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Partnership Shareholder Agreement Template for Malaysia

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Key Requirements PROMPT example:

Partnership Shareholder Agreement

"I need a Partnership Shareholder Agreement for a technology startup in Malaysia with three equal partners, where we want strong provisions for intellectual property protection and a clear exit mechanism if any partner wants to leave after March 2025."

Document background
The Partnership Shareholder Agreement is a crucial document for businesses in Malaysia where partners hold shares in the company structure. It is particularly relevant when establishing new business partnerships or formalizing existing ones, ensuring compliance with Malaysian corporate and partnership laws. This document combines traditional partnership provisions with shareholder protection mechanisms, making it ideal for businesses transitioning from simple partnerships to more structured corporate entities. The agreement covers essential aspects such as ownership rights, management responsibilities, profit distribution, dispute resolution, and exit strategies, while ensuring compliance with both the Partnership Act 1961 and Companies Act 2016 of Malaysia. It's commonly used in situations where partners want the flexibility of a partnership structure while maintaining the benefits and protections of a corporate entity.
Suggested Sections

1. Parties: Identification of all partners/shareholders and the company

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Partnership and Shareholding Structure: Details of partnership stakes, shareholding percentages, and capital contributions

5. Management and Decision Making: Governance structure, voting rights, and decision-making processes

6. Partners' and Shareholders' Rights and Obligations: Core rights and duties of all parties, including participation in management

7. Capital and Funding: Rules for initial and additional capital contributions, funding requirements

8. Profit Distribution and Dividend Policy: Framework for sharing profits, losses, and dividend declarations

9. Transfer of Shares and Partnership Interest: Rules and restrictions on transferring ownership interests

10. Exit Provisions: Procedures for partner/shareholder exit, including buy-out mechanisms

11. Confidentiality and Non-Competition: Protection of business information and restriction on competitive activities

12. Dispute Resolution: Procedures for resolving conflicts between parties

13. Termination: Circumstances and procedures for terminating the agreement

14. General Provisions: Standard clauses including notices, amendments, governing law

Optional Sections

1. Intellectual Property Rights: Required when the partnership owns or develops significant IP assets

2. Tag-Along and Drag-Along Rights: Include for larger partnerships with potential future sale prospects

3. Put and Call Options: Useful for partnerships with planned exit strategies or specific trigger events

4. External Investment Provisions: Include if the partnership anticipates seeking external investment

5. Family Succession Rights: Important for family businesses or when continuity planning is crucial

6. International Operations: Required when the partnership operates across multiple jurisdictions

7. Environmental and Social Responsibility: Include for businesses with significant environmental impact or social commitments

8. Digital Assets and Cybersecurity: Important for technology-focused partnerships

Suggested Schedules

1. Schedule 1: Details of Partners and Shareholding: Complete list of partners, their shareholding percentages, and contact details

2. Schedule 2: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution

3. Schedule 3: Business Plan: Initial business plan and strategic objectives

4. Schedule 4: Company Assets: Inventory of partnership assets and their agreed values

5. Schedule 5: Deed of Adherence: Template for new partners joining the partnership

6. Schedule 6: Valuation Methods: Agreed methods for valuing partnership interests and shares

7. Schedule 7: Reserved Matters: List of decisions requiring special majority or unanimous consent

8. Appendix A: Share Transfer Forms: Standard forms for share transfers

9. Appendix B: Conflict Resolution Procedures: Detailed procedures for dispute resolution

10. Appendix C: Management Structure: Organizational chart and management responsibilities

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

Professional Services

Technology

Manufacturing

Retail

Real Estate

Construction

Financial Services

Healthcare

Education

Hospitality

Agriculture

Mining

Energy

Transportation

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Board of Directors

Executive Leadership

Risk Management

Corporate Affairs

Investment

Business Development

Relevant Roles

CEO

Managing Director

Company Secretary

Legal Counsel

Chief Financial Officer

Business Development Director

Corporate Lawyer

Partnership Manager

Compliance Officer

Board Member

Company Director

General Counsel

Investment Manager

Risk Manager

Operations Director

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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