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Shareholder Subscription Agreement Template for Malaysia

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement for my Malaysian technology startup, where a Singapore-based venture capital firm will subscribe for 20% of our company's shares in March 2025, with specific provisions for board representation and anti-dilution rights."

Document background
The Shareholder Subscription Agreement is a crucial document used in Malaysian corporate transactions when a company wishes to issue new shares to investors or existing shareholders. It serves as the primary legal instrument for documenting share subscriptions, whether for startup funding, capital raising, or strategic investment purposes. The agreement must comply with Malaysian law, particularly the Companies Act 2016 and Capital Markets and Services Act 2007, and typically includes detailed provisions on share pricing, payment terms, conditions precedent, warranties, and completion mechanics. This document is essential for protecting both the issuing company and the subscriber, ensuring proper documentation of the transaction, and maintaining compliance with regulatory requirements. It often works in conjunction with other corporate documents such as shareholders' agreements and constitutional documents.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s), including registration numbers and registered addresses

2. Background: Recitals explaining the company's current share structure, the purpose of the subscription, and any relevant corporate approvals

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

4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms

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

6. Completion: Timing, location, and mechanics of completion, including actions to be taken at completion

7. Representations and Warranties: Warranties given by both the company and the subscriber

8. Covenants: Ongoing obligations of the parties post-completion

9. Confidentiality: Obligations regarding confidential information

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

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

Optional Sections

1. Multiple Closings: Required when the subscription will occur in multiple tranches or phases

2. Foreign Ownership Compliance: Required when the subscriber is a foreign entity, addressing compliance with Malaysian foreign ownership restrictions

3. Tag-Along and Drag-Along Rights: Optional provisions for share transfer rights, typically included for significant minority investments

4. Anti-Dilution Protection: Protection mechanisms for subscribers against future dilutive share issuances

5. Board Representation: Rights of the subscriber to appoint directors, if applicable

6. Restrictive Covenants: Non-compete and non-solicitation provisions, if required

7. Exit Rights: Provisions regarding future exit options such as IPO or trade sale

8. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration, if preferred over court jurisdiction

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital structure pre and post-subscription

2. Conditions Precedent Checklist: Detailed list of all conditions precedent and their status

3. Completion Checklist: List of all documents and actions required at completion

4. Form of Board Resolutions: Pro-forma board resolutions approving the share issuance

5. Warranties: Detailed list of warranties given by the company and/or subscriber

6. Disclosure Letter: Exceptions and qualifications to the warranties

7. New Constitution/M&A: Updated constitutional documents reflecting new shareholding structure, if required

8. Shareholders' Agreement: Form of shareholders' agreement to be entered into at completion, if applicable

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

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Agriculture

Education

Mining

Construction

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Risk Management

Corporate Development

Investment

Board of Directors

Executive Management

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Board Director

Corporate Finance Manager

Investment Banker

Private Equity Manager

Venture Capital Manager

Risk Manager

Corporate Development Manager

Financial Controller

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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