Incorporation Agreement

Incorporation Agreement Template for Malaysia

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Key Requirements PROMPT example:

"I need an Incorporation Agreement for a Malaysian technology startup with three equal shareholders, where we want to include strong IP protection clauses and specific vesting provisions for shares over a 4-year period starting January 2025."

Document background

The Incorporation Agreement serves as the foundational document for establishing a new company in Malaysia, setting out the essential terms and conditions agreed upon by the founding shareholders. This document is crucial when two or more parties wish to formalize their business relationship and establish a company under Malaysian law. The agreement must comply with the Companies Act 2016 and other relevant Malaysian regulations, detailing crucial aspects such as shareholding structure, management rights, and operational procedures. The Incorporation Agreement typically precedes the formal registration with the Companies Commission of Malaysia (SSM) and forms the basis for the company's constitution and shareholders' agreement. It provides clarity on capital contributions, share distributions, management responsibilities, and decision-making processes, while protecting the interests of all founding parties.

Suggested Sections

1. Parties: Identifies and provides details of all incorporating parties (founders/initial shareholders)

2. Background: Sets out the context and purpose of incorporation, including the intended business activities

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

4. Company Formation: Details of the new company including proposed name, registration process, and initial business address

5. Share Capital and Structure: Specifies the initial share capital, share classes, and allocation among founders

6. Directors and Management: Appointment of initial directors, board structure, and management responsibilities

7. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations

8. Business Operations: Basic principles for running the business, including decision-making processes

9. Financial Matters: Financial year, accounting practices, and basic financial management principles

10. Transfer of Shares: Basic rules for share transfers and restrictions on transfer

11. Confidentiality: Obligations regarding company and business information confidentiality

12. Term and Termination: Duration of the agreement and circumstances for termination

13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Pre-incorporation Expenses: Used when there are significant pre-incorporation expenses to be allocated among founders

2. Intellectual Property Rights: Include when founders are contributing intellectual property to the company

3. Non-Competition and Non-Solicitation: Added when founders have competing business interests or specific industry experience

4. Tag-Along and Drag-Along Rights: Include for companies anticipating future investment or exit possibilities

5. Dividend Policy: Required when founders want to establish specific dividend distribution rules

6. Reserved Matters: Include when certain decisions require special majority or unanimous consent

7. Dead-lock Resolution: Important for companies with equal shareholding splits

8. Share Valuation Mechanism: Include when specific methods for share valuation need to be established

Suggested Schedules

1. Details of Shareholders: Complete information about initial shareholders including contact details and shareholding

2. Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation

3. Business Plan: Initial business plan and projected activities of the company

4. Initial Directors: Details of initial directors including their particulars and roles

5. Pre-incorporation Expenses: Itemized list of expenses incurred before incorporation

6. Form of Shareholders' Resolution: Template for shareholders' resolutions

7. Intellectual Property Schedule: Details of any IP being transferred to the company

8. Company Constitution: Draft constitution or bylaws of the company to be adopted upon incorporation

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Financial Services

Healthcare

Education

Real Estate

Construction

Agriculture

Food and Beverage

E-commerce

Telecommunications

Logistics

Tourism

Energy

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Executive Leadership

Board of Directors

Corporate Governance

Risk Management

Business Development

Investment

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Business Development Director

Compliance Officer

Company Director

Board Member

Investment Manager

Managing Director

Startup Founder

Entrepreneur

Corporate Governance Officer

Risk Manager

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Let's create your Incorporation Agreement

Authors

Alex Denne

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