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Buy Sell Agreement for Malaysia

Buy Sell Agreement Template for Malaysia

A Buy Sell Agreement under Malaysian law is a comprehensive legal document that formalizes the terms and conditions for the sale and purchase of assets, goods, or business interests. Governed by Malaysian commercial law, particularly the Contracts Act 1950 and Sale of Goods Act 1957, this agreement outlines the specific details of the transaction, including purchase price, payment terms, warranties, and transfer conditions. The document incorporates necessary provisions to comply with Malaysian regulatory requirements, including stamp duty obligations and, where applicable, requirements under the Companies Act 2016.

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What is a Buy Sell Agreement?

The Buy Sell Agreement is a fundamental commercial contract used in Malaysian business transactions for documenting the sale and purchase of assets, goods, or business interests. This document is essential when parties need to formalize significant commercial transactions, requiring detailed documentation of the terms, conditions, and obligations of both seller and buyer. It becomes particularly important in complex transactions where clear documentation of warranties, representations, and specific conditions is necessary. The agreement must comply with Malaysian law, including the Contracts Act 1950, Sale of Goods Act 1957, and where applicable, the Companies Act 2016. It typically includes provisions for purchase price, payment terms, conditions precedent, warranties, and completion requirements, making it a crucial document for protecting both parties' interests in commercial transactions.

What sections should be included in a Buy Sell Agreement?

1. Parties: Identification and details of the seller and buyer, including registration numbers for companies or ID numbers for individuals

2. Background: Context of the transaction and brief description of the subject matter of the sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the subject matter

5. Purchase Price: Specification of the purchase price and payment terms

6. Completion: Details of the completion process, timing, and delivery arrangements

7. Seller's Warranties: Warranties provided by the seller regarding the subject matter of sale

8. Buyer's Warranties: Warranties provided by the buyer regarding capacity and authority to enter into the agreement

9. Condition of Assets: Description of the condition in which the assets/goods will be transferred

10. Title and Risk: Provisions regarding transfer of title and risk in the subject matter

11. Termination: Circumstances under which the agreement may be terminated

12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

13. Notices: Process and requirements for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including entire agreement, variation, and severability

What sections are optional to include in a Buy Sell Agreement?

1. Due Diligence: Required when the transaction involves complex assets requiring verification - details the due diligence process and requirements

2. Conditions Precedent: Include when completion is subject to certain conditions being satisfied

3. Tax Provisions: Detailed tax arrangements when the transaction has significant tax implications

4. Intellectual Property: Required when the sale includes IP rights or licenses

5. Employee Matters: Include when the sale involves transfer of employees or employee-related obligations

6. Confidentiality: Detailed confidentiality provisions for sensitive transactions

7. Non-Competition: Include when restricting seller's future competitive activities

8. Installment Payments: Detailed payment structure when purchase price is paid in installments

9. Force Majeure: Include when specific provisions for unforeseen circumstances are required

What schedules should be included in a Buy Sell Agreement?

1. Asset Schedule: Detailed list and description of assets being sold

2. Purchase Price Calculation: Detailed breakdown of purchase price components

3. Form of Transfer Documents: Templates of documents required for transferring title

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

5. Intellectual Property Schedule: List of IP rights included in the sale

6. Encumbrances Schedule: List of any existing encumbrances on the assets

7. Due Diligence Results: Summary of due diligence findings and outstanding issues

8. Required Consents: List of third-party consents required for the transaction

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

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions





























Clauses






























Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Agriculture

Professional Services

Healthcare

Automotive

Construction

Energy

Mining

Telecommunications

Hospitality

Education

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Operations

Procurement

Risk Management

Compliance

Business Development

Asset Management

Investment

Property Management

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Commercial Director

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Manager

Operations Manager

Procurement Manager

Asset Manager

Company Secretary

Contract Manager

Risk Manager

Compliance Officer

Investment Manager

Property 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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