Share Partner Agreement Template for Malaysia

The Share Partner Agreement serves as a fundamental legal instrument in Malaysian business operations, designed to formalize partnerships through share ownership arrangements. This document is essential when two or more parties wish to enter into a business relationship involving shared ownership of a company's shares, whether in a new venture or an existing business. It operates under Malaysian jurisdiction, particularly the Companies Act 2016 and related corporate legislation, providing a structured framework for partner relationships, responsibilities, and rights. The agreement typically becomes necessary during business formations, joint ventures, investment deals, or when restructuring existing business relationships. It covers crucial aspects such as share distribution, voting rights, profit-sharing mechanisms, management participation, and exit strategies, while ensuring compliance with Malaysian corporate governance requirements.

1. Parties: Identification of all parties entering into the agreement, including their full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including the business relationship and purpose of the share partnership

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

4. Share Structure: Details of share classes, numbers, and nominal values being subject to the partnership

5. Consideration: Terms of payment or consideration for the share partnership arrangement

6. Partnership Rights and Obligations: Core rights and responsibilities of each partner, including voting rights and management participation

7. Profit Sharing and Dividends: Framework for distribution of profits, losses, and dividend policies

8. Management and Decision Making: Procedures for business management and key decision-making processes

9. Transfer Restrictions: Limitations and conditions on the transfer of shares between partners or to third parties

10. Exit Provisions: Terms governing partner exit, including buy-out mechanisms and valuation methods

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Dispute Resolution: Procedures for resolving disputes between partners

13. Governing Law: Specification of Malaysian law as governing law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability