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Investment Subscription Agreement for Malta

Investment Subscription Agreement Template for Malta

A comprehensive legal agreement governed by Maltese law that documents the terms and conditions under which an investor subscribes for shares, units, or other securities in a company or investment vehicle. The document incorporates specific requirements under Maltese financial services legislation and EU regulations, including necessary compliance with MFSA guidelines and anti-money laundering requirements. It sets out the investment terms, representations and warranties, completion mechanics, and various rights and obligations of both the issuer and subscriber, while ensuring compliance with Malta's robust regulatory framework.

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What is a Investment Subscription Agreement?

The Investment Subscription Agreement is a crucial document used in Malta's thriving financial services sector when an investor wishes to subscribe for shares, units, or other securities in a company or investment vehicle. Malta, as an EU member state and established financial center, requires such agreements to comply with both local and EU regulations, particularly the Investment Services Act and MFSA requirements. The document serves as evidence of the investment transaction, outlines the terms and conditions of the subscription, and includes essential elements such as investor qualifications, anti-money laundering provisions, and regulatory compliance requirements. It's particularly important in Malta's robust financial services framework, where clear documentation of investment terms and regulatory compliance is paramount. The agreement typically includes comprehensive details about the investment structure, payment terms, investor rights, and various representations and warranties required under Maltese law.

What sections should be included in a Investment Subscription Agreement?

1. Parties: Identification of the issuer/company and the subscriber/investor

2. Background: Context of the investment opportunity and brief description of the company and its business

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

4. Subscription and Payment Terms: Details of the investment amount, number of shares/units, price per share/unit, and payment mechanisms

5. Completion Mechanics: Process and requirements for completing the investment, including conditions precedent

6. Representations and Warranties of the Issuer: Company's confirmations regarding its status, authority, and business

7. Representations and Warranties of the Subscriber: Investor's confirmations regarding investment capacity, sophistication, and compliance with laws

8. Anti-Money Laundering Provisions: Requirements for compliance with Maltese AML regulations and due diligence procedures

9. Notices: Process and requirements for formal communications between parties

10. Confidentiality: Obligations regarding the protection of confidential information

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

12. Execution: Signature blocks and execution formalities

What sections are optional to include in a Investment Subscription Agreement?

1. Tag-Along Rights: Include when offering minority investor protections in case of sale by major shareholders

2. Pre-emption Rights: Include when giving existing shareholders first right to purchase new shares

3. Board Appointment Rights: Include when granting investors rights to appoint directors

4. Dividend Rights: Include when specific dividend preferences or restrictions apply

5. Information Rights: Include when granting specific rights to receive company information beyond statutory requirements

6. Investment Committee Provisions: Include for fund structures requiring investment committee oversight

7. Regulatory Compliance: Include specific section when dealing with regulated entities or specific regulatory requirements

8. Exit Rights: Include when providing specific mechanisms for investor exit

What schedules should be included in a Investment Subscription Agreement?

1. Subscription Details: Detailed breakdown of the investment amount, share classes, and pricing

2. Company Information: Corporate details, shareholding structure, and capitalization table

3. KYC Requirements: List of required due diligence documents and forms

4. Investment Risks: Detailed description of investment risks and disclaimers

5. Shareholders' Rights: Detailed description of rights attached to shares/units being subscribed

6. Form of Share Certificate: Template for share certificates to be issued

7. Wire Transfer Instructions: Banking details and payment instructions

8. Corporate Authorizations: Copies of relevant corporate approvals and resolutions

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

Jurisdiction

Malta

Cost

Free to use

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