Shareholders Agreements in Malta

The shareholders’ agreement differs from the company’s constitutive act in Malta. The shareholders’ agreement is usually concluded in order to secure the rights and interests of minority shareholders. Without a shareholders’ agreement, all voting and controlling rights in a Maltese company would remain in the majority shareholders’ hands. The shareholders’ agreement usually contains the rights and obligations of all shareholders in a company. A Maltese shareholders’ agreement may also contain provisions about the management and structure of the company. The shareholders’ agreement is very important because it establishes the principles shareholders in a company or a partnership must follow for a successful cooperation.

The provisions of shareholders’ agreements in Malta

Additionally to the rights and powers granted to shareholders by the Commercial Law in Malta, the shareholders’ agreement may contain provisions about the following matters:

• - the structure of the company in terms of share capital and any changes that may be brought to the share capital structure during time,
• - the manner directors will be appointed or removed from duties or possible restrictions on the powers of the board of directors of the Maltese company,
• - restrictions on the transfer of shares,
• - addition of new shareholders in the company,
• - the duties of the shareholders to act for the benefit of the company or when exerting their voting power,
• - details on how the dividends will be allocated to the shareholders,
• - non-competition clauses,
• - confidentiality clauses.

Shareholders’ agreements in Malta may also contain other provisions. Our lawyers in Malta will inform you about all the provisions you can include when drafting a shareholders’ agreement.

What are the rights of the shareholders in Malta?

The rights of the shareholders in Maltese companies are set out in the articles of association of the company and in the Company Law. Among the rights shareholders have, there are:

• - the right to be part of the company’s profits,
• - the right to make decisions,
• - the right to be informed about the company’s situation,
• - the right to appoint the board of directors.

Shareholders of Maltese companies also have the obligation to pay a capital contribution upon company registration, to cover company losses or supplement the company’s capital.

For complete information about shareholders’ agreements, please contact our attorneys in Malta.