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Company Agreement for Malta

Company Agreement Template 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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What is a Company Agreement?

The Company Agreement is a crucial document required when establishing or restructuring a company in Malta. This agreement, governed by Maltese law, particularly the Companies Act (Cap. 386), serves as the cornerstone document defining the relationship between shareholders and establishing the company's governance framework. It is typically used when forming new companies, admitting new shareholders, or updating existing corporate governance structures. The document encompasses essential elements such as share rights, transfer restrictions, management provisions, and shareholder protections, while ensuring compliance with both local Maltese regulations and applicable EU directives. The Company Agreement is particularly important in Malta's growing business sector, where it provides legal certainty and clear operational guidelines for both local and international investors.

What sections should be included in a Company Agreement?

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

What sections are optional to include in a Company Agreement?

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

What schedules should be included in a Company Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Financial Services

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Tourism and Hospitality

E-commerce

Maritime

Gaming and iGaming

Telecommunications

Import/Export

Construction

Education

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Finance

Administration

Risk Management

Shareholder Relations

Corporate Governance

Investment

Operations

Relevant Roles

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

Industries








Teams

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