The Share Transfer Agreement is a crucial document used in Malaysian corporate transactions to formalize and execute the transfer of shares between parties. It is essential when ownership of shares in a Malaysian company needs to be transferred, whether as part of a larger corporate restructuring, investment transaction, or simple share sale. The agreement must comply with the Malaysian Companies Act 2016, Capital Markets and Services Act 2007, and other relevant regulations. It typically includes detailed provisions about the shares being transferred, payment terms, representations and warranties, and completion mechanics. The document is particularly important as it serves as evidence of the transfer for corporate records, regulatory filings, and stamp duty purposes.
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1. Parties: Identification of the transferor (seller) and transferee (buyer) with complete details including registration numbers for companies
2. Background: Context of the transaction, information about the company whose shares are being transferred, and current shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares
5. Consideration: Details of the purchase price and payment terms
6. Completion: Mechanics of completion, including timing, location, and actions to be taken
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares
8. Buyer's Warranties: Basic warranties regarding authority and capacity to purchase
9. Tax Matters: Provisions relating to stamp duty and other applicable taxes
10. Confidentiality: Obligations regarding confidentiality of the transaction
11. Notices: Process for serving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals
2. Pre-Completion Obligations: Required when there's a gap between signing and completion, specifying how the business should be conducted
3. Non-Competition: Added when the seller needs to be restricted from competing post-completion
4. Tag-Along Rights: Included when minority shareholders need protection in case of future share sales
5. Drag-Along Rights: Used when majority shareholders want the right to force minority shareholders to join in a sale
6. Further Assurance: Added in complex transactions where additional actions may be needed post-completion
7. Break Fee: Included when parties want to specify compensation if the deal fails for specific reasons
1. Details of the Company: Complete corporate information about the company whose shares are being transferred
2. Details of the Sale Shares: Specific information about the shares being transferred including share certificate numbers
3. Form of Transfer: The prescribed form of share transfer under Malaysian law
4. Completion Checklist: List of all documents and actions required at completion
5. Warranties: Detailed warranties given by the seller regarding the company and shares
6. Board Resolutions: Pro-forma board resolutions approving the share transfer
7. Regulatory Filings: Templates or copies of required regulatory filings
Relevant legal definitions
Agreement
Board
Business Day
Company
Completion
Completion Date
Consideration
Encumbrance
Governing Law
Identity Card
Long Stop Date
Purchase Price
Ringgit Malaysia
Sale Shares
Share Certificate
Shareholders Agreement
Stamp Duty
Transferee
Transferor
Transfer Form
Transaction Documents
Warranties
Constitution
Companies Act
Securities Commission
Bursa Malaysia
Board Resolution
Directors
Existing Shareholders
Material Adverse Change
Register of Members
Signing Date
Tax Authority
Working Hours
Board
Business Day
Company
Completion
Completion Date
Consideration
Encumbrance
Governing Law
Identity Card
Long Stop Date
Purchase Price
Ringgit Malaysia
Sale Shares
Share Certificate
Shareholders Agreement
Stamp Duty
Transferee
Transferor
Transfer Form
Transaction Documents
Warranties
Constitution
Companies Act
Securities Commission
Bursa Malaysia
Board Resolution
Directors
Existing Shareholders
Material Adverse Change
Register of Members
Signing Date
Tax Authority
Working Hours
Clauses
Parties
Recitals
Definitions
Interpretation
Sale and Purchase
Consideration
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Representations and Warranties
Tax Covenants
Indemnification
Confidentiality
Announcements
Non-competition
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Time of Essence
Counterparts
Third Party Rights
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Recitals
Definitions
Interpretation
Sale and Purchase
Consideration
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Representations and Warranties
Tax Covenants
Indemnification
Confidentiality
Announcements
Non-competition
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Time of Essence
Counterparts
Third Party Rights
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Transportation
Professional Services
Construction
Agriculture
Mining
Education
Telecommunications
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Mergers & Acquisitions
Investment
Tax
Treasury
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Managing Director
Board Director
Compliance Officer
Corporate Finance Manager
Mergers & Acquisitions Director
General Counsel
Transaction Manager
Business Development Director
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