Transfer Of Shares Agreement for Malta

Transfer Of Shares Agreement Template for Malta

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Transfer Of Shares Agreement

"I need a Transfer of Shares Agreement for the sale of 45% shareholding in a Maltese manufacturing company, with payment in three installments and the final payment due March 2025; the agreement should include non-compete provisions for the Mediterranean region."

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What is a Transfer Of Shares Agreement?

The Transfer of Shares Agreement is a crucial document used when transferring ownership of shares in a Maltese company from one party to another. This agreement is essential for documenting the terms and conditions of the share transfer, ensuring compliance with the Maltese Companies Act (Cap. 386), and protecting the interests of all parties involved. It includes vital information such as the number and class of shares being transferred, purchase price, payment terms, warranties, and completion requirements. The document must consider Maltese regulatory requirements, particularly if the company operates in regulated sectors, and address tax implications under local law. It serves as evidence of the transaction for corporate records and regulatory filings with the Malta Business Registry.

What sections should be included in a Transfer Of Shares Agreement?

1. Parties: Identification of the Transferor(s) and Transferee(s), including full legal names and addresses

2. Background: Context of the transaction, including details about the Company and current shareholding

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

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

5. Consideration: Details of the purchase price, payment method, and timing

6. Completion: Specific requirements for closing the transaction, including timing and deliverables

7. Transferor's Warranties: Standard warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Transferee's Warranties: Basic warranties regarding authority to purchase and ability to pay

9. Tax Matters: Provisions relating to tax liabilities and responsibilities

10. Confidentiality: Obligations regarding transaction confidentiality and company information

11. Notices: Process for sending formal notices between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Transfer Of Shares Agreement?

1. Regulatory Approvals: Required when the transfer needs regulatory consent (e.g., from MFSA for regulated entities)

2. Post-Completion Obligations: Used when there are specific actions required after completion

3. Non-Competition: Include when restricting transferor's future business activities

4. Employee Matters: Relevant when transfer impacts key employee arrangements

5. Deed of Adherence: Required if transferee needs to adhere to existing shareholders' agreement

6. Break Fee: Include when parties want to specify compensation for transaction failure

7. Earn-out Provisions: Used when part of consideration is contingent on future performance

What schedules should be included in a Transfer Of Shares Agreement?

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

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

3. Warranties: Detailed warranties and representations by the transferor

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

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

6. Completion Deliverables: Detailed list of documents and items to be delivered at completion

7. Form T(1): Statutory form for notification of transfer of shares under Maltese law

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

Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Professional Services

Healthcare

Energy

Telecommunications

Transportation

Hospitality

Construction

Mining

Agriculture

Education

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Tax

Corporate Development

Mergers & Acquisitions

Business Development

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Compliance Officer

Managing Director

Investment Manager

Corporate Development Manager

Mergers & Acquisitions Director

Business Development Director

Tax Manager

Board Director

Corporate Governance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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