Share Purchase Agreement Malta

The provisions of the break-fee may also be provided for in the sales contract. However, care should be taken to ensure that such provisions do not lead to a violation of the restrictions on financial assistance provided for in the Companies Act (Cap 386). The provisions on financial assistance essentially provide that a company may not provide, directly or indirectly, financial support for the purpose of acquisition or subscription, which must be carried out or implemented by a person or for shares in the company (or its parent company). The transfer of shares in limited liability companies in Malta is a simple and simple process. Income tax, which results from the Income Tax Act and is levied at a flat rate of 35%, is due by the client upon the actual transfer of the assets. The provisional tax is paid up to 7% of the consideration when the transfer act is executed. 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. Any shareholder who acquires or sells eligible shares must, in the case of companies whose home Member State is Malta, communicate to the issuer and the listing authority the share of the issuer`s voting rights held by that shareholder following the acquisition or disposal where that holding is affected; Capital gains from the transfer of shares in Maltese companies by non-residents are generally exempt under Maltese company law. Stamp duty Stamp duty under the Documents and Transfers Tax Act is levied on the transfer of certain negotiable securities (defined by law as „holding share capital in a company and any document that represents the same“).

The right to tax is either 2% or 5% (the latter applies when the company has assets consisting directly or indirectly of real estate located in Malta above a certain threshold). This calculation is based on the higher value between the consideration received for the transfer and the market value of the negotiable security. If a transfer constitutes a donation from a family business to a legitimate member of the donor`s family, a reduced rate of 1.5% applies until at least 1 April 2018. Contributory old-age pensions in Malta are paid by the State as a benefit under social security laws. To be eligible, the worker would need a minimum annual average of 50 contributions. Contributions are calculated weekly and paid equally between employers and employees within the cumulative limit of € 87.70. In the case of contributory old-age pensions, the employer acquiring the workers would be required, by reason of the acquisition, to continue to pay his share of the contributions as for any other employee. Under Maltese law, there is no restriction on foreign ownership of a company registered in Malta. However, within the meaning of the Immobility (Acquisition by Non-Residents) Act (Cap 246), the acquisition by a foreign shareholder of shares in an enterprise that owns immovable property may trigger the obligation to obtain an authorization to acquire immovable property. Directors have a duty to act in the interests of the company and its shareholders as a whole. In this regard, directors owe fiduciary duties to the company and its shareholders, including: Please note that the Registrar of Companies cannot accept any document or communication of transfer of shares for registration unless it is proven that the transfer has been communicated to the Commissioner of Domestic Revenue. .

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