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Share Contribution Agreement Template for Malaysia

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement for the transfer of 10,000 ordinary shares from ABC Manufacturing Sdn Bhd to XYZ Holdings Berhad, with completion scheduled for March 15, 2025, including specific warranties about existing contracts and intellectual property rights."

Document background
The Share Contribution Agreement is a crucial document in Malaysian corporate transactions, used when shares are being contributed from one party to another as part of corporate restructuring, investment, or strategic alliance arrangements. It must comply with the Malaysian Companies Act 2016, Capital Markets and Services Act 2007, and other relevant regulations. The agreement captures essential details such as the identity of the shares being contributed, any consideration involved, conditions precedent, completion mechanics, and post-completion obligations. It's particularly important in scenarios involving corporate reorganizations, family business succession planning, or strategic investments. The document includes necessary provisions for regulatory compliance, tax considerations, and corporate governance requirements specific to Malaysia, making it essential for both domestic and cross-border transactions.
Suggested Sections

1. Parties: Identification of the contributor(s) and recipient company, including registration details as required under Malaysian law

2. Background: Context of the share contribution, including the purpose and any related transactions

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

4. Share Contribution: Details of the shares being contributed, including number, class, and nominal value

5. Consideration: Description of any consideration for the contribution, or explicit statement if contribution is made without consideration

6. Completion: Mechanics and timing of the share contribution, including conditions precedent and completion obligations

7. Representations and Warranties: Standard representations regarding share ownership, authority to contribute, and compliance with law

8. Pre-completion Obligations: Actions required before completion, including corporate and regulatory approvals

9. Post-completion Obligations: Actions required after completion, including registration of transfer and updating of company records

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for giving formal notices under the agreement

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

Optional Sections

1. Tax Matters: Include when there are specific tax implications or arrangements that need to be addressed

2. Related Party Transactions: Required when the contribution involves related party transactions under Malaysian law

3. Regulatory Compliance: Include when specific regulatory approvals or compliance measures are needed

4. Security Interest: Include when the shares are subject to any existing or new security interests

5. Non-Competition: Include when the contributor needs to be restricted from competing activities

6. Further Assurance: Include when specific additional actions might be needed post-completion

7. Costs and Expenses: Include when there's a need to specify how transaction costs will be allocated

Suggested Schedules

1. Details of the Shares: Complete description of shares being contributed, including share certificates numbers and shareholding history

2. Completion Requirements: Detailed list of documents and actions required for completion

3. Form of Transfer Instruments: Template share transfer forms and other required documentation

4. Corporate Authorizations: Copies or forms of required corporate approvals and resolutions

5. Warranties: Detailed warranties regarding the shares and the contributor's capacity

6. Existing Encumbrances: List of any existing encumbrances or restrictions on the shares

7. Regulatory Approvals: List and copies of required regulatory approvals

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

Financial Services

Investment Banking

Private Equity

Corporate Services

Professional Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Telecommunications

Mining and Resources

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretarial

Investment

Strategy

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Affairs Manager

Investment Manager

Finance Director

Mergers & Acquisitions Director

Corporate Development Manager

Tax Manager

Compliance Officer

Board Director

Managing Director

Investment Analyst

Corporate Strategy 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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