Shareholders Agreement And Share Subscription Agreement Template for Malaysia

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Key Requirements PROMPT example:

Shareholders Agreement And Share Subscription Agreement

"Need a Shareholders Agreement and Share Subscription Agreement under Malaysian law for my tech startup's Series A funding round closing in March 2025, where three venture capital firms will collectively subscribe for 30% of the company's shares, with specific focus on anti-dilution protection and board representation rights."

Document background

The Shareholders Agreement And Share Subscription Agreement is a crucial document used when a company is issuing new shares to investors while simultaneously establishing the framework for ongoing shareholder relationships. This dual-purpose agreement is particularly relevant in the Malaysian context, where it must comply with the Companies Act 2016, Capital Markets and Services Act 2007, and other relevant Malaysian legislation. It's commonly used in investment rounds, joint ventures, or company restructuring, providing comprehensive coverage of share subscription mechanics, payment terms, warranties, and the future governance framework. The agreement includes essential provisions for shareholder rights, company management, share transfers, and dispute resolution, making it fundamental for both the immediate investment transaction and long-term shareholder relationships.

Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement

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

4. Subscription Details: Number, class, and price of shares being subscribed for, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription

6. Warranties and Representations: Standard warranties from the company and existing shareholders to subscribers, and vice versa

7. Share Capital and Further Issues: Share capital structure and rules for future share issuances

8. Transfer of Shares: Restrictions on share transfers and pre-emptive rights

9. Management and Decision Making: Board composition, appointment rights, and decision-making processes

10. Reserved Matters: Decisions requiring special majority or unanimous approval

11. Dividend Policy: Agreement on distribution of profits and dividend declaration

12. Information Rights: Shareholders' rights to company information and financial statements

13. Confidentiality: Protection of company and shareholder confidential information

14. Term and Termination: Duration of the agreement and circumstances for termination

15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake - include when protecting minority interests

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale - include for exit flexibility

3. Anti-dilution Protection: Protection against dilution from new share issues - important for significant investors

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include when shareholders are active in the industry

5. Deadlock Resolution: Mechanisms for resolving shareholder disputes - important for 50/50 joint ventures

6. Put and Call Options: Rights to force purchase/sale of shares - include for exit mechanisms

7. IPO Rights: Provisions regarding future public listing - include if IPO is contemplated

8. Employee Share Scheme: Framework for employee share ownership - include if employee participation is planned

Suggested Schedules

1. Share Capital Structure: Details of existing and post-subscription shareholding structure

2. Subscription Details: Detailed breakdown of share subscription including share numbers, prices, and payment terms

3. Company Information: Key corporate information including directors, secretary, registered office

4. Reserved Matters List: Comprehensive list of matters requiring special approval

5. Form of Deed of Adherence: Standard form for new shareholders to join the agreement

6. Business Plan: Initial business plan and financial projections

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

8. Warranties: Detailed warranties and representations from all parties

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

E-commerce

Agriculture

Energy

Education

Professional Services

Media and Entertainment

Construction

Transportation and Logistics

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Board of Directors

Executive Management

Company Secretarial

Investment

Corporate Finance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Board Director

Managing Director

Finance Director

Compliance Officer

Corporate Development Manager

Investment Analyst

Venture Capital Associate

Private Equity Manager

Company Director

General Counsel

Corporate Finance Manager

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Let's create your Shareholders Agreement And Share Subscription Agreement

Authors

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