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Founder Shareholder Agreement Template for Malaysia

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"Need a Founder Shareholder Agreement for a Malaysian technology startup with four co-founders, incorporating a 4-year vesting schedule starting January 2025 and specific provisions for intellectual property protection as two founders will maintain external consulting roles."

Document background
The Founder Shareholder Agreement is a critical document used when establishing a new company or formalizing the relationship between existing founding shareholders in Malaysia. It serves as the primary governing document for founder relationships, typically implemented at company formation or during early stages of operation. The agreement must comply with Malaysian corporate law, particularly the Companies Act 2016, and addresses key aspects such as shareholding structure, management rights, share transfer restrictions, and protection mechanisms. This document is essential for preventing future disputes by clearly defining founders' rights and obligations, decision-making processes, and exit procedures. It provides a framework for company governance while protecting both majority and minority shareholders' interests within the Malaysian legal context.
Suggested Sections

1. Parties: Identification of all founding shareholders and the company

2. Background: Context of the agreement, including company formation and purpose

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

4. Share Capital and Shareholding: Details of initial share capital, shareholding percentages, and share classes

5. Shareholders' Rights and Obligations: Core rights and duties of founding shareholders

6. Management and Decision Making: Governance structure, board composition, and voting rights

7. Reserved Matters: Decisions requiring special majority or unanimous consent

8. Transfer of Shares: Rules and restrictions on share transfers, including right of first refusal

9. Tag-Along and Drag-Along Rights: Exit provisions and forced sale mechanisms

10. Deadlock Resolution: Procedures for resolving fundamental disagreements

11. Confidentiality: Protection of company and shareholder confidential information

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee poaching

13. Termination: Circumstances and procedures for terminating the agreement

14. Dispute Resolution: Mechanisms for resolving disputes, including arbitration provisions

15. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Intellectual Property Rights: Detailed provisions for IP ownership and licensing when significant IP is involved

2. Founder Vesting: Vesting schedule for founder shares when implementing a vesting mechanism

3. Anti-Dilution Rights: Protection against dilution for future funding rounds

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

5. Founder Employment: Terms of founders' employment when founders are also executives

6. Additional Funding Obligations: Requirements for founders to provide additional capital

7. Family Succession Rights: Provisions for transfer of shares to family members in case of death or incapacity

8. Good Leaver/Bad Leaver: Consequences of founder departure under different circumstances

9. Shareholder Loans: Terms for any loans provided by shareholders to the company

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, address, and current directors

2. Schedule 2: Initial Shareholding Structure: Detailed breakdown of share ownership and share classes

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Business Plan: Initial business plan and key milestones

5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares in various circumstances

7. Schedule 7: Founder Duties and Responsibilities: Specific roles and commitments of each founder

8. Schedule 8: Key IP Assets: List of intellectual property owned or licensed by the company

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

















































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Relevant Industries

Technology

E-commerce

Financial Services

Manufacturing

Professional Services

Healthcare

Education Technology

Biotechnology

Consumer Goods

Real Estate

Media and Entertainment

Renewable Energy

Agricultural Technology

Digital Services

Consulting

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Executive Leadership

Corporate Governance

Compliance

Finance

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Company Founder

Managing Director

Board Director

Corporate Secretary

General Counsel

Legal Director

Company Director

Executive Director

Startup Founder

Managing Partner

Business Owner

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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