Company Share Transfer Agreement for Malta

Company Share Transfer Agreement Template for Malta

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Company Share Transfer Agreement

"I need a Company Share Transfer Agreement under Maltese law for the transfer of 1000 ordinary shares in a retail company, with completion scheduled for March 15, 2025, including standard warranties and a non-compete clause for the seller."

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What is a Company Share Transfer Agreement?

The Company Share Transfer Agreement is a crucial document used in Malta for executing the sale and purchase of shares in a Maltese company. It is essential for both private and public companies when transferring ownership interests, whether for a complete or partial stake. The agreement must comply with Maltese corporate law, particularly the Companies Act (Cap. 386), and may require additional considerations for regulated entities under MFSA oversight. This document typically includes comprehensive details about the transfer, including share valuation, payment terms, warranties, and specific conditions precedent. It's particularly important in Malta's dynamic business environment, where international business transactions are common and regulatory compliance is strictly enforced.

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

1. Parties: Identification of the Transferor (Seller) and Transferee (Buyer) with full legal names and addresses

2. Background: Context of the transaction, including details about the Company whose shares are being transferred

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

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

5. Consideration: Purchase price, payment terms, and payment method

6. Completion: Details of when and where completion will take place and what actions must occur at completion

7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Warranties from the buyer regarding authority to purchase and financial capacity

9. Tax Matters: Provisions relating to tax liabilities and obligations, including stamp duty

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process and requirements for giving formal notices under the agreement

12. Governing Law and Jurisdiction: Confirmation of Maltese law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

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

1. Regulatory Approvals: Required when the transfer needs MFSA or other regulatory approval

2. Non-Compete Provisions: Used when the seller needs to be restricted from competing post-sale

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

4. Pre-Completion Conditions: When certain conditions must be met before completion can occur

5. Post-Completion Obligations: When specific actions are required after completion

6. Bank Financing: Required when the purchase is being partially financed by a bank

7. Tag-Along/Drag-Along Rights: For transfers involving multiple shareholders

8. Employee Matters: When the transfer affects key employee arrangements

9. Intellectual Property Rights: When IP is a significant aspect of the company's value

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

1. Share Details: Detailed description of the shares being transferred including share certificate numbers

2. Company Information: Key details about the Company including registration number, registered office, directors, and share capital structure

3. Warranties: Detailed warranties given by the seller regarding the company and shares

4. Completion Requirements: Checklist of documents and actions required for completion

5. Encumbrances: List of any existing charges or encumbrances on the shares

6. Company Accounts: Latest financial statements or management accounts of the Company

7. Required Consents: List of third-party consents required for the transfer

8. Transfer Instruments: Form of share transfer instrument required under Maltese law

9. Board Resolutions: Pro-forma board resolutions approving the transfer

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

Professional Services

Real Estate

Manufacturing

Technology

Retail and Consumer

Healthcare

Gaming and Entertainment

Tourism and Hospitality

Maritime and Shipping

Construction and Development

Investment Services

Trading and Distribution

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Board of Directors

Due Diligence

Mergers & Acquisitions

Corporate Affairs

Risk Management

Investment

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Director of Corporate Affairs

Investment Manager

Corporate Services Manager

Due Diligence Officer

Financial Controller

Board Director

Managing Director

Shareholder

Corporate Governance Officer

Mergers & Acquisitions Manager

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