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Entity Plan Buy Sell Agreement
"Need to draft an Entity Plan Buy-Sell Agreement for our family-owned manufacturing business in Penang, with specific provisions for succession planning as two founding shareholders plan to retire by March 2025."
1. Parties: Identification of all current owners/shareholders and the entity
2. Background: Context of the agreement, existing ownership structure, and purpose
3. Definitions: Key terms used throughout the agreement
4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary transfer, etc.)
5. Purchase Price and Valuation: Methods for determining the purchase price of shares/interests
6. Payment Terms: Structure and timing of payments for purchased shares/interests
7. Transfer Procedures: Process and requirements for executing the transfer of shares/interests
8. Funding Mechanisms: Sources of funding for purchases, including insurance policies
9. Rights and Obligations: Parties' rights and obligations during the transfer process
10. Restrictive Covenants: Non-compete and confidentiality provisions
11. Governing Law and Jurisdiction: Application of Malaysian law and jurisdiction
12. General Provisions: Standard contract clauses including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. First Right of Refusal: Include when existing shareholders should have priority to purchase available shares
4. Special Provisions for Family Members: Include when the entity is family-owned and requires specific succession planning
5. Cross-Purchase vs. Redemption: Include when flexibility is needed in the structure of share purchases
6. Dispute Resolution: Include when parties prefer alternative dispute resolution methods before litigation
7. Special Tax Provisions: Include when specific tax planning strategies are part of the agreement
1. Schedule A - Current Ownership Schedule: Details of current ownership percentages and share classes
2. Schedule B - Valuation Formula: Detailed methodology for company/share valuation
3. Schedule C - Insurance Policies: List of insurance policies funding the agreement
4. Schedule D - Transfer Notice Form: Standard form for initiating share transfers
5. Appendix 1 - Specimen Share Certificate: Format of share certificates to be issued
6. Appendix 2 - Valuation Expert Guidelines: Guidelines for appointed valuers
7. Appendix 3 - Required Corporate Resolutions: Template resolutions for executing transfers
Authors
Manufacturing
Professional Services
Retail
Technology
Family Businesses
Construction
Healthcare
Real Estate
Hospitality
Agriculture
Trading
Consulting
Small and Medium Enterprises
Legal
Finance
Corporate Secretarial
Risk Management
Corporate Planning
Treasury
Board Secretariat
Compliance
Corporate Affairs
CEO
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Risk Management Officer
Finance Director
Business Owner
Partner
Shareholder
Board Member
Succession Planning Manager
Corporate Planning Executive
Treasury Manager
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