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Share Sell Agreement

Share Sell Agreement Template for Malaysia

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Key Requirements PROMPT example:

Share Sell Agreement

"I need a Share Sale Agreement for selling 40% of my private technology company shares to a corporate investor, with completion planned for March 2025 and including standard warranties and representations."

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Document background
The Share Sale Agreement is a crucial legal document used in Malaysian corporate transactions when transferring ownership of shares from one party to another. It is essential for both private and public company share transfers, though additional requirements apply for listed companies. The document must comply with Malaysian legislation, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and relevant securities regulations. This agreement typically includes detailed provisions covering the sale terms, warranties, representations, conditions precedent, completion mechanics, and post-completion obligations. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, providing legal certainty and protection for both sellers and purchasers while ensuring regulatory compliance.
Suggested Sections

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

2. Background: Context of the transaction, including company details and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for 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 of the share transfer

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business

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

8. Warranties and Representations: Standard warranties about the shares, company, and authority to sell

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Confidentiality: Obligations regarding transaction confidentiality and company information

11. Announcements: Requirements for public announcements about the transaction

12. Costs: Allocation of transaction costs and expenses

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms

2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in a sale

3. Non-Competition: Include when seller needs to be restricted from competing post-sale

4. Employee Matters: Include when specific arrangements for key employees or management are needed

5. Tax Covenant: Include when specific tax indemnities or arrangements are required

6. Regulatory Compliance: Include when specific regulatory requirements need addressing

7. Earn-out Provisions: Include when part of purchase price is contingent on future performance

8. Transition Services: Include when seller needs to provide ongoing services post-completion

Suggested Schedules

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

2. Company Information: Key company details including corporate information and structure

3. Warranties: Detailed warranties about the company and its business

4. Properties: Details of company's real estate assets if material

5. Intellectual Property: List of company's IP rights and registrations

6. Material Contracts: Summary of key contracts affecting the business

7. Employee Information: Details of key employees and their terms of employment

8. Completion Requirements: Detailed list of completion deliverables and requirements

9. Disclosed Matters: Specific disclosures against the warranties

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

Retail

Healthcare

Education

Professional Services

Energy

Transportation

Telecommunications

Agriculture

Mining

Construction

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Investment

Business Development

Executive Leadership

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Director

Mergers & Acquisitions Director

Corporate Development Manager

Finance Director

Business Development Director

Compliance Officer

Risk Manager

Board Director

Managing Director

Investment Banker

Transaction Advisory Manager

Industries
Companies Act 2016: The primary legislation governing company operations in Malaysia, including share transfers, shareholding requirements, and corporate governance matters
Capital Markets and Services Act 2007: Regulates securities and financial markets, particularly relevant if dealing with public listed companies or regulated securities
Income Tax Act 1967: Covers tax implications of share transfers, including Real Property Gains Tax if the company owns substantial real estate assets
Stamp Act 1949: Governs stamp duty requirements for share transfer instruments and agreements
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001: Ensures compliance with anti-money laundering requirements in share transactions
Competition Act 2010: Relevant for larger share acquisitions that might trigger merger control requirements
Securities Commission Malaysia Guidelines: Provides regulatory framework for share transactions, particularly important for listed companies
Malaysian Code on Take-Overs and Mergers 2016: Applicable if the share sale triggers take-over thresholds or involves listed companies
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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