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Sale Of Partnership Agreement Template for Malaysia

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Key Requirements PROMPT example:

Sale Of Partnership Agreement

"I need a Sale of Partnership Agreement for selling my 35% stake in a Malaysian engineering consultancy to an existing partner, with completion planned for March 2025 and a clean exit with no ongoing obligations."

Document background
The Sale of Partnership Agreement is a crucial document used when one or more partners wish to sell their interest in a Malaysian partnership to either existing partners or new buyers. This agreement is essential for businesses operating under Malaysian law and must comply with the Partnership Act 1961, Contracts Act 1950, and other relevant legislation. It typically becomes necessary during partnership restructuring, retirement of partners, or strategic business realignment. The document comprehensively covers the sale terms, valuation of partnership interests, transfer procedures, warranties, and post-sale arrangements. It protects both sellers' and buyers' interests while ensuring business continuity and legal compliance. The agreement should be carefully drafted to address specific partnership circumstances, including treatment of existing liabilities, ongoing contracts, and employee relationships.
Suggested Sections

1. Parties: Identifies and provides full details of the seller(s) and purchaser(s) of the partnership interest

2. Background: Outlines the current partnership structure, reason for sale, and context of the transaction

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Sale and Purchase: Details the partnership interest being sold and purchased, including the percentage stake

5. Purchase Price: Specifies the agreed purchase price and payment terms

6. Completion: Sets out the completion date, location, and actions required to complete the sale

7. Seller's Warranties: Lists warranties given by the seller regarding the partnership interest and business

8. Purchaser's Warranties: Contains warranties given by the purchaser, including capacity to purchase

9. Partnership Assets: Details the treatment of partnership assets and their transfer

10. Liabilities: Addresses the handling of existing partnership liabilities

11. Confidentiality: Outlines confidentiality obligations regarding partnership information

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

13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting business interests is crucial

2. Intellectual Property Rights: Treatment of IP rights - include when partnership owns significant IP assets

3. Employee Matters: Handling of employment relationships - include when staff transfers are involved

4. Tax Indemnities: Specific tax-related indemnities - include when complex tax implications exist

5. Ongoing Obligations: Continuing duties of seller - include when seller maintains some involvement

6. Property Matters: Real estate provisions - include when partnership owns/leases property

7. Third Party Consents: Requirements for external approvals - include when third party permissions needed

Suggested Schedules

1. Partnership Details: Complete details of the partnership structure, registration, and history

2. Assets Schedule: Comprehensive list of partnership assets included in the sale

3. Financial Statements: Recent financial statements and accounts of the partnership

4. Property Schedule: Details of any real property owned or leased by the partnership

5. Intellectual Property Schedule: List of all IP rights owned or used by the partnership

6. Existing Contracts: List of important contracts and agreements affecting the partnership

7. Employee Information: Details of employees and their terms of employment

8. Completion Requirements: Checklist of documents and actions required for completion

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

Professional Services

Retail

Manufacturing

Construction

Healthcare

Hospitality

Real Estate

Agriculture

Technology

Consulting

Trading

Food and Beverage

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Business Development

Commercial Operations

Corporate Secretarial

Partner Relations

Executive Leadership

Relevant Roles

Managing Partner

Senior Partner

Business Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Director

Commercial Director

Partnership Manager

Risk Manager

Compliance Officer

Company Secretary

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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