Agreement To Sell Shares Of A Company Template for Malaysia

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Key Requirements PROMPT example:

Agreement To Sell Shares Of A Company

"I need an Agreement To Sell Shares Of A Company for the sale of 60% shareholding in a Malaysian technology startup to a foreign investor, with completion scheduled for March 2025, including specific provisions for intellectual property protection and regulatory approvals."

Document background
The Agreement To Sell Shares Of A Company is a crucial document used in Malaysian corporate transactions when transferring ownership of company shares from one party to another. This agreement is essential for both private and public company share transfers, though the complexity and regulatory requirements may vary. The document must comply with Malaysian corporate law, particularly the Companies Act 2016, and address key aspects such as share valuation, warranties, indemnities, and conditions precedent. It's commonly used in various scenarios including complete or partial business sales, corporate restructuring, investment transactions, and succession planning. The agreement provides legal protection for both parties and ensures a clear framework for the transaction's completion, including necessary approvals, timing, and post-completion obligations.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses

2. Background: Recitals explaining the context of the transaction, including details of the Company whose shares are being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Obligations of parties between signing and completion

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Warranties: Seller's warranties regarding the shares, company, and business

9. Limitations on Warranties: Limitations on warranty claims including time limits and financial thresholds

10. Tax Covenants: Specific provisions relating to tax matters and indemnities

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Restrictions on public announcements about the transaction

13. Costs: Allocation of transaction costs between parties

14. Notices: Process for serving formal notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities - used when seller is exiting completely

2. Employee Matters: Specific provisions regarding key employees - relevant when management are shareholders

3. Intellectual Property: Special provisions for IP protection - important for technology companies

4. Third Party Consents: Process for obtaining required third party approvals - needed if company has material contracts requiring consent

5. Break Fee: Provisions for payment if deal fails - used in larger transactions

6. Earn-out Provisions: Structure for additional payments based on future performance - used when price includes contingent elements

7. Foreign Investment Approval: Special conditions for foreign buyers - required when buyer is non-Malaysian

8. Regulatory Compliance: Additional compliance provisions - needed for regulated industries

Suggested Schedules

1. Share Details: Details of shares being sold including share certificate numbers

2. Company Information: Key details about the company including corporate information

3. Warranties: Detailed warranties about the company and business

4. Properties: List of company properties and related information

5. Intellectual Property: Schedule of company IP rights

6. Material Contracts: List of important contracts affecting the business

7. Employees: Details of key employees and their terms

8. Completion Requirements: Detailed list of completion deliverables

9. Permitted Encumbrances: List of permitted charges or encumbrances on shares

10. Form of Tax Deed: Standard form tax deed to be executed at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Professional Services

Energy

Transportation

Agriculture

Education

Construction

Telecommunications

Mining

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Mergers & Acquisitions

Corporate Development

Executive Leadership

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Finance Director

Business Development Manager

Investment Manager

Compliance Officer

Corporate Lawyer

Board Director

Company Secretary

Mergers & Acquisitions Manager

Transaction Advisory Manager

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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