Share Surrender Agreement Template for Malaysia

The Share Surrender Agreement is a crucial document used in Malaysian corporate practice when a shareholder needs to surrender their shares back to the issuing company. This situation commonly arises in various contexts, such as employee share scheme forfeitures, corporate restructuring, or resolution of shareholder disputes. The agreement ensures compliance with the Companies Act 2016 and other relevant Malaysian regulations, documenting the terms of surrender, any consideration involved, and the mechanics of the transfer. It includes necessary provisions for regulatory filings with the Companies Commission of Malaysia (SSM), tax considerations, and corporate approvals. The document is particularly important for maintaining proper corporate records and ensuring the share surrender process is legally sound and properly documented under Malaysian law.

1. Parties: Identifies the parties to the agreement - typically the surrendering shareholder(s) and the company

2. Background: Sets out the context of the share surrender, including details of shareholding and reasons for surrender

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

4. Agreement to Surrender: Core provision detailing the shareholder's agreement to surrender shares to the company

5. Consideration: Specifies whether the surrender is for consideration or nil consideration, and payment terms if applicable

6. Completion: Details the completion mechanics, timing, and deliverables required to effect the surrender

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

8. Further Assurance: Obligation to execute further documents and take additional steps if needed

9. Notices: Specifies how formal notices under the agreement should be given

10. Governing Law and Jurisdiction: Confirms Malaysian law as governing law and jurisdiction for disputes