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.
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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
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
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
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Company
Companies Act
Constitution
Directors
Effective Date
Encumbrance
Financial Year
General Meeting
Identity Card
Incorporation Date
Initial Directors
Initial Share Capital
Intellectual Property Rights
Malaysian Ringgit
Material Contract
Memorandum of Association
Ordinary Resolution
Ordinary Shares
Parties
Registered Office
Reserved Matters
Share
Shareholder
Special Resolution
Subscription Price
Transfer
Working Hours
Articles of Association
Board
Business
Business Day
Business Plan
Company
Companies Act
Constitution
Directors
Effective Date
Encumbrance
Financial Year
General Meeting
Identity Card
Incorporation Date
Initial Directors
Initial Share Capital
Intellectual Property Rights
Malaysian Ringgit
Material Contract
Memorandum of Association
Ordinary Resolution
Ordinary Shares
Parties
Registered Office
Reserved Matters
Share
Shareholder
Special Resolution
Subscription Price
Transfer
Working Hours
Clauses
Interpretation
Company Formation
Share Capital
Share Subscription
Share Transfer Restrictions
Pre-emptive Rights
Board Composition
Board Meetings
Shareholder Meetings
Management Rights
Reserved Matters
Financial Matters
Dividend Policy
Information Rights
Intellectual Property
Non-Competition
Non-Solicitation
Confidentiality
Representations and Warranties
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Events of Default
Termination
Exit Provisions
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Waiver
Company Formation
Share Capital
Share Subscription
Share Transfer Restrictions
Pre-emptive Rights
Board Composition
Board Meetings
Shareholder Meetings
Management Rights
Reserved Matters
Financial Matters
Dividend Policy
Information Rights
Intellectual Property
Non-Competition
Non-Solicitation
Confidentiality
Representations and Warranties
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Events of Default
Termination
Exit Provisions
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Waiver
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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