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Shareholder Withdrawal Agreement

Shareholder Withdrawal Agreement Template for Malaysia

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Key Requirements PROMPT example:

Shareholder Withdrawal Agreement

"I need a Shareholder Withdrawal Agreement for my Malaysian tech startup where a founding shareholder is amicably leaving to pursue other interests, with the agreed share price of RM 500,000 to be paid in installments over 12 months starting March 2025."

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Document background
The Shareholder Withdrawal Agreement is essential for Malaysian companies when a shareholder wishes to exit their investment in the company. It's commonly used in situations involving retirement, strategic exits, dispute resolution, or business restructuring. The document must comply with Malaysian corporate law, particularly the Companies Act 2016, and typically includes detailed provisions for share valuation, payment terms, warranties, and post-withdrawal obligations. This agreement is crucial for ensuring a smooth transition and protecting all parties' interests while maintaining the company's stability during the ownership change. It should address potential complications such as outstanding loans, continuing obligations, and confidentiality requirements.
Suggested Sections

1. Parties: Identification of the withdrawing shareholder(s), remaining shareholders, and the company

2. Background: Context of the shareholding and reasons for withdrawal

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

4. Share Ownership and Valuation: Details of shares owned and agreed valuation method

5. Withdrawal Terms: Core terms of the withdrawal including timing and process

6. Purchase Price and Payment: Agreed price for shares and payment terms including installments if applicable

7. Completion Requirements: Actions required to complete the withdrawal process

8. Representations and Warranties: Standard warranties from both withdrawing shareholder and company

9. Confidentiality: Ongoing confidentiality obligations

10. Release and Discharge: Mutual release of claims upon completion

11. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction

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

Optional Sections

1. Non-Compete Provisions: Restrictions on competing activities - include when protecting company interests is crucial

2. Intellectual Property Rights: IP ownership and transfer provisions - include when withdrawing shareholder was involved in IP creation

3. Outstanding Loans and Debts: Settlement of shareholder loans or debts - include when financial obligations exist

4. Tax Indemnities: Specific tax-related provisions - include for complex tax situations

5. Continuing Obligations: Ongoing responsibilities - include when withdrawing shareholder retains certain duties

6. Employee/Director Resignation: Terms of resignation from positions - include when shareholder holds company positions

7. Dispute Resolution: Detailed ADR procedures - include for high-value or complex withdrawals

Suggested Schedules

1. Share Certificate Details: Details of share certificates being transferred

2. Valuation Report: Independent valuation of shares (if applicable)

3. Payment Schedule: Detailed payment terms and installment schedule if applicable

4. Outstanding Company Obligations: List of company obligations to be settled

5. Required Corporate Approvals: Copies of board/shareholder resolutions approving withdrawal

6. Share Transfer Forms: Pro-forma share transfer documentation

7. Tax Clearance: Relevant tax clearance certificates or documentation

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

Technology

Manufacturing

Professional Services

Retail

Real Estate

Financial Services

Healthcare

Education

Construction

Agriculture

Mining

Telecommunications

Transportation

Hospitality

Energy

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Board of Directors

Executive Management

Corporate Governance

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Finance Director

Managing Director

Board Director

Compliance Officer

Corporate Governance Officer

Financial Controller

Investment Manager

Risk Manager

Business Development Director

Shareholder Relations Manager

Industries
Companies Act 2016: The primary legislation governing corporate matters in Malaysia, including provisions for share transfers, shareholder rights, corporate governance, and procedural requirements for changes in shareholding.
Contract Act 1950: Provides the legal framework for contract formation, validity, and enforcement in Malaysia, ensuring the agreement meets basic contractual requirements.
Income Tax Act 1967: Governs the tax implications of share transfers and capital gains from the withdrawal of shareholders, including stamp duty considerations.
Capital Markets and Services Act 2007: Relevant if the company is publicly listed, governing securities trading and market conduct regulations.
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001: Ensures compliance with anti-money laundering regulations for significant financial transactions involved in share transfers.
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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