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Share Purchase Agreement Of Private Limited Company Template for Malaysia

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Key Requirements PROMPT example:

Share Purchase Agreement Of Private Limited Company

"I need a Share Purchase Agreement Of Private Limited Company under Malaysian law for the acquisition of a technology startup, where the buyer will acquire 100% of shares in multiple tranches throughout 2025, with the first tranche to complete by March 2025."

Document background
The Share Purchase Agreement Of Private Limited Company is a crucial legal document used in Malaysia when transferring ownership of shares in a private limited company from one party to another. It is essential for both small-scale transactions and larger corporate acquisitions, providing a legally binding framework that protects all parties' interests. The agreement must comply with the Malaysian Companies Act 2016, Capital Markets and Services Act 2007, and other relevant local legislation. It typically includes detailed provisions about the transaction structure, purchase price mechanics, representations and warranties, conditions precedent, completion procedures, and post-completion obligations. This document is particularly important as it governs not just the immediate transfer of shares but also addresses potential future liabilities and obligations between the parties.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the transaction, description of the company, and current shareholding structure

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

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price: Detailed breakdown of consideration, payment terms, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required at completion

9. Seller's Warranties: Comprehensive warranties regarding the shares, company, and business

10. Buyer's Warranties: Basic warranties from buyer regarding capacity and authority

11. Limitations on Liability: Limitations on warranty claims and general liability of the parties

12. Tax Covenant: Provisions dealing with tax liabilities and indemnities

13. Confidentiality: Obligations regarding confidential information and announcements

14. Notices: Process and requirements for serving notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Used when restrictions on seller's future activities are required

3. Board Changes: Needed when changes to board composition are part of the transaction

4. Shareholder Loans: Required when existing shareholder loans need to be addressed

5. Foreign Investment Provisions: Necessary when the transaction involves foreign investors

6. Break Fee: Used when parties agree to compensation if the deal fails under specific circumstances

7. Management Provisions: Required when specific management arrangements are part of the transaction

8. Intellectual Property Rights: Detailed provisions needed when IP is a significant company asset

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and existing shareholders

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Comprehensive list of seller's warranties about the company and business

5. Properties: Details of all real estate owned or leased by the company

6. Intellectual Property: List of all IP owned or licensed by the company

7. Material Contracts: Summary of key contracts to which the company is a party

8. Employee Information: Details of key employees and their employment terms

9. Financial Statements: Recent financial statements of the company

10. Disclosed Matters: List of disclosures against the warranties

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

Manufacturing

Technology

Real Estate

Retail

Professional Services

Financial Services

Healthcare

Education

Construction

Agriculture

Energy

Transportation

Hospitality

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretarial

Executive Leadership

Due Diligence

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Managing Director

Finance Director

Business Development Director

Investment Manager

Mergers & Acquisitions Manager

Corporate Finance Manager

Due Diligence Officer

Compliance Officer

Risk Manager

Board Director

Commercial Director

Transaction Advisory Partner

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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