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Joint Venture And Shareholders Agreement

Joint Venture And Shareholders Agreement Template for Malaysia

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Key Requirements PROMPT example:

Joint Venture And Shareholders Agreement

"Need a Joint Venture and Shareholders Agreement for a Malaysian-Japanese manufacturing partnership where a Japanese automotive parts manufacturer will hold 60% stake in a new Malaysian company, with operations expected to commence by March 2025."

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Document background
The Joint Venture and Shareholders Agreement is a crucial document used when two or more parties wish to establish and operate a joint business venture in Malaysia. This agreement is particularly relevant for foreign investors partnering with local Malaysian entities, though it's equally applicable for domestic partnerships. The document combines elements of a joint venture agreement with a shareholders' agreement, providing a comprehensive framework for both the establishment and ongoing operation of the venture. It must comply with Malaysian legislation, particularly the Companies Act 2016, and typically includes detailed provisions for capital contribution, management structure, profit sharing, transfer restrictions, and exit mechanisms. The agreement is essential for protecting all parties' interests while ensuring clear governance structures and operational guidelines for the joint venture entity.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names and registration details

2. Background: Recitals explaining the context and purpose of the joint venture

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Formation of Joint Venture: Details of the joint venture company's establishment, business scope, and objectives

5. Capital Structure and Funding: Share capital, initial contributions, funding requirements, and future capital calls

6. Share Subscription and Payment: Terms and conditions for share subscription, payment schedule, and share issuance

7. Management and Control: Board composition, appointment rights, voting requirements, and reserved matters

8. Shareholders' Rights and Obligations: Key rights and obligations of shareholders, including voting rights and pre-emptive rights

9. Business Operations: Day-to-day management, business plan, and operational requirements

10. Distribution Policy: Dividend policy and profit distribution mechanisms

11. Transfer of Shares: Share transfer restrictions, right of first refusal, and tag-along/drag-along rights

12. Default: Events of default and consequences

13. Deadlock Resolution: Mechanisms for resolving deadlock situations

14. Termination: Grounds for termination and consequences

15. Exit Mechanisms: Procedures for exit including IPO, buy-out rights, and put/call options

16. Confidentiality: Protection of confidential information and trade secrets

17. Non-Competition: Non-compete and non-solicitation provisions

18. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Intellectual Property Rights: Required when the JV involves significant IP contributions or development

2. Employment Matters: Needed when specific arrangements for key employees or secondment are required

3. Technical Services: Include when one party is providing technical expertise or services to the JV

4. Regulatory Compliance: Required for heavily regulated industries or when specific permits/licenses are needed

5. Environmental Compliance: Important for manufacturing or environmentally sensitive operations

6. Foreign Exchange: Necessary when dealing with cross-border transactions or foreign currency considerations

7. Marketing and Branding: Include when specific arrangements for use of brands or marketing rights are needed

8. Insurance: Detailed insurance requirements when specific coverage is crucial to the business

9. Force Majeure: Important for operations susceptible to external disruptions

10. Anti-Corruption Compliance: Required for international JVs or when dealing with government contracts

Suggested Schedules

1. Share Capital and Shareholding Structure: Detailed breakdown of shareholding percentages and share classes

2. Business Plan: Initial business plan including financial projections and milestones

3. Board Reserved Matters: List of decisions requiring board approval

4. Shareholder Reserved Matters: List of decisions requiring shareholder approval

5. Initial Directors: List of initial board members and their details

6. Form of Share Certificate: Template for share certificates

7. Deed of Adherence: Template for new shareholders joining the agreement

8. Technical Services Agreement: Detailed terms of technical services if applicable

9. Property/Asset Schedule: List of assets being contributed to the JV

10. Key Performance Indicators: Agreed performance metrics and targets

11. Initial Budget: Detailed first-year budget

12. Completion Obligations: List of conditions precedent and completion requirements

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 legal definitions
Agreement
Board
Business
Business Day
Business Plan
Capital Contribution
Chairman
Companies Act
Company
Completion
Completion Date
Confidential Information
Constitution
Deadlock
Director
Encumbrance
Event of Default
Financial Year
Initial Business Plan
Intellectual Property Rights
Joint Venture
Management
Material Breach
Memorandum
Notice
Party
Permitted Transferee
Preemptive Rights
Reserved Matters
Ringgit Malaysia
Share
Share Capital
Shareholder
Shareholders Resolution
Subscription Price
Subsidiary
Tag Along Right
Drag Along Right
Term
Territory
Third Party
Transfer
Voting Rights
Working Capital
Clauses
Formation of Company
Business Scope
Capital Structure
Share Subscription
Share Transfer Restrictions
Pre-emptive Rights
Management Structure
Board Composition
Shareholder Meetings
Reserved Matters
Business Planning
Financial Matters
Dividend Policy
Funding Requirements
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Intellectual Property
Decision Making
Deadlock Resolution
Default
Termination
Exit Rights
Put and Call Options
Anti-Dilution
Information Rights
Audit Rights
Representations and Warranties
Competition Compliance
Regulatory Compliance
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Amendments
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate Development

Energy and Utilities

Healthcare

Agriculture

Telecommunications

Retail and Consumer Goods

Infrastructure Development

Education

Mining and Natural Resources

Automotive

Food and Beverage

Logistics and Transportation

Relevant Teams

Legal

Corporate Affairs

Finance

Mergers & Acquisitions

Business Development

Compliance

Risk Management

Strategy

Operations

Commercial

Board of Directors

Executive Management

Investment

Corporate Governance

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Chief Operating Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Business Development Director

Investment Manager

Finance Director

Operations Director

Commercial Director

Compliance Officer

Risk Manager

Board Director

General Counsel

Head of Mergers & Acquisitions

Strategy Director

Joint Venture Manager

Industries
Companies Act 2016: The primary legislation governing company formation, operation, and management in Malaysia. It covers shareholders' rights, directors' duties, company meetings, and corporate governance requirements.
Contracts Act 1950: Governs the fundamental principles of contract formation, validity, and enforcement in Malaysia, which is crucial for the agreement's binding nature.
Capital Markets and Services Act 2007: Regulates securities and financial markets in Malaysia, relevant for share issuance and trading provisions in the agreement.
Competition Act 2010: Ensures the joint venture doesn't create anti-competitive market conditions and complies with Malaysian competition law requirements.
Employment Act 1955: Relevant for provisions relating to employees and employment terms in the joint venture entity.
Industrial Coordination Act 1975: Regulates manufacturing licenses and may be relevant if the joint venture involves manufacturing activities.
Foreign Investment Committee Guidelines: Guidelines governing foreign ownership and investment in Malaysian companies.
Income Tax Act 1967: Relevant for tax implications of the joint venture structure and profit distribution arrangements.
Stamp Act 1949: Governs the stamp duty requirements for the agreement and share transfer instruments.
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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