Spousal Consent Stock Purchase Agreement Template for Malaysia

The Spousal Consent Stock Purchase Agreement is a specialized legal instrument used in Malaysia when a married individual wishes to sell their shareholding in a company. This document is particularly important in the Malaysian legal context due to the country's unique legal framework that often requires spousal consent for significant property transactions. The agreement serves multiple purposes: it documents the traditional elements of a share purchase (such as price, payment terms, and warranties), while also incorporating formal spousal consent and acknowledgment to prevent future disputes or claims. The document must be carefully drafted to comply with both the Companies Act 2016 and relevant family law provisions, including Islamic law considerations for Muslim couples. It's typically used in private company transactions, family business transfers, or when reorganizing shareholding structures where married shareholders are involved.

1. Parties: Identifies the Seller, Buyer, Seller's Spouse, and the Company whose shares are being transferred

2. Background: Explains the context of the share sale and the requirement for spousal consent under Malaysian law

3. Definitions: Defines key terms used throughout the agreement, including Share definitions, Purchase Price, and Completion Date

4. Sale and Purchase of Shares: Details the agreement to sell and purchase the shares, including the number and class of shares

5. Purchase Price and Payment: Specifies the purchase price and payment terms, including any deposit requirements

6. Spousal Consent and Acknowledgment: Contains the formal consent and acknowledgment from the seller's spouse regarding the share transfer

7. Conditions Precedent: Lists conditions that must be satisfied before completion of the share transfer

8. Completion: Details the completion process, timing, and deliverables

9. Seller's Warranties: Warranties from the seller regarding ownership, authority to sell, and status of shares

10. Spouse's Warranties: Warranties from the spouse regarding authority to consent and understanding of the transaction

11. Confidentiality: Provisions regarding confidentiality of the transaction and agreement terms

12. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

13. Notices: Details how formal notices under the agreement should be given

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability