The Shareholder Loan Agreement is a crucial financing instrument under Maltese law, commonly used when companies require additional funding and prefer to obtain it from existing shareholders rather than external lenders. This approach often provides more flexible terms and potentially lower interest rates compared to traditional bank financing. The document must comply with the Maltese Companies Act (Chapter 386) and Civil Code (Chapter 16), particularly regarding related party transactions and interest rate regulations. It's essential for both established companies seeking growth capital and startups requiring bridge financing, offering a structured way to document the lending arrangement while protecting both the shareholder's investment and the company's interests.

1. Parties: Identifies the shareholder lender and the borrowing company, including registration details and registered addresses

2. Background: Sets out the context of the loan agreement, including the shareholder's relationship with the company and the purpose of the loan

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

4. The Loan Facility: Specifies the loan amount, purpose, and conditions precedent for drawdown

5. Interest: Details the interest rate, calculation method, and payment frequency

6. Repayment Terms: Specifies the repayment schedule, method of payment, and early repayment provisions

7. Representations and Warranties: Standard company representations regarding its power to enter into the agreement and validity of obligations

8. Company Undertakings: Ongoing obligations of the company during the term of the loan

9. Events of Default: Lists circumstances that would constitute default and trigger acceleration of repayment

10. Notices: Specifies how formal communications between parties should be made

11. Assignment and Transfer: Provisions regarding the ability to transfer or assign rights under the agreement

12. Governing Law and Jurisdiction: Specifies Maltese law as governing law and establishes jurisdiction for disputes