Share Purchase Agreement Between Two Individuals Template for Malaysia

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Key Requirements PROMPT example:

Share Purchase Agreement Between Two Individuals

"I need a Share Purchase Agreement Between Two Individuals under Malaysian law for the sale of 40% shareholding in a technology startup, with payment to be made in three installments and completion scheduled for March 2025."

Document background
A Share Purchase Agreement Between Two Individuals is a crucial legal document used when one individual wishes to sell and transfer shares in a company to another individual in Malaysia. This type of agreement is commonly used for private share transfers in small to medium-sized companies, family businesses, or investment holdings. The document must comply with Malaysian law, particularly the Companies Act 2016, Contracts Act 1950, and relevant securities regulations. It contains essential provisions covering the sale price, payment terms, warranties about the shares and the company, completion mechanics, and any conditions that must be met before the transfer can take place. The agreement also addresses stamp duty requirements and necessary corporate approvals. This document is particularly important for protecting both parties' interests and ensuring a clear record of the transaction terms, especially in private dealings where formal market mechanisms are not involved.
Suggested Sections

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

2. Background: 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 agreement to sell and purchase the shares, including the number and class of shares

5. Purchase Price: Amount payable for the shares and payment mechanics

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

7. Completion: Details of when, where, and how completion will take place, including actions required at completion

8. Seller's Representations and Warranties: Statements of fact and assurances given by the seller about the shares and company

9. Buyer's Representations and Warranties: Statements of fact and assurances given by the buyer

10. Indemnities: Protection against specific identified risks or losses

11. Confidentiality: Obligations to keep the transaction and company information confidential

12. Notices: How formal notices under the agreement should be given

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

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in the sale - used when selling partial shareholding

2. Drag-Along Rights: Rights to force minority shareholders to join the sale - used when relevant to the transaction structure

3. Non-Competition: Restrictions on the seller competing with the company - used when seller has significant knowledge or influence

4. Tax Covenant: Specific tax-related warranties and indemnities - used for larger transactions or where tax risks identified

5. Break Fee: Compensation if either party fails to complete - used in higher-value transactions

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

7. Pre-emptive Rights: Rights of existing shareholders to purchase shares first - used when company has multiple shareholders

Suggested Schedules

1. Details of the Company: Complete corporate information including registration number, registered office, directors, share capital structure

2. Details of the Sale Shares: Specific details of shares being sold including share certificate numbers and share history

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties about the company, its business and assets

5. Encumbrances: List of any existing charges or encumbrances on the shares

6. Company Accounts: Latest financial statements or management accounts of the company

7. Intellectual Property: Details of company's IP rights and registrations if material to the transaction

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

Financial Services

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Education

Agriculture

Construction

Hospitality

Mining

Transportation

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Advisory

Private Client Services

Wealth Management

Transaction Advisory

Risk Management

Relevant Roles

Legal Counsel

Company Secretary

Corporate Lawyer

Managing Director

Chief Executive Officer

Chief Financial Officer

Finance Director

Investment Manager

Business Owner

Compliance Officer

Legal Administrator

Corporate Advisory Manager

Private Client Manager

Wealth Manager

Transaction 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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