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Business Share Sale Agreement Template for Malaysia

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Key Requirements PROMPT example:

Business Share Sale Agreement

"I need a Business Share Sale Agreement for the sale of 60% shareholding in my Malaysian technology company to a Singapore-based investor, with completion scheduled for March 2025 and standard warranties."

Document background
The Business Share Sale Agreement is a crucial document used in Malaysian corporate transactions when transferring ownership of company shares from one party to another. It is essential for both private and public company transactions, though the complexity and regulatory requirements may vary. The agreement must comply with Malaysian legislation, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and relevant securities regulations. It typically includes detailed provisions covering purchase price mechanisms, conditions precedent, warranties and representations, tax matters, and completion procedures. This document is particularly important in Malaysia's dynamic business environment where corporate restructuring, mergers, and acquisitions are common across various industries. The agreement serves to protect both buyers and sellers by clearly documenting their rights, obligations, and the agreed terms of the transaction.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) including full legal names and registration details

2. Background: Context of the transaction, including brief description of the company and reason for the share sale

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Details of the completion process, timing, location, and deliverables

8. Warranties and Representations: Seller's warranties about the company, shares, and business

9. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

10. Tax Covenants: Specific provisions relating to tax matters and indemnities

11. Confidentiality and Announcements: Obligations regarding confidentiality and public announcements

12. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

13. Notices: Process and requirements for giving formal notices under the agreement

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

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

Optional Sections

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

2. Employee Matters: Include when specific arrangements for key employees are part of the transaction

3. Non-Competition Covenants: Include when seller needs to be restricted from competing post-completion

4. Intellectual Property Rights: Include when IP is a significant asset requiring specific provisions

5. Multiple Completion Dates: Include when shares are to be transferred in stages

6. Bank Guarantee/Security: Include when payment terms include security arrangements

7. Foreign Investment Provisions: Include when transaction involves foreign investors requiring regulatory approval

8. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances

Suggested Schedules

1. Share Details: Details of shares being sold including share certificates numbers and shareholder information

2. Company Information: Detailed information about the company including corporate structure and financial statements

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: List and details of company properties and related matters

5. Intellectual Property: Schedule of IP rights owned or used by the company

6. Material Contracts: List and details of important contracts

7. Employee Information: Details of employees, service agreements, and benefits

8. Completion Deliverables: List of documents and items to be delivered at completion

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Board Resolutions: Template board resolutions approving the share transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Retail

Healthcare

Education

Professional Services

Energy

Telecommunications

Agriculture

Construction

Hospitality

Transportation

Mining and Resources

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Tax

Corporate Secretarial

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Managing Director

Finance Director

Business Development Director

Investment Manager

Merger & Acquisition Specialist

Corporate Finance Manager

Risk Manager

Compliance Officer

Board Director

Commercial Director

Tax 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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