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Share Purchase Agreement Between Shareholders

Share Purchase Agreement Between Shareholders Template for Malaysia

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Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders for the sale of my entire 30% shareholding in a Malaysian technology company to an existing shareholder, with completion planned for March 2025 and including non-compete provisions."

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Document background
The Share Purchase Agreement Between Shareholders is a crucial document used in Malaysian corporate transactions when existing shareholders wish to transfer their shares to other shareholders within the same company. This type of agreement is particularly relevant under Malaysian law when shareholders are restructuring their ownership positions, planning exits, or resolving disputes through share transfers. The document must comply with the Companies Act 2016, Contract Act 1950, and other relevant Malaysian legislation. It typically includes detailed provisions on share valuation, payment terms, warranties about the shares and the company's status, and specific completion requirements. The agreement serves to protect both the selling and purchasing shareholders' interests while ensuring the transaction meets all regulatory requirements for valid share transfers in Malaysia.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including seller(s) and purchaser(s) with complete details

2. Background: Recitals explaining the context of the transaction, company details, and current shareholding structure

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and class of shares being transferred

5. Purchase Price: Detailed breakdown of consideration, payment terms, and payment method

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

7. Completion: Specific requirements and procedures for closing the transaction

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

9. Purchaser's Warranties: Warranties from the purchaser regarding authority and capacity to purchase

10. Confidentiality: Obligations regarding confidential information and announcement restrictions

11. Notices: Process and requirements for serving notices under the agreement

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

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stakes

2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in sale

3. Non-Competition: Include when selling shareholders need to be restricted from competing post-sale

4. Tax Indemnity: Include when specific tax risks need to be allocated between parties

5. Earn-out Provisions: Include when part of purchase price is contingent on future performance

6. Break Fee: Include when compensation is needed if either party backs out

7. Director Resignations: Include when seller's appointed directors need to resign upon completion

Suggested Schedules

1. Details of the Company: Complete corporate information including registration number, registered office, directors, etc.

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

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

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

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

6. Company Accounts: Latest financial statements and management accounts

7. Corporate Approvals: Copies of relevant board and shareholder resolutions

8. Disclosure Letter: Seller's disclosures against the warranties

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





























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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Energy

Agriculture

Construction

Education

Transportation

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Executive Management

Board of Directors

Corporate Strategy

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Managing Director

Finance Director

Board Director

Compliance Officer

Investment Manager

Corporate Finance Manager

Shareholder Relations Manager

Business Development Director

Company Director

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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