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Deed Of Assignment Of Shares

Deed Of Assignment Of Shares Template for Malaysia

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Key Requirements PROMPT example:

Deed Of Assignment Of Shares

"I need a Malaysian Deed of Assignment of Shares for transferring 10,000 ordinary shares in Tech Solutions Sdn Bhd from ABC Corporation to XYZ Ventures Sdn Bhd, with completion scheduled for March 15, 2025, and including standard warranties and confidentiality provisions."

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Document background
The Deed of Assignment of Shares is a crucial document in Malaysian corporate transactions, used whenever there is a transfer of share ownership between parties. This document is essential for compliance with the Companies Act 2016 and must be properly stamped under the Stamp Act 1949 to be legally enforceable. It is commonly used in various scenarios including corporate restructuring, mergers and acquisitions, family business succession planning, and investment transactions. The deed contains critical information such as the precise details of the shares being transferred, consideration amount, warranties about share ownership, and completion mechanics. It serves as conclusive evidence of the transfer and provides protection to both the transferor and transferee by clearly documenting their rights and obligations.
Suggested Sections

1. Parties: Identifies the Assignor (current shareholder) and Assignee (new shareholder), including their full names, identification/registration numbers, and addresses

2. Background: Recitals explaining the context of the share transfer, including details about the company whose shares are being transferred and the Assignor's current ownership

3. Definitions: Defines key terms used throughout the deed, including 'Shares', 'Company', 'Completion Date', and other relevant terms

4. Agreement to Assign: Core clause stating the Assignor's agreement to transfer the shares to the Assignee

5. Consideration: States the purchase price or other consideration for the shares and payment terms

6. Completion: Details the completion process, including timing and actions required to effect the transfer

7. Assignor's Warranties: Warranties regarding ownership, authority to transfer, and status of the shares

8. Further Assurance: Commitment to execute further documents and take additional actions if needed to perfect the transfer

9. Notices: Specifies how and where notices between parties should be delivered

10. Governing Law: Confirms Malaysian law as governing law and jurisdiction

11. Execution: Formal execution block for signing as a deed

Optional Sections

1. Conditions Precedent: Used when the transfer is subject to specific conditions being met, such as regulatory approvals or third-party consents

2. Company Warranties: Additional warranties about the company's status and affairs, used for significant or complex transfers

3. Tax Indemnity: Include when specific tax arrangements or indemnities are required

4. Non-Competition: Used when the Assignor needs to be restricted from competing post-transfer

5. Confidentiality: Include when specific confidentiality obligations are required beyond completion

6. Power of Attorney: Optional clause giving the Assignee power to execute documents on Assignor's behalf to complete the transfer

7. Surviving Shareholders' Agreement: Reference to any existing shareholders' agreement that will bind the Assignee

Suggested Schedules

1. Share Details: Schedule listing the specific shares being transferred, including share certificate numbers, class of shares, and nominal value

2. Company Information: Details about the company including registration number, registered address, and share capital structure

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Share Transfer: The prescribed form of share transfer required by the company

5. Relevant Corporate Approvals: Copies of board resolutions, shareholders' resolutions, or other corporate approvals

6. Existing Encumbrances: If relevant, details of any existing charges or encumbrances affecting the shares

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Transportation

Telecommunications

Professional Services

Construction

Agriculture

Mining

Education

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Investment

Executive Management

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Merger & Acquisition Director

Corporate Finance Manager

Business Development Director

Risk Manager

Compliance Officer

Company Director

Share Registrar

Transaction Manager

Investment Banker

Industries
Companies Act 2016: The primary legislation governing company matters in Malaysia, including share transfers, shareholding requirements, and corporate governance. Sections 105-108 specifically deal with share transfers and registration.
Stamp Act 1949: Governs the stamp duty requirements for share transfers in Malaysia. Share transfer instruments must be stamped within 30 days from the date of execution to be legally enforceable.
Capital Markets and Services Act 2007: Relevant if the shares being transferred are in a public listed company or involve regulated activities. Ensures compliance with securities laws and regulations.
Contract Act 1950: Provides the legal framework for contract formation and enforcement in Malaysia, including essential elements like offer, acceptance, consideration, and capacity to contract.
Income Tax Act 1967: Relevant for tax implications of share transfers, including potential capital gains tax considerations and tax clearance requirements for certain types of transactions.
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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