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Conversion Agreement Template for Malaysia

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Key Requirements PROMPT example:

Conversion Agreement

"I need a Conversion Agreement under Malaysian law for converting my tech startup from a private limited company to a public limited company, with completion targeted for March 2025, including specific provisions for employee stock options and intellectual property protection."

Document background
A Conversion Agreement is a crucial document used when a business entity in Malaysia decides to change its legal structure, such as converting from a private limited company to a public company, or from a partnership to a private limited company. This document is essential for compliance with the Companies Act 2016 and other relevant Malaysian legislation. The agreement outlines the complete conversion process, addresses regulatory requirements, and ensures proper transfer of assets, liabilities, and obligations. It's particularly important in scenarios involving corporate restructuring, business expansion, or strategic reorganization. The document must comply with Malaysian corporate law requirements and typically requires registration with the Companies Commission of Malaysia (SSM). A Conversion Agreement includes provisions for protecting stakeholder interests, managing operational continuity, and addressing tax implications of the conversion.
Suggested Sections

1. Parties: Identification of all parties involved in the conversion, including the existing entity and its new form

2. Background: Context of the conversion, including current business structure and reason for conversion

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

4. Conversion Process: Detailed steps of the conversion process, including timing and requirements

5. Assets and Liabilities: Transfer and treatment of all assets and liabilities in the conversion

6. Consideration: Details of any payment or consideration involved in the conversion

7. Representations and Warranties: Standard representations and warranties from all parties

8. Regulatory Compliance: Compliance requirements and necessary approvals

9. Conditions Precedent: Conditions that must be met before conversion can take effect

10. Effective Date: Specification of when the conversion takes effect

11. Post-Conversion Obligations: Ongoing obligations after the conversion is complete

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

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Employee Matters: Required when employees are affected by the conversion, detailing transfer of employment contracts and benefits

2. Intellectual Property: Required when significant IP assets need to be transferred as part of the conversion

3. Tax Matters: Required when specific tax arrangements or implications need to be addressed

4. Third Party Consents: Required when material contracts or relationships require third party approval for transfer

5. Insurance: Required when specific insurance arrangements need to be transferred or established

6. Dispute Resolution: Optional alternative dispute resolution mechanisms beyond court jurisdiction

7. Confidentiality: Required when sensitive information is involved in the conversion process

Suggested Schedules

1. Schedule 1 - Asset Register: Detailed list of all assets being transferred

2. Schedule 2 - Liabilities Register: Detailed list of all liabilities being transferred

3. Schedule 3 - Contracts Register: List of all contracts to be transferred or novated

4. Schedule 4 - Employee Register: List of employees and their terms of employment (if applicable)

5. Schedule 5 - Intellectual Property Register: Details of all IP rights being transferred (if applicable)

6. Schedule 6 - Required Consents: List of all required regulatory and third-party consents

7. Schedule 7 - Conversion Steps: Detailed timeline and steps for implementing the conversion

8. Appendix A - Forms and Notices: Templates of required statutory forms and notices

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

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Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Retail

Real Estate

Construction

Healthcare

Education

Transportation

Energy

Agriculture

Mining

Telecommunications

Hospitality

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Tax

Risk Management

Human Resources

Operations

Business Development

Board of Directors

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Finance Director

Business Development Director

Corporate Restructuring Manager

Tax Manager

Risk Manager

Operations Director

Human Resources Director

Company Director

Board Member

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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