Share Purchase Agreement for Malaysia

Share Purchase Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that documents the terms and conditions for the sale and purchase of shares in a company. The agreement details the purchase price, payment terms, conditions precedent, warranties and representations, completion mechanics, and post-completion obligations. It incorporates requirements under the Malaysian Companies Act 2016 and other relevant legislation, including necessary provisions for stamp duty and regulatory compliance. The document serves as the primary transaction document in share acquisition deals, providing legal protection for both buyers and sellers.

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What is a Share Purchase Agreement?

The Share Purchase Agreement (SPA) is a fundamental transaction document used in Malaysia for the transfer of share ownership in private companies. It is essential for both domestic and cross-border transactions, requiring compliance with Malaysian corporate law, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and relevant stamp duty regulations. The document is typically used when acquiring partial or full ownership of a company through share purchase, rather than asset purchase. It contains detailed provisions covering purchase price mechanisms, conditions precedent, warranties and indemnities, and completion procedures. The agreement must account for specific Malaysian regulatory requirements, including foreign investment restrictions if applicable, and may require supporting documentation for submission to relevant authorities.

What sections should be included in a Share Purchase Agreement?

1. Parties: Identification of the seller(s), purchaser(s) and the target company

2. Background: Context of the transaction and brief description of the target company

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

4. Sale and Purchase: Core transaction terms including the shares being sold and basic deal structure

5. Purchase Price: Consideration amount, payment terms, and adjustment mechanisms

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

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Warranties: Seller's representations and warranties about the business

10. Limitations on Liability: Restrictions on warranty claims and general liability caps

11. Confidentiality: Obligations regarding transaction and business information

12. Announcements: Rules for public statements about the transaction

13. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

What sections are optional to include in a Share Purchase Agreement?

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

2. Employee Matters: Required when specific arrangements for key employees or employee benefits are needed

3. Tax Covenant: Detailed tax indemnities and protections, used in larger transactions

4. Non-Competition: Restrictions on seller's future competing activities, used when seller is an individual or operating entity

5. Intellectual Property Rights: Special provisions for IP-heavy businesses

6. Related Party Transactions: Required when dealing with intra-group arrangements that need to be terminated

7. Environmental Matters: For companies with significant environmental exposure

8. Data Protection: Required for businesses handling significant personal data

9. Foreign Investment Approval: When transaction requires regulatory approval for foreign ownership

What schedules should be included in a Share Purchase Agreement?

1. Details of the Company: Corporate information including share capital, directors, and subsidiaries

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

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Full set of warranties about the business and its operations

5. Properties: Details of owned and leased properties

6. Material Contracts: List and details of key business contracts

7. Intellectual Property: Schedule of IP rights owned or licensed by the company

8. Employees: Key employment terms and employee benefits

9. Financial Statements: Recent financial statements and management accounts

10. Disclosed Matters: Exceptions to warranties and disclosed issues

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Professional Services

Construction

Agriculture

Mining

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Board of Directors

Corporate Secretarial

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Banker

Corporate Development Manager

Mergers & Acquisitions Director

Finance Director

Business Development Director

Risk Manager

Compliance Officer

Board Director

Managing Director

Transaction Advisory 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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