Memorandum Of Understanding Shareholders Agreement for Malta

Memorandum Of Understanding Shareholders Agreement Template for Malta

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Memorandum Of Understanding Shareholders Agreement

"I need a Memorandum of Understanding Shareholders Agreement for my Malta-based tech startup with three international shareholders (from UK, Germany, and Malta), including specific provisions for future funding rounds and technology IP protection."

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What is a Memorandum Of Understanding Shareholders Agreement?

The Memorandum of Understanding Shareholders Agreement is a crucial document used in Malta to establish and regulate the relationship between shareholders in a company. It serves as a binding agreement that supplements the company's memorandum and articles of association, providing detailed provisions for shareholder rights, corporate governance, and business operations. This document is particularly important in Malta's corporate landscape, where companies must comply with specific regulatory requirements under the Companies Act (Chapter 386) and related legislation. It is commonly used when establishing new companies, bringing in new shareholders, or formalizing existing shareholder arrangements. The agreement typically includes provisions for share transfers, voting rights, dividend policies, management structure, and dispute resolution mechanisms, all tailored to comply with Maltese legal requirements.

What sections should be included in a Memorandum Of Understanding Shareholders Agreement?

1. Parties: Identification and details of all shareholders and the company

2. Background: Context of the agreement, company information, and purpose of the MOU

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Share Capital and Shareholding Structure: Details of company's share capital and shareholders' respective holdings

5. Management and Control: Governance structure, board composition, and decision-making processes

6. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights

7. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Dispute Resolution: Procedures for resolving disputes between shareholders

10. Term and Termination: Duration of the agreement and circumstances for termination

11. General Provisions: Standard legal provisions including notices, amendments, and governing law

What sections are optional to include in a Memorandum Of Understanding Shareholders Agreement?

1. Pre-emptive Rights: Procedures for new share issuance and existing shareholders' rights to maintain ownership percentage

2. Tag-Along and Drag-Along Rights: Rights of minority shareholders to join in sale (tag-along) and majority shareholders to force sale (drag-along)

3. Dividend Policy: Framework for distribution of profits, if specific policy needed

4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with company or poaching employees/clients

5. Deadlock Resolution: Specific procedures for resolving management deadlocks in 50/50 partnerships

6. Reserved Matters: List of decisions requiring special majority or unanimous consent

7. Share Valuation: Methods for determining share value in various circumstances

8. Intellectual Property Rights: Provisions regarding ownership and use of IP if relevant to the business

What schedules should be included in a Memorandum Of Understanding Shareholders Agreement?

1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors

2. Schedule 2: Shareholding Structure: Detailed breakdown of share ownership and share classes

3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special approval

4. Schedule 4: Share Transfer Procedures: Detailed procedures and forms for share transfers

5. Schedule 5: Business Plan: Initial business plan or strategic objectives if agreed

6. Appendix A: Board Resolution Template: Standard format for board resolutions

7. Appendix B: Share Transfer Form: Template for executing share transfers

8. Appendix C: Deed of Adherence: Template for new shareholders joining the agreement

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

Technology and Software

Financial Services

Manufacturing

Real Estate

Professional Services

Healthcare

Retail and Consumer Goods

Tourism and Hospitality

Energy and Utilities

Transportation and Logistics

Media and Entertainment

Education

Construction

Agriculture

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Affairs

Compliance

Finance

Risk Management

Company Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Director

Investment Manager

Compliance Officer

Board Director

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

Risk Manager

Company Director

Corporate Affairs Manager

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