The Company Share Transfer Agreement is a crucial document used in Malta for executing the sale and purchase of shares in a Maltese company. It is essential for both private and public companies when transferring ownership interests, whether for a complete or partial stake. The agreement must comply with Maltese corporate law, particularly the Companies Act (Cap. 386), and may require additional considerations for regulated entities under MFSA oversight. This document typically includes comprehensive details about the transfer, including share valuation, payment terms, warranties, and specific conditions precedent. It's particularly important in Malta's dynamic business environment, where international business transactions are common and regulatory compliance is strictly enforced.
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1. Parties: Identification of the Transferor (Seller) and Transferee (Buyer) with full legal names and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being transferred
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Consideration: Purchase price, payment terms, and payment method
6. Completion: Details of when and where completion will take place and what actions must occur at completion
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties from the buyer regarding authority to purchase and financial capacity
9. Tax Matters: Provisions relating to tax liabilities and obligations, including stamp duty
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process and requirements for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Confirmation of Maltese law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Regulatory Approvals: Required when the transfer needs MFSA or other regulatory approval
2. Non-Compete Provisions: Used when the seller needs to be restricted from competing post-sale
3. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
4. Pre-Completion Conditions: When certain conditions must be met before completion can occur
5. Post-Completion Obligations: When specific actions are required after completion
6. Bank Financing: Required when the purchase is being partially financed by a bank
7. Tag-Along/Drag-Along Rights: For transfers involving multiple shareholders
8. Employee Matters: When the transfer affects key employee arrangements
9. Intellectual Property Rights: When IP is a significant aspect of the company's value
1. Share Details: Detailed description of the shares being transferred including share certificate numbers
2. Company Information: Key details about the Company including registration number, registered office, directors, and share capital structure
3. Warranties: Detailed warranties given by the seller regarding the company and shares
4. Completion Requirements: Checklist of documents and actions required for completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Company Accounts: Latest financial statements or management accounts of the Company
7. Required Consents: List of third-party consents required for the transfer
8. Transfer Instruments: Form of share transfer instrument required under Maltese law
9. Board Resolutions: Pro-forma board resolutions approving the transfer
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