Malta. Crucial for structuring investment terms, share classes, and corporate rights.
Investment Services Act (Chapter 370): Regulates investment services and collective investment schemes. Essential for ensuring compliance with investment regulations and licensing requirements.
Malta Financial Services Authority Act (Chapter 330): Establishes regulatory framework for financial services in Malta. Relevant for ensuring compliance with regulatory requirements for investments.
Prevention of Money Laundering Act (Chapter 373): Sets out anti-money laundering requirements. Important for due diligence and verification procedures in investment transactions.
Income Tax Act (Chapter 123): Governs taxation of corporate investments and capital gains. Critical for structuring investment terms and understanding tax implications.
Duty on Documents and Transfers Act (Chapter 364): Regulations regarding stamp duty on share transfers and corporate documents. Relevant for investment execution and transfer provisions.
Control of Concentrations Regulations (Subsidiary Legislation 379.08): Merger control regulations that may apply to substantial investments. Important for large-scale investments or acquisitions.
Companies Act (Register of Beneficial Owners) Regulations: Requirements for reporting and registering beneficial ownership. Essential for transparency in investment structures.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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