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Business Buy And Sell Agreement Template for Malaysia

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Key Requirements PROMPT example:

Business Buy And Sell Agreement

"I need a Business Buy And Sell Agreement for the sale of my retail clothing chain with 3 outlets in Kuala Lumpur to a competing retailer, with completion scheduled for March 2025 and including inventory transfer provisions."

Document background
The Business Buy And Sell Agreement is a crucial legal instrument used in Malaysian business transactions when one entity intends to sell its business operations to another. This document is essential for transactions governed by Malaysian law, particularly under the Companies Act 2016 and other relevant regulations. It provides a comprehensive framework for the transfer of business ownership, covering everything from initial sale terms to post-completion obligations. The agreement is typically used in scenarios ranging from small business acquisitions to large corporate transactions, ensuring proper documentation of the transfer of assets, liabilities, employees, and intellectual property. It includes vital provisions for warranties, indemnities, and regulatory compliance, while accounting for specific Malaysian legal requirements such as stamp duty obligations and potential Shariah law considerations where applicable.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and registration details

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

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

4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of the completion process, timing, and deliverables

9. Warranties and Representations: Seller's warranties about the business and buyer's warranties

10. Limitations on Claims: Limitations on warranty claims and indemnities

11. Confidentiality: Obligations regarding confidential information

12. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities

13. Tax Matters: Tax-related obligations and indemnities

14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Employee Matters: Include when employees are being transferred as part of the business

2. Intellectual Property: Include when significant IP assets are part of the sale

3. Property Lease Assignment: Include when business premises are leased and require assignment

4. Earn-out Provisions: Include when part of purchase price is contingent on future performance

5. Islamic Finance Compliance: Include when transaction needs to comply with Shariah principles

6. Environmental Matters: Include for businesses with environmental risks or compliance requirements

7. Data Protection: Include when significant customer or employee data is being transferred

8. Transitional Services: Include when seller will provide post-completion support services

Suggested Schedules

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of owned or leased properties included in sale

4. Schedule 4 - Intellectual Property: List of all IP rights being transferred

5. Schedule 5 - Employee Information: Details of transferring employees and their terms

6. Schedule 6 - Material Contracts: List of key contracts being assigned or transferred

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Deliverables: List of documents and items to be delivered at completion

9. Schedule 9 - Permits and Licenses: List of business permits and licenses

10. Appendix A - Completion Accounts: Pro forma completion accounts and adjustment mechanisms

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Retail

Manufacturing

Technology

Professional Services

Food and Beverage

Healthcare

Real Estate

Construction

Hospitality

Agriculture

Education

Transportation and Logistics

Entertainment

Financial Services

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Operations

Strategy

Business Development

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Director

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Operations Director

Risk Manager

Compliance Officer

Business Owner

Merger & Acquisition Manager

Investment Manager

Commercial Director

Strategy Director

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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