Share Purchase Agreement Malta

Maltese law requires a company to have at least two shareholders, although exceptions are possible, provided the company fulfils certain obligations. Interests in Maltese companies may also be held by a licensed agent, allowing the final beneficiaries to remain confidential. Transferring shares in a Maltese company can help to obtain the necessary structure. Income tax, which results from the Income Tax Act and is collected at a flat rate of 35%, will be paid by the transferor when the assets are effectively transferred. The provisional tax amounts to 7% of the consideration in the case of the transfer being carried out. Income tax can also be levied on the transfer of shares in a company that owns real estate or on the transfer of real estate between two companies. In the case of a transfer or transfer of causa mortis shares, the company has, within fourteen days from the date on which a transfer of these shares is registered with the company, and within one month of the date on which the shares transmitted were registered in the name of the person entitled to be registered as the holder of those shares. submit to the Registrar of Companies, for registration purposes, a notice of transfer or transfer, indicating the names and addresses of the assignors or the names and addresses of persons who participated in the persons involved in the companies. The parties can choose a foreign law to settle the transaction.

However, despite the applicability of foreign law, mandatory provisions relating to the transfer of ownership to shares (including the necessary conditions for development) would continue to apply. The Maltese Competition and Consumer Protection Authority is the authority that oversees merger and acquisition operations. Mergers occur when two or more previously independent companies merge or one or more companies gain control of all or part of one or more other companies. The latter can be done by purchase of securities or assets, by contract or by other means. To determine whether a merger or acquisition falls within the definition of a „concentration pool,“ certain revenue thresholds must be met. The law that governs the transfer of shares is the Corporations Act. As far as private companies are concerned, the nature of the activity is limited. Many private companies in Malta are family-owned businesses and the legislator wanted the members of these companies to control the arrival of new members. Under Maltese law, contractual rights after the conclusion of the contract are prescribed five years after the conclusion of the contract. Accordingly, the right to a breach of the guarantee must be invoked within five years of dererser`s share purchase agreement or asset purchase agreement.

Nevertheless, in the main documentation governing the asset purchase contract or the share purchase contract, a shorter period of time in which a right can be collected can be contractually agreed between the parties. Despite the impending sale, it is necessary to continue to operate a business base between the signature and the conclusion of the objective. Indeed, the contract to purchase or purchase shares would generally include clauses prohibiting the objective of entering into new transactions on a certain value or making new commitments likely to weigh until the closing of the transaction.