Share Issue Agreement Template for Malaysia

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Key Requirements PROMPT example:

Share Issue Agreement

"I need a Share Issue Agreement for my Malaysian technology startup to issue 100,000 Series A preferred shares to a venture capital investor, with anti-dilution protection and board appointment rights for the investor."

Document background
A Share Issue Agreement is essential when a Malaysian company seeks to increase its share capital by issuing new shares to investors or existing shareholders. This document is commonly used in various corporate scenarios, including capital raising, employee share schemes, or strategic investments. The agreement must comply with the Malaysian Companies Act 2016, Capital Markets and Services Act 2007, and relevant Securities Commission guidelines. It typically outlines the complete transaction structure, from subscription details to completion requirements, while incorporating necessary protections for all parties involved. The document is particularly important in Malaysia's dynamic business environment, where companies frequently seek capital injection for growth and expansion. A Share Issue Agreement serves as the primary document evidencing the terms of share subscription and ensuring proper documentation for corporate and regulatory compliance.
Suggested Sections

1. Parties: Identification of the Company issuing shares and the Subscriber(s) purchasing the shares

2. Background: Context of the share issuance, including company information and purpose of the share issue

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of shares being issued

5. Payment Terms: Details of payment including timing, method, and bank details

6. Completion: Process and requirements for completing the share issuance

7. Company's Representations and Warranties: Company's confirmations regarding its authority, share capital, and compliance

8. Subscriber's Representations and Warranties: Subscriber's confirmations regarding capacity, funding source, and compliance

9. Conditions Precedent: Prerequisites that must be satisfied before completion

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments

Optional Sections

1. Pre-emptive Rights: Required if existing shareholders have rights of first refusal on new share issues

2. Anti-dilution Protection: Include when investors require protection against future dilutive share issues

3. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales

4. Board Appointment Rights: Include when the share issue comes with board representation rights

5. Regulatory Compliance: Required for public companies or when specific regulatory approvals are needed

6. Share Transfer Restrictions: Include when there are specific limitations on future share transfers

7. Dividend Rights: Include when special dividend rights attach to the newly issued shares

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital before and after the issuance

2. Subscription Form: Form to be completed by the subscriber confirming the share subscription

3. Board Resolution: Copy of board resolution approving the share issuance

4. Shareholders' Resolution: Copy of shareholders' resolution if required for the share issuance

5. Disclosure Schedule: Details of any disclosures against the warranties

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

7. Share Certificate Specimen: Sample of the share certificate to be issued

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Consumer Goods

Energy

Transportation

Professional Services

Telecommunications

Education

Construction

Agriculture

Mining

Retail

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Development

Investment

Risk Management

Board of Directors

Executive Management

Corporate Advisory

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Company Secretary

Investment Manager

Corporate Finance Manager

Legal Counsel

Compliance Officer

Board Director

Finance Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Development Manager

Risk 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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