The Silent Partner Agreement is essential for businesses in Malta seeking to secure investment while maintaining operational control and decision-making authority. This document is particularly useful when an investor wishes to provide capital funding without public association with the business or involvement in its management. The agreement, compliant with Maltese law, typically includes detailed provisions for capital contribution, profit sharing, limited liability protection, confidentiality obligations, and access to financial information. It's commonly used in various business sectors where silent investment is preferred, from startups to established companies looking for additional capital. The document must carefully balance the silent partner's right to information and returns with their obligation to remain uninvolved in business operations, while ensuring compliance with Maltese partnership and company laws.
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1. Parties: Identification of the active partner(s) and the silent partner, including full legal names and addresses
2. Background: Context of the agreement, including brief description of the business and the intention to form a silent partnership
3. Definitions: Key terms used throughout the agreement, including 'Business', 'Partnership', 'Profits', 'Losses', etc.
4. Partnership Structure: Details of the partnership arrangement, confirming the silent partner status and relationship between parties
5. Capital Contribution: Specification of the silent partner's investment amount and any terms related to additional contributions
6. Profit and Loss Sharing: Terms for distribution of profits and allocation of losses, including calculation methods and payment schedules
7. Rights and Limitations: Clear delineation of silent partner's rights and explicit limitations on involvement in business operations
8. Confidentiality: Obligations regarding the confidential nature of the silent partnership and related business information
9. Duration and Termination: Term of the agreement and conditions for termination or exit
10. Books and Records: Rights of inspection and access to financial information
11. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority to enter the agreement
12. Governing Law and Jurisdiction: Confirmation of Maltese law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Death or Incapacity: Provisions dealing with consequences of death or incapacity of either partner - recommended for individual partners
2. Business Sale Provisions: Terms regarding the silent partner's rights in case of business sale - important for larger investments
3. Additional Capital Calls: Procedures for requesting additional capital and consequences of non-contribution - useful for growing businesses
4. Tag-Along Rights: Rights of silent partner to participate in sale of business - relevant for larger investments
5. Management Committee: Structure for major decision approval - useful when silent partner has significant investment
6. Intellectual Property Rights: Provisions regarding IP ownership and usage - important for technology or creative businesses
7. Non-Competition: Restrictions on silent partner's involvement in competing businesses - relevant in sensitive industries
1. Schedule 1: Capital Contribution Details: Detailed breakdown of initial investment, including payment schedule if applicable
2. Schedule 2: Profit Sharing Formula: Detailed calculation methods and examples for profit distribution
3. Schedule 3: Business Plan: Summary of business objectives and projected financials
4. Schedule 4: Reporting Requirements: Specific financial reports and information to be provided to silent partner
5. Schedule 5: Key Performance Indicators: Metrics used for measuring business performance and profit calculations
6. Appendix A: Definitions List: Extended definitions of technical or business-specific terms
7. Appendix B: Form of Financial Reports: Templates for required financial reporting
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