Simple Business Sale Agreement Template for Malaysia

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Key Requirements PROMPT example:

Simple Business Sale Agreement

"I need a Simple Business Sale Agreement for selling my Malaysian retail clothing business with 3 outlets in Kuala Lumpur for RM 2.5 million, with completion planned for March 2025 and including a 6-month transition period for staff training."

Document background
The Simple Business Sale Agreement is a fundamental legal document used in Malaysian business transactions for the transfer of business ownership from one party to another. This agreement is essential when selling or purchasing a business in Malaysia, whether it's a small retail establishment or a medium-sized enterprise. It covers crucial aspects such as asset transfer, payment terms, warranties, and completion requirements, while ensuring compliance with Malaysian legislation including the Contracts Act 1950, Sales of Goods Act 1957, and Companies Act 2016. The document is designed to protect both parties' interests and provide a clear framework for the transaction, including provisions for due diligence, employee transfers, and post-completion obligations. It's particularly suitable for straightforward business sales where standard terms and conditions can adequately cover the transaction requirements.
Suggested Sections

1. Parties: Identifies and defines the Seller and Buyer with full legal names and registration details

2. Background: Provides context about the business being sold and the parties' intention to enter into the sale transaction

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Sale and Purchase: Core clause establishing the agreement to sell and purchase the business

5. Purchase Price: States the agreed purchase price and payment terms

6. Assets Included: Details the assets included in the sale (inventory, equipment, intellectual property, etc.)

7. Excluded Assets: Specifies any assets explicitly excluded from the sale

8. Liabilities: Clarifies which liabilities are assumed by the buyer and which remain with the seller

9. Completion: Sets out the completion date and requirements for closing the transaction

10. Seller's Warranties: Contains the seller's representations and warranties about the business

11. Buyer's Warranties: Contains the buyer's representations and warranties

12. Confidentiality: Establishes obligations regarding confidential information

13. Governing Law: Specifies Malaysian law as governing law and jurisdiction

Optional Sections

1. Employee Transfer: Include when employees will transfer with the business, detailing terms and conditions

2. Intellectual Property Assignment: Include when significant IP assets are part of the sale

3. Non-Compete Clause: Include when restricting seller from competing with the business post-sale

4. Lease Assignment: Include when business premises are leased and the lease will be transferred

5. Post-Completion Obligations: Include when ongoing obligations exist after completion

6. Tax Indemnity: Include when specific tax arrangements or indemnities are required

7. Transition Services: Include when seller will provide post-sale support or training

Suggested Schedules

1. Schedule 1: Asset List: Detailed inventory of all physical assets included in the sale

2. Schedule 2: Intellectual Property: List of all intellectual property rights being transferred

3. Schedule 3: Contracts: List of contracts being assigned or transferred to the buyer

4. Schedule 4: Employee Information: Details of employees including terms of employment and benefits

5. Schedule 5: Financial Statements: Recent financial statements of the business

6. Schedule 6: Property Details: Details of any real property or lease arrangements

7. Appendix A: Form of Transfer Documents: Templates for various transfer documents required at completion

8. Appendix B: Handover Checklist: Detailed list of items and tasks for business handover

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

Relevant Industries

Retail

Food & Beverage

Professional Services

Manufacturing

Technology

Healthcare

Education

Construction

Real Estate

Hospitality

Automotive

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Operations

Compliance

Risk Management

Business Development

Executive Leadership

Relevant Roles

Business Owner

CEO

Managing Director

Corporate Lawyer

Legal Counsel

Business Development Manager

Finance Director

CFO

Company Secretary

Operations Manager

Commercial Director

Mergers & Acquisitions Manager

Risk Manager

Compliance Officer

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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