Shareholder Purchase Agreement for Malta

Shareholder Purchase Agreement Template for Malta

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Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement for the acquisition of 60% shares in a Maltese tech startup, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."

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What is a Shareholder Purchase Agreement?

The Shareholder Purchase Agreement is a crucial document used in Malta for transferring ownership of company shares from one party to another. It is essential for both private and public company transactions, though specific requirements may vary. The agreement must comply with the Maltese Companies Act (Cap. 386) and related legislation, including EU regulations applicable to Malta. This document is typically used in scenarios ranging from complete business sales to partial stake transfers, and includes detailed provisions on share valuation, payment terms, warranties, and representations. It requires careful consideration of local corporate law requirements, tax implications, and potential regulatory approvals, particularly if the transaction involves regulated entities or crosses certain monetary thresholds under Maltese law.

What sections should be included in a Shareholder Purchase Agreement?

1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for transfer

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transfer

6. Completion: Details of when, where, and how the transfer will be completed, including actions required

7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity to sell

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

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Confidentiality: Provisions regarding confidential information and announcements

11. Tax Matters: Tax-related provisions, including responsibility for transfer taxes

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

14. Execution: Signature blocks and execution formalities

What sections are optional to include in a Shareholder Purchase Agreement?

1. Seller Financing: Include when part of purchase price is paid in installments or subject to seller financing

2. Security Arrangements: Include when there are share pledges or other security for deferred payments

3. Regulatory Approvals: Include when transaction requires regulatory approvals (e.g., from MFSA)

4. Non-Compete: Include when seller agrees to restrictions on future competitive activities

5. Transitional Services: Include when seller will provide services to company post-completion

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

7. Tag-Along/Drag-Along Rights: Include when remaining shareholders have specific rights regarding the transfer

8. Board Changes: Include when transaction involves changes to company's board composition

What schedules should be included in a Shareholder Purchase Agreement?

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

2. Company Information: Key details about the company including corporate information and structure

3. Warranties: Detailed warranties about the company, business, and shares

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

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

6. Material Contracts: List of company's material contracts affected by the transfer

7. Property Schedule: Details of company's real property holdings if material to transaction

8. Intellectual Property: Schedule of company's key intellectual property rights

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

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Financial Services

Technology

Manufacturing

Real Estate

Retail

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Healthcare

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Hospitality

Construction

Energy

Telecommunications

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Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Tax

Risk Management

Corporate Secretariat

Executive Leadership

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Managing Director

Business Development Director

Investment Manager

Compliance Officer

Corporate Development Manager

Mergers & Acquisitions Director

Board Member

General Counsel

Tax Director

Risk Manager

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