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Share Buyback Agreement Template for Malaysia

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Key Requirements PROMPT example:

Share Buyback Agreement

"I need a Share Buyback Agreement for my private Malaysian technology company to repurchase 10,000 shares from a departing founder-shareholder at RM 5 per share, with completion planned for March 2025."

Document background
A Share Buyback Agreement is a crucial document used when a Malaysian company wishes to repurchase its own shares from existing shareholders. This practice is regulated under the Companies Act 2016 and, for listed companies, the Capital Markets and Services Act 2007. The document becomes necessary when a company aims to reduce its share capital, manage its capital structure, or return excess cash to shareholders. The agreement must incorporate specific Malaysian legal requirements, including solvency statements, corporate approvals, and compliance with regulatory frameworks. It's particularly important to note that share buybacks in Malaysia require careful attention to both statutory requirements and corporate governance principles, making this agreement essential for documenting the transaction's terms, conditions, and compliance measures.
Suggested Sections

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the share buyback, including corporate authority and purpose

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

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

5. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals

6. Completion: Mechanics and timing of the share transfer and payment

7. Seller's Warranties: Representations about share ownership, authority to sell, and absence of encumbrances

8. Company's Warranties: Representations about corporate authority, solvency, and compliance with law

9. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information

10. Notices: Process for formal communications between parties

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

Optional Sections

1. Regulatory Compliance: Additional provisions for listed companies to comply with Bursa Malaysia requirements and Capital Markets and Services Act

2. Tax Provisions: Specific arrangements regarding tax treatments and responsibilities, particularly relevant for large transactions

3. Multiple Sellers Provisions: Additional terms when multiple shareholders are selling, including several liability and representative arrangements

4. Share Retention: Provisions regarding any remaining shares held by the seller post-buyback

5. Non-Competition: Restrictions on seller's future activities, particularly relevant if seller is a significant shareholder

6. Escrow Arrangements: Terms for holding funds in escrow, typically used in larger transactions

7. Break Fee: Provisions for compensation if either party fails to complete, used in significant transactions

Suggested Schedules

1. Share Details: Specific details of shares being purchased including share certificate numbers and shareholding history

2. Form of Transfer: Prescribed form for share transfer under Malaysian law

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

4. Completion Checklist: List of actions and documents required for completion

5. Solvency Statement: Directors' solvency statement as required under Companies Act 2016

6. Regulatory Approvals: Copies of relevant regulatory approvals and submissions

7. Payment Details: Bank account and payment mechanism specifications

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

Financial Services

Manufacturing

Technology

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Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

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Treasury

Risk Management

Investor Relations

Board Secretariat

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Finance Manager

Finance Director

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Board Director

Corporate Treasurer

Investment Manager

Financial Controller

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Risk Manager

Shareholder Relations Manager

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