Company Share Purchase Agreement for Malta

Company Share Purchase Agreement Template for Malta

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Company Share Purchase Agreement

"I need a Company Share Purchase Agreement under Maltese law for the acquisition of 100% shares in a technology startup, with completion scheduled for March 2025 and including an earn-out mechanism based on the target's performance over the following two years."

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What is a Company Share Purchase Agreement?

The Company Share Purchase Agreement is a crucial document used in Malta for acquiring ownership of a company through the purchase of its shares. It is essential for both private and public company transactions, though terms may vary significantly based on the size and complexity of the deal. The agreement must comply with Maltese company law, particularly the Companies Act (Cap. 386), and includes provisions for share transfer procedures, warranties about the company's condition, and various protections for both parties. This document is typically prepared following due diligence and negotiations, and may require approval from regulatory authorities depending on the sector and transaction size. It serves as the definitive record of the transaction terms and is often accompanied by various ancillary documents to effect the transfer of ownership.

What sections should be included in a Company Share Purchase Agreement?

1. Parties: Identification of the seller(s), purchaser(s) and the target company, including their full legal names and registered addresses

2. Background: Recitals explaining the context of the transaction, including details of the target company and the shares being sold

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the number and class of shares being sold, and agreement to sell and purchase

5. Purchase Price: Details of the consideration, payment terms, and any price adjustment mechanisms

6. Completion: Mechanics of completion, including timing, location, and actions required at completion

7. Seller's Warranties: Standard warranties regarding the seller's capacity, share ownership, and target company

8. Purchaser's Warranties: Basic warranties regarding the purchaser's capacity and authority to enter into the transaction

9. Limitations on Liability: Limitations on warranty claims, including time limits, thresholds, and caps

10. Tax Covenants: Specific provisions dealing with tax liabilities and indemnities

11. Confidentiality: Obligations regarding transaction confidentiality and company information

12. Announcements: Requirements for public announcements about the transaction

13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

14. Notices: Process for serving notices under the agreement

15. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes

What sections are optional to include in a Company Share Purchase Agreement?

1. Conditions Precedent: Include when completion is subject to certain conditions being satisfied, such as regulatory approvals or third-party consents

2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

3. Non-competition Covenants: Include when restricting seller's future competitive activities is necessary

4. Transitional Services: Include when the seller needs to provide ongoing services post-completion

5. Employee Provisions: Include when specific arrangements for employees are required post-completion

6. Real Estate Provisions: Include when the target company owns significant real estate assets

7. Intellectual Property Rights: Include when IP assets are material to the transaction

8. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

9. Guarantee Provisions: Include when parent company or third-party guarantees are required

What schedules should be included in a Company Share Purchase Agreement?

1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries

2. Conditions Precedent: Detailed list of conditions to be satisfied before completion

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

4. Warranties: Full set of detailed warranties about the business and assets

5. Properties: Details of all real estate owned or leased by the target company

6. Intellectual Property: List of all IP rights owned or licensed by the target company

7. Material Contracts: Summary of key commercial contracts

8. Employees: Details of employees and their terms of employment

9. Tax Affairs: Details of tax positions and ongoing matters

10. Disclosed Documents: List of documents disclosed against the warranties

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Energy

Transportation

Telecommunications

Hospitality

Construction

Media and Entertainment

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Tax

Corporate Secretarial

Executive Leadership

Due Diligence

Corporate Finance

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Director of Mergers & Acquisitions

Investment Manager

Business Development Director

Corporate Finance Manager

Financial Controller

Risk Manager

Compliance Officer

Due Diligence Manager

Transaction Advisory Manager

Board Member

Managing Director

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