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Shareholder Termination Agreement Template for Malaysia

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Key Requirements PROMPT example:

Shareholder Termination Agreement

"I need a Shareholder Termination Agreement for our Malaysia-based tech company where we're buying back shares from a retiring minority shareholder who holds 15% of shares, with completion planned for March 2025."

Document background
The Shareholder Termination Agreement is a crucial document used when a shareholder wishes to exit or is required to exit a company in Malaysia. It becomes necessary in various scenarios, including voluntary exits, retirement, disagreements between shareholders, or as part of corporate restructuring. The agreement must comply with Malaysian corporate law, particularly the Companies Act 2016, and addresses essential elements such as share valuation, transfer mechanics, payment terms, and tax implications. It provides legal certainty by clearly documenting the termination process, protecting both the departing shareholder and the company. The document typically includes provisions for confidentiality, non-compete clauses if applicable, and mechanisms for resolving any disputes that may arise during the termination process.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the departing shareholder(s), remaining shareholders, and the company

2. Background: Context of the shareholding relationship and reasons for termination

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

4. Termination of Shareholder Rights: Clear statement of the termination of shareholder status and associated rights

5. Share Transfer Provisions: Details of the transfer of shares, including timing, process, and compliance with company constitution

6. Consideration and Payment Terms: Amount to be paid for shares and payment structure

7. Completion Requirements: Actions required to complete the termination and transfer process

8. Representations and Warranties: Standard warranties about share ownership, authority to sell, and absence of encumbrances

9. Release and Discharge: Mutual release from obligations and liabilities as a shareholder

10. Tax Matters: Treatment of tax liabilities and responsibilities

11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability

Optional Sections

1. Non-Compete and Non-Solicitation: Restrictions on the departing shareholder's future business activities, if applicable

2. Ongoing Projects and Transition: Provisions for handling ongoing projects or responsibilities of the departing shareholder

3. Intellectual Property Rights: Special provisions regarding IP rights if the departing shareholder was involved in IP creation

4. Confidentiality Obligations: Specific confidentiality provisions beyond standard terms if dealing with sensitive information

5. Director Resignation: If the shareholder is also a director, provisions regarding resignation from directorship

6. Employee Matters: If the shareholder is also an employee, provisions regarding employment termination

7. Outstanding Loans: Provisions for settling any outstanding shareholder loans or company loans

8. Dispute Resolution: Detailed alternative dispute resolution procedures if parties prefer specific mechanisms

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including share certificates numbers and class of shares

2. Schedule 2 - Consideration Calculation: Method of share valuation and detailed calculation of consideration

3. Schedule 3 - Completion Checklist: List of all documents and actions required for completion

4. Schedule 4 - Outstanding Matters: List of any outstanding matters to be resolved and timeline for resolution

5. Appendix A - Board Resolution: Copy of board resolution approving the termination and share transfer

6. Appendix B - Share Transfer Forms: Required statutory forms for share transfer under Malaysian law

7. Appendix C - Tax Clearance: Relevant tax clearance certificates or documentation if required

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

Financial Services

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Energy

Construction

Agriculture

Mining

Education

Transportation

Telecommunications

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Board of Directors

Executive Management

Corporate Affairs

Investment Relations

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Managing Director

Board Director

Compliance Officer

Corporate Governance Officer

Financial Controller

Investment Manager

Business Development Director

Risk Manager

Company Director

Shareholder Relations Manager

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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