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Share Buyout Agreement

Share Buyout Agreement Template for Malaysia

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Key Requirements PROMPT example:

Share Buyout Agreement

"I need a Share Buyout Agreement for purchasing 40% shares in a Malaysian tech startup, with payment to be made in three installments over 6 months starting March 2025, and including non-compete provisions for the selling founder."

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Document background
The Share Buyout Agreement is a crucial legal instrument used in Malaysian corporate transactions when one party wishes to acquire shares from another party in a company. This document is essential for both private and public companies operating under Malaysian jurisdiction, particularly in scenarios involving complete or partial exits, corporate restructuring, or strategic acquisitions. The agreement must comply with the Companies Act 2016 and other relevant Malaysian legislation, including stamp duty requirements and securities regulations if applicable. It typically includes detailed provisions on share valuation, payment mechanisms, warranties, indemnities, and conditions precedent to completion. The document is particularly important as it provides legal certainty and protection for all parties involved in the share transfer, establishing clear rights, obligations, and procedures for the transaction's execution.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s), and the company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for the buyout

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment Terms: Detailed payment structure, timing, and method of payment

6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer

7. Completion: Timeline, location, and requirements for completing the transaction

8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

9. Buyer's Warranties: Warranties regarding authority and capacity to purchase, and financial ability

10. Confidentiality: Obligations to maintain confidentiality of transaction and company information

11. Tax Matters: Allocation of tax liabilities and responsibilities

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

13. Notices: Process and requirements for formal communications between parties

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

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities - include when seller has significant market knowledge or customer relationships

2. Employee Matters: Provisions regarding key employees or management - include when seller is also involved in company management

3. Intellectual Property Rights: Special provisions for IP transfer or protection - include when company has significant IP assets

4. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is performance-based

5. Break Fee: Compensation if transaction fails - include in high-value or complex transactions

6. Director Resignations: Terms for resignation of seller-appointed directors - include when seller has board representation

7. Bank Accounts and Financial Matters: Provisions for changing bank signatories - include when seller has banking authority

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificate numbers and shareholding history

2. Company Information: Key company details including registration number, registered address, and current directors

3. Warranties: Detailed list of warranties given by the seller regarding the company and shares

4. Completion Obligations: Detailed list of documents and actions required at completion

5. Encumbrances: List of any existing charges or encumbrances on the shares

6. Company Assets: Inventory of key company assets if relevant to transaction value

7. Outstanding Liabilities: List of company liabilities and contingent obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 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

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Energy

Transportation

Construction

Agriculture

Education

Telecommunications

Mining

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Executive Management

Board of Directors

Corporate Development

Risk Management

Strategy

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Finance Director

Managing Director

Board Director

Investment Manager

Mergers & Acquisitions Director

Corporate Finance Manager

Compliance Officer

Business Development Director

Strategy Director

Risk Manager

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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