The Business Sale Agreement is a crucial document used in Malta when transferring ownership of a business from one party to another. It is essential for transactions involving both asset sales and share transfers, ensuring compliance with Maltese corporate law, particularly the Companies Act (Chapter 386) and related regulations. This agreement is utilized when a business owner wishes to sell their entire business operation, including assets, goodwill, and sometimes employees, to a new owner. The document covers critical aspects such as purchase price, warranties, indemnities, employee transfers, and post-completion obligations. It requires careful consideration of Maltese legal requirements, including specific provisions for employee protection, data protection, and competition law compliance. The agreement serves as the primary transaction document and is typically accompanied by various ancillary documents and due diligence requirements.
Your data doesn't train Genie's AI
You keep IP ownershipΒ of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let ΊμΠΣΦ±²₯'s market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Seller's Warranties: Warranties given by the seller regarding the business, assets, and liabilities
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
11. Limitations on Liability: Limitations on warranty claims and general liability caps
12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
13. Confidentiality: Obligations regarding confidential information and announcements
14. Governing Law and Jurisdiction: Confirmation of Maltese law as governing law and jurisdiction for disputes
1. Employee Provisions: Detailed provisions regarding the transfer of employees, to be included when employees are transferring with the business
2. Intellectual Property: Specific provisions for IP transfer and protection, necessary when the business has significant IP assets
3. Property Provisions: Detailed real estate provisions, required when the business includes property assets
4. Non-Compete Provisions: Restrictions on the seller's future business activities, included when protecting goodwill is crucial
5. Tax Covenant: Specific tax indemnities and provisions, included for businesses with significant tax exposure
6. Data Protection: Specific provisions for handling personal data, required when the business processes significant personal data
7. Environmental Provisions: Environmental warranties and indemnities, needed for businesses with environmental risks
8. Earn-out Provisions: Structure for additional payments based on future performance, included when part of the price is performance-based
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of any real estate included in the sale
4. Schedule 4 - Intellectual Property: List of all IP rights included in the sale
5. Schedule 5 - Employees: List of transferring employees and their key employment terms
6. Schedule 6 - Material Contracts: List of key business contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Obligations: Detailed list of documents and actions required at completion
9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on the assets
10. Appendix 1 - Completion Accounts: Pro-forma completion accounts and accounting policies
Authors
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Technology
Hospitality
Healthcare
Real Estate
Construction
Financial Services
Education
Transportation
Entertainment
Agriculture
Energy
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Human Resources
Operations
Tax
Compliance
Risk Management
Commercial
Relevant Roles
CEO
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
CFO
Finance Director
Business Development Manager
M&A Director
Company Secretary
Operations Director
HR Director
Commercial Director
Tax Manager
Risk Manager
Compliance Officer
Find the exact document you need
No items found.
³±π²ΤΎ±±πβs Security Promise
Genie is the safest place to draft. Hereβs how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ³±π²ΤΎ±±πβs AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)