Amended And Restated Shareholders Agreement

Amended And Restated Shareholders Agreement Template for Malaysia

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Key Requirements PROMPT example:

"I need an Amended and Restated Shareholders Agreement for my Malaysian technology startup to accommodate three new venture capital investors coming on board in March 2025, replacing our original agreement from 2022 while maintaining key protections for founding shareholders."

Document background

An Amended And Restated Shareholders Agreement becomes necessary when significant changes occur in a company's ownership structure, governance requirements, or operational framework under Malaysian jurisdiction. This document is typically used when multiple amendments to the original shareholders agreement have made it complex to follow, or when substantial changes in shareholding or business operations require a comprehensive revision. It consolidates all previous amendments and updates into a single, clear document that reflects current Malaysian legal requirements, including compliance with the Companies Act 2016 and relevant corporate governance guidelines. The agreement covers crucial aspects such as share transfer restrictions, voting rights, board composition, dividend policies, and dispute resolution mechanisms, while ensuring that all historical arrangements that remain relevant are preserved in a more organized and accessible format.

Suggested Sections

1. Parties: Identification of all shareholders and the company, including their full legal names, registration numbers, and addresses

2. Background: Context of the original agreement, reason for amendment and restatement, and current shareholding structure

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

4. Amendment and Restatement: Clear statement that this agreement amends and restates the previous shareholders agreement in its entirety

5. Share Capital and Shareholding: Details of the company's share capital structure, classes of shares, and current shareholding distribution

6. Share Transfer Restrictions: Restrictions on transfer of shares, right of first refusal, and transfer procedures

7. Corporate Governance: Board composition, appointment of directors, voting rights, and decision-making processes

8. Shareholders Meetings: Procedures for calling and conducting shareholders meetings, voting requirements, and quorum

9. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval

10. Dividend Policy: Framework for declaration and distribution of dividends

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Dispute Resolution: Procedures for resolving disputes between shareholders

13. Term and Termination: Duration of the agreement and circumstances for termination

14. General Provisions: Standard clauses including notices, governing law, and entire agreement provisions

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in case of new share issuance

2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

4. Anti-dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances

5. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

6. Non-compete and Non-solicitation: Restrictions on shareholders competing with the company or soliciting employees

7. Deadlock Resolution: Specific procedures for resolving deadlock situations in decision-making

8. Islamic Finance Compliance: Specific provisions ensuring compliance with Shariah principles if required

9. Foreign Ownership Provisions: Special provisions addressing foreign ownership restrictions and compliance requirements

Suggested Schedules

1. Schedule 1 - Details of Shareholders: Complete list of shareholders with their details, shareholding percentages, and share classes

2. Schedule 2 - Share Capital Structure: Detailed breakdown of the company's share capital, including all share classes and rights

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval

4. Schedule 4 - Deed of Adherence: Template for new shareholders to agree to be bound by the agreement

5. Schedule 5 - Company's Constitution: Copy of the company's current constitution

6. Schedule 6 - Board Composition: Current board structure and nomination rights

7. Schedule 7 - Business Plan: Current business plan and strategic objectives

8. Appendix A - Original Shareholders Agreement: Copy of the original shareholders agreement being amended

9. Appendix B - Share Transfer Procedures: Detailed procedures and forms for share transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Energy

Construction

Agriculture

Transportation

Education

Professional Services

Telecommunications

Food and Beverage

Mining

Relevant Teams

Legal

Corporate Secretarial

Executive Leadership

Board of Directors

Corporate Governance

Compliance

Finance

Risk Management

Investor Relations

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Board Director

Managing Director

Chief Legal Officer

Investment Manager

Compliance Officer

Corporate Governance Officer

Risk Manager

Business Development Director

Shareholder Relations Manager

Company Director

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Let's create your Amended And Restated Shareholders Agreement

Authors

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