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Shares Subscription Agreement

Shares Subscription Agreement Template for Malaysia

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Key Requirements PROMPT example:

Shares Subscription Agreement

"I need a Shares Subscription Agreement for my Malaysian technology startup to issue 100,000 new ordinary shares to a single private investor at RM 2.50 per share, with completion planned for March 15, 2025."

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Document background
The Shares Subscription Agreement is a crucial document used when a company wishes to raise capital by issuing new shares to investors in Malaysia. This agreement is essential for both private and public companies seeking to expand their capital base, fund growth initiatives, or bring in strategic investors. The document must comply with Malaysian corporate law, particularly the Companies Act 2016 and Capital Markets and Services Act 2007. It sets out the complete terms of the share subscription, including the number and type of shares being issued, price per share, payment terms, conditions precedent, and completion requirements. The agreement also typically includes warranties from both the company and the subscriber, regulatory compliance provisions, and various protective clauses for all parties involved.
Suggested Sections

1. Parties: Identification of the Company issuing shares and the Subscriber(s)

2. Background: Recitals explaining the context of the share subscription and the company's authority to issue the shares

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement

4. Subscription: Details of shares being subscribed for, including number, class, and price per share

5. Conditions Precedent: Conditions that must be satisfied before the subscription can complete

6. Payment Terms: Terms and method of payment for the subscription shares

7. Completion: Process and requirements for completing the subscription, including timing and deliverables

8. Warranties and Representations: Standard warranties given by both the company and the subscriber

9. Covenants: Ongoing obligations of the parties post-completion

10. Confidentiality: Obligations regarding confidential information

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

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

Optional Sections

1. Multiple Completion Dates: Section dealing with tranched subscriptions where shares are subscribed for and paid in multiple installments

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of shares

4. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds

5. Board Appointment Rights: Rights of subscribers to appoint directors to the company's board

6. Pre-emptive Rights: Rights of existing shareholders to participate in future share issues

7. Regulatory Compliance: Additional provisions for compliance with specific regulatory requirements, particularly for regulated industries

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of the company's share capital structure before and after the subscription

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions that must be satisfied before completion

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

4. Schedule 4 - Company Warranties: Detailed warranties given by the company regarding its business, assets, and liabilities

5. Schedule 5 - Subscriber Warranties: Detailed warranties given by the subscriber regarding their capacity and authority

6. Schedule 6 - Form of Board Resolutions: Template board resolutions approving the share subscription

7. Schedule 7 - Form of Subscription Notice: Template notice to be used for formal subscription of shares

8. Appendix A - Shareholding Structure: Detailed breakdown of shareholding before and after subscription

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

Technology

Manufacturing

Real Estate

Healthcare

Energy

Infrastructure

Consumer Goods

Professional Services

Education

Telecommunications

Agriculture

Mining

Retail

Transportation

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Board of Directors

Executive Management

Investment

Corporate Secretarial

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Manager

Compliance Officer

Board Director

Investment Analyst

Financial Controller

Managing Director

Corporate Development Manager

Risk Manager

Business Development Director

Finance Director

Industries
Companies Act 2016: Primary legislation governing company formation, operation, and corporate matters including share issuance, transfer of shares, and shareholders' rights and obligations
Capital Markets and Services Act 2007: Regulates securities markets, licensing of capital market services providers, and market conduct in Malaysia's capital market
Securities Commission Act 1993: Establishes the Securities Commission and provides for its powers in regulating and developing the securities and futures markets
Contracts Act 1950: Provides the legal framework for contract formation, validity, and enforcement in Malaysia
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001: Governs due diligence requirements and prevention of money laundering in financial transactions including share subscriptions
Foreign Investment Committee Guidelines: Guidelines governing foreign ownership and investment in Malaysian 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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