Company Agreement for Malta
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Company Agreement
"I need a Company Agreement for a Malta-based technology startup with five international shareholders, including two venture capital firms, incorporating provisions for employee share options and specific anti-dilution protections to be implemented by March 2025."
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1. Parties: Identification of all shareholders/members entering into the agreement
2. Background: Context of the agreement and company formation
3. Definitions and Interpretation: Defined terms and interpretation rules for the agreement
4. Company Formation and Purpose: Details of company establishment and its primary business objectives
5. Share Capital and Shareholdings: Structure of share capital, classes of shares, and initial shareholdings
6. Management and Administration: Company management structure, board composition, and decision-making processes
7. Shareholders' Rights and Obligations: Key rights and responsibilities of shareholders
8. Transfer of Shares: Rules and restrictions regarding share transfers
9. General Meetings: Procedures for conducting shareholder meetings
10. Reserved Matters: Decisions requiring special majority or unanimous consent
11. Financial Matters: Financial management, dividend policy, and reporting requirements
12. Confidentiality: Protection of company and shareholder confidential information
13. Duration and Termination: Term of the agreement and termination provisions
14. Dispute Resolution: Procedures for resolving disputes between parties
15. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in sale of shares by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in sale of company
3. Non-Competition: Restrictions on shareholders engaging in competing businesses
4. Intellectual Property Rights: Specific provisions for companies with significant IP assets
5. Employee Share Schemes: Framework for employee share ownership programs
6. Anti-Dilution Protection: Protection for existing shareholders against dilution from new share issues
7. Dead-Lock Resolution: Specific procedures for resolving management deadlocks
8. Exit Strategy: Detailed provisions for company sale or IPO
9. Preferred Shareholder Rights: Special rights for preferred shareholders if applicable
1. Schedule 1 - Details of the Company: Company registration details, registered office, and initial directors
2. Schedule 2 - Initial Shareholdings: Detailed breakdown of initial share allocation and share classes
3. Schedule 3 - Matters Reserved for Shareholder Approval: Comprehensive list of decisions requiring shareholder approval
4. Schedule 4 - Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5 - Business Plan: Initial business plan and strategic objectives
6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7 - Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
8. Appendix A - Key Management Positions: Description of key management roles and responsibilities
9. Appendix B - Company Policies: Essential company policies and procedures
Authors
Technology
Financial Services
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Tourism and Hospitality
E-commerce
Maritime
Gaming and iGaming
Telecommunications
Import/Export
Construction
Education
Legal
Corporate Secretariat
Board of Directors
Executive Management
Compliance
Finance
Administration
Risk Management
Shareholder Relations
Corporate Governance
Investment
Operations
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Director
Shareholder Relations Manager
Investment Manager
Corporate Governance Officer
Risk Manager
Business Development Director
Operations Director
Administrative Director
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