Operating Agreement for Malta

Operating Agreement Template for Malta

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Operating Agreement

"Need a Maltese Operating Agreement for a new fintech startup launching in March 2025, with three founding members and provisions for future investor admission, including specific clauses for cryptocurrency operations and regulatory compliance with MFSA requirements."

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What is a Operating Agreement?

The Operating Agreement is a crucial document required when establishing or restructuring a limited liability company in Malta. It serves as the foundational document that governs the company's internal operations, management structure, and member relationships. This agreement is particularly important in the Maltese context due to the jurisdiction's comprehensive company law framework and its position as a European Union member state. The Operating Agreement must comply with the Maltese Companies Act (Cap. 386) while addressing specific business needs, including capital structure, management rights, profit distribution, and dispute resolution mechanisms. It's especially relevant for international businesses utilizing Malta's favorable business environment and requires careful consideration of both local and EU regulations.

What sections should be included in a Operating Agreement?

1. Parties: Identifies all members/shareholders of the company and their contact details

2. Background: Sets out the context of the agreement and the company's formation

3. Definitions: Defines key terms used throughout the agreement

4. Company Formation and Purpose: Details about the company's establishment, registration details, and business objectives

5. Capital Contributions: Specifies initial and subsequent capital contributions from members

6. Membership Interests: Defines ownership percentages and classes of membership interests

7. Management Structure: Outlines the management framework, roles, and decision-making processes

8. Meetings and Voting: Procedures for member meetings, voting rights, and quorum requirements

9. Financial Affairs: Covers accounting practices, distributions, and fiscal year details

10. Transfer of Interests: Rules governing the transfer of membership interests

11. Exit Provisions: Procedures for member withdrawal, expulsion, or company dissolution

12. Confidentiality: Obligations regarding company confidential information

13. Notices: Communication procedures between members and the company

14. Governing Law: Confirms Maltese law as governing law and jurisdiction

15. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement

What sections are optional to include in a Operating Agreement?

1. Intellectual Property Rights: Required when the company owns or develops significant IP assets

2. Non-Competition and Non-Solicitation: Include when members need to be restricted from competing activities

3. Tag-Along and Drag-Along Rights: Important for companies planning future investment or exit strategies

4. Special Purpose Vehicle Provisions: Required when the company is established as an SPV

5. Regulatory Compliance: Necessary for regulated industries or financial services businesses

6. Employee Participation Scheme: Include when implementing employee ownership programs

7. International Operations: Required for companies operating across multiple jurisdictions

8. Digital Assets and Cryptocurrency: Include for companies dealing with digital assets or crypto operations

What schedules should be included in a Operating Agreement?

1. Schedule 1 - Member Details: Detailed information about members including contact details and initial capital contributions

2. Schedule 2 - Share Capital Structure: Breakdown of share classes, rights, and ownership percentages

3. Schedule 3 - Business Plan: Initial business plan and strategic objectives

4. Schedule 4 - Management Procedures: Detailed procedures for day-to-day management and decision-making

5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous consent

6. Schedule 6 - Valuation Methodology: Agreed methods for valuing membership interests

7. Appendix A - Company Formation Documents: Copies of registration documents and certificates

8. Appendix B - Initial Resolutions: Copy of initial member resolutions establishing the company

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

Technology

Gaming and iGaming

Maritime and Shipping

Professional Services

Manufacturing

Real Estate

Healthcare

Retail and Commerce

Tourism and Hospitality

Digital Services

Cryptocurrency and Blockchain

Import/Export

Consultancy Services

Education and Training

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Operations

Company Secretariat

Investment

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Compliance Officer

Corporate Lawyer

Business Development Director

Investment Manager

Board Member

Company Director

Risk Manager

Operations Director

Corporate Governance Officer

Finance Manager

Regulatory Affairs Manager

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