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Company Share Purchase Agreement Template for Malaysia

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement for acquiring 60% of shares in a Malaysian technology startup, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets for the first two years post-acquisition."

Document background
The Company Share Purchase Agreement is a fundamental transaction document used in Malaysian corporate acquisitions when one party wishes to acquire shares in a company from existing shareholders. This document is essential for both private and public company transactions, though additional requirements apply for public listed companies under the Malaysian Code on Take-Overs and Mergers 2016. The agreement typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties and indemnities, conditions precedent, and completion requirements. It requires careful consideration of Malaysian corporate law, securities regulations, tax implications, and stamp duty requirements. The document is particularly crucial as it not only transfers ownership but also provides protection for both parties through various representations, warranties, and covenants, while ensuring compliance with local regulatory requirements.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Target Company

2. Background: Recitals explaining the context of the transaction and ownership of shares being sold

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

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

5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase

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

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Warranties and Representations: Standard warranties about share ownership, company status, and business conditions

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

10. Confidentiality: Obligations regarding confidential information and announcements

11. Tax Matters: Tax-related provisions including indemnities and conduct of tax affairs

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

13. Notices: Process and requirements for serving 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. Non-Competition and Non-Solicitation: Restrictions on seller's competing activities - include when seller is active in the industry

2. Employee Matters: Specific provisions regarding key employees - include when retention of key staff is crucial

3. Intellectual Property Rights: Special provisions for IP transfer/protection - include for technology or brand-focused companies

4. Real Property: Specific provisions regarding company real estate - include when property assets are material

5. Bank Financing: Provisions relating to external financing - include when purchase is leveraged

6. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent

7. Tag-Along/Drag-Along Rights: Share transfer rights - include for partial stake sales with ongoing relationship

8. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

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

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of all real property owned or leased by the company

6. Intellectual Property: List of all IP rights owned or licensed by the company

7. Material Contracts: List and details of key commercial contracts

8. Employee Information: Details of key employees and their terms of employment

9. Disclosed Matters: Specific disclosures against the warranties

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

11. 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








































Clauses
































Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Retail

Healthcare

Education

Professional Services

Energy

Telecommunications

Agriculture

Construction

Mining

Transportation

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretarial

Board of Directors

Executive Management

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Banker

Corporate Finance Manager

Mergers & Acquisitions Director

Business Development Manager

Finance Director

Managing Director

Board Director

Compliance Officer

Tax Manager

Due Diligence Specialist

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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