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Venture Capital Shareholders Agreement Template for Malaysia

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Key Requirements PROMPT example:

Venture Capital Shareholders Agreement

"I need a Venture Capital Shareholders Agreement for a Series A investment of RM 5 million into my Malaysian fintech startup, with provisions for two board seats for the investor and quarterly financial reporting requirements, planned for completion by March 2025."

Document background
The Venture Capital Shareholders Agreement is a crucial document used when a venture capital fund invests in a Malaysian company, establishing the framework for the investment relationship and ongoing company governance. It is typically implemented during Series A or later funding rounds, incorporating specific requirements under Malaysian law, including compliance with the Companies Act 2016 and relevant Securities Commission guidelines. The agreement covers essential aspects such as investment terms, shareholder rights, corporate governance, exit provisions, and protective clauses for all parties. This document is particularly important in the Malaysian context as it must balance international venture capital practices with local regulatory requirements, making it a fundamental tool for structuring venture capital investments in Malaysian companies.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and venture capital investor(s)

2. Background: Recitals explaining the context of the agreement, including company details and investment premise

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

4. Investment Terms: Details of the investment amount, share class, valuation, and payment terms

5. Completion Mechanics: Steps for completing the investment, including conditions precedent and timing

6. Warranties and Representations: Warranties given by the company, existing shareholders, and investors

7. Board Composition and Management: Structure of the board, appointment rights, and management provisions

8. Reserved Matters: Decisions requiring special majority or investor consent

9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

10. Exit Provisions: Terms regarding IPO, trade sale, drag-along and tag-along rights

11. Information and Inspection Rights: Investors' rights to company information and financial reports

12. Anti-dilution Protection: Provisions protecting investors from dilution in future rounds

13. Confidentiality: Obligations regarding confidential information

14. Dispute Resolution: Procedures for resolving disputes between parties

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

Optional Sections

1. Founder Obligations: Specific commitments required from founders, used when founders are key to the business

2. Employee Share Option Pool: Terms of ESOP if implemented or planned

3. Non-Competition and Non-Solicitation: Restrictions on competitive activities, used when protecting business interests is crucial

4. Intellectual Property Rights: Specific IP provisions, important for technology-based companies

5. Strategic Collaboration: Terms of business collaboration, used when investor brings strategic value

6. Multiple Closing Provisions: For investments with multiple tranches or closing dates

7. Foreign Investment Provisions: Special terms for foreign investors' compliance with local regulations

8. Put Option Rights: Investor rights to sell shares back to company/founders in specific circumstances

Suggested Schedules

1. Share Capital Structure: Details of current and post-investment shareholding

2. Warranties: Detailed list of warranties given by the company and founders

3. Company Information: Key corporate information including subsidiaries and group structure

4. Reserved Matter List: Comprehensive list of matters requiring special approval

5. Business Plan: Agreed business plan and financial projections

6. Completion Deliverables: List of documents and actions required for completion

7. Form of Deed of Adherence: Template for new shareholders joining the agreement

8. Key Performance Indicators: Specific metrics for monitoring company performance

9. Management Accounts: Latest financial statements and management accounts

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

Fintech

Healthcare

Biotechnology

Clean Technology

Software Development

Digital Services

Manufacturing

Consumer Services

Education Technology

Artificial Intelligence

Internet of Things

Renewable Energy

Agricultural Technology

Relevant Teams

Legal

Corporate Finance

Investment

Compliance

Corporate Secretarial

Board of Directors

Executive Management

Due Diligence

Risk Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Venture Capital Partner

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Director

Fund Manager

Compliance Officer

Board Director

Managing Director

Chief Legal Officer

Investment Analyst

Portfolio Manager

Corporate Development 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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