Transferring shares in a Maltese company involves a series of legal and administrative steps. Here's a detailed guide to help you through the process:

1. Review the Company’s Memorandum and Articles of Association

The company’s Memorandum and Articles of Association (M&AA) will outline the procedure for transferring shares. Ensure you understand any restrictions, rights of first refusal, or other provisions that might affect the transfer.

2. Obtain Consent if Required

If the M&AA or a shareholders’ agreement requires it, obtain consent from the Board of Directors or other shareholders.

3. Prepare the Share Transfer Agreement

Draft a share transfer agreement outlining the terms and conditions of the transfer. This should include:

• Details of the seller (transferor) and buyer (transferee)
• Number and class of shares being transferred
• Consideration (price) for the shares
• Effective date of transfer

4. Execute the Share Transfer Form

Complete and sign the share transfer form, commonly known as Form T. This form should include:

• Details of the transferor and transferee
• Details of the shares being transferred
• Signatures of both parties

5. Pay Stamp Duty

Calculate and pay the required stamp duty to the Commissioner for Revenue. The rate for stamp duty on share transfers in Malta is generally 2% of the transfer value, but there are exemptions and reductions under certain conditions.

6. Update the Company’s Register of Members

The company secretary or another authorized person should update the company’s register of members to reflect the transfer of shares. The register must include:

• Name and address of the transferee
• Number and class of shares transferred
• Date of transfer

7. Issue a New Share Certificate

The company should issue a new share certificate to the transferee and cancel the old share certificate held by the transferor.

8. Notify the Malta Business Registry (MBR)

File the necessary notifications with the Malta Business Registry. This includes submitting:

• A completed Form T
• A copy of the updated register of members
• Evidence of stamp duty payment (if applicable)

9. Keep Records

Ensure all documentation related to the transfer is kept securely for future reference and compliance purposes. This includes:

• The executed share transfer agreement
• The original and new share certificates
• The updated register of members
• Proof of stamp duty payment

Additional Considerations

• Tax Implications: Consult a tax advisor to understand any tax implications for both the transferor and transferee.
• Legal Advice: It is advisable to seek legal counsel to ensure the transfer complies with all applicable laws and regulations.
• Due Diligence: Both parties should conduct due diligence to understand any liabilities or obligations associated with the shares.

Example Documents and Forms

To assist you further, here are examples of the documents you might need:

• Share Transfer Agreement: A legal document outlining the terms of the transfer.
• Form T: The official form for transferring shares in Malta.
• Share Certificate: A certificate that proves ownership of the shares.

You can usually obtain Form T and other required forms from the Malta Business Registry's website or a legal stationer.

By following these steps carefully and ensuring all legal and administrative requirements are met, you can successfully transfer shares in a Maltese company.

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