Shareholder Purchase Agreement Template for Malaysia

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement for the sale of 40% shareholding in a Malaysian technology company, with completion scheduled for March 2025 and standard warranties and representations for a private company share sale."

Document background
The Shareholder Purchase Agreement is a crucial document used in Malaysian corporate transactions when one or more shareholders wish to sell their shares to other parties. This agreement type is essential for both private and public companies operating under Malaysian jurisdiction, requiring careful consideration of the Companies Act 2016, Capital Markets and Services Act 2007, and other relevant Malaysian legislation. The document typically includes detailed provisions about share valuation, payment terms, warranties, representations, conditions precedent, and completion mechanics. It serves as a legally binding contract that protects all parties' interests while ensuring compliance with Malaysian corporate governance requirements and regulatory frameworks.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for the transfer

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and basic sale terms

5. Purchase Price: Specification of consideration and payment terms

6. Conditions Precedent: Pre-completion conditions that must be satisfied before the transaction can complete

7. Pre-Completion Obligations: Obligations of parties between signing and completion

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

9. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity

10. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority

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

12. Confidentiality: Provisions regarding confidential information and announcements

13. Costs and Expenses: Allocation of transaction costs and expenses

14. Notices: Process for giving notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

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

2. Escrow Arrangements: Include when part of the purchase price is held in escrow

3. Non-Competition: Include when seller restrictions are required post-completion

4. Tag-Along Rights: Include for minority shareholder protection in partial sales

5. Drag-Along Rights: Include when majority shareholders need power to force minority participation

6. Employee Matters: Include when transaction affects key employees or employment arrangements

7. Intellectual Property Rights: Include when IP is a significant company asset

8. Tax Covenant: Include when specific tax indemnities are required

9. Transitional Services: Include when post-completion services are required from seller

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates

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

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

6. Material Contracts: Summary of key contracts and arrangements

7. Employee Information: Details of key employees and benefits

8. Completion Obligations: Detailed list of completion deliverables

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Board Resolutions: Template board resolutions for completion

11. Disclosure Letter: Exceptions and qualifications to 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

Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Agriculture

Education

Hospitality

Transportation

Mining

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Investment

Board of Directors

Executive Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Director

Managing Director

Finance Director

Board Member

Company Director

Compliance Officer

Corporate Governance Officer

Mergers & Acquisitions Manager

Investment Banker

Financial Controller

Risk 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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