The Buy-Sell Agreement (Cross Purchase) is a crucial document for Malaysian businesses with multiple shareholders, providing a predetermined framework for ownership transitions. This agreement becomes essential when shareholders need to plan for future contingencies such as death, disability, retirement, or voluntary exit of a shareholder. It differs from other buy-sell arrangements as it specifically structures the purchase to occur directly between shareholders, rather than involving the company as a purchaser. The agreement helps prevent potential disputes and ensures business continuity by establishing clear procedures for share transfers, valuation methods, and payment terms. It must comply with Malaysian legal requirements, including the Companies Act 2016, Contracts Act 1950, and relevant tax regulations. The document is particularly valuable for family businesses, professional practices, and closely-held companies where maintaining control over ownership is crucial.
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1. Parties: Identification of all shareholders participating in the agreement
2. Background: Context of the agreement, including current shareholding structure and purpose of the arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale)
5. Purchase Obligation: Mandatory obligation to purchase shares upon trigger events
6. Valuation Mechanism: Method for determining the purchase price of shares
7. Purchase Process: Procedures and timelines for executing the share purchase
8. Payment Terms: Terms and conditions for payment of the purchase price
9. Restrictions on Transfer: Limitations on share transfers outside the agreement
10. Representations and Warranties: Standard declarations by all parties
11. Termination: Circumstances and process for terminating the agreement
12. General Provisions: Standard legal provisions including notices, amendments, governing law
1. Insurance Funding: Details of life insurance policies funding the agreement, used when insurance is the chosen funding mechanism
2. Disability Definitions: Specific definitions of disability triggers, included when disability is a trigger event
3. Tag-Along Rights: Rights of minority shareholders to join in sale, included for minority shareholder protection
4. Drag-Along Rights: Rights to force minority shareholders to join in sale, included for majority shareholder protection
5. Competition Restrictions: Non-compete and non-solicitation provisions, included when business protection is required
6. Family Transfer Exceptions: Special provisions for transfers to family members, included for family businesses
7. Foreign Ownership Compliance: Special provisions ensuring compliance with foreign ownership restrictions, included when foreign shareholders are involved
1. Current Shareholding Structure: Details of current share ownership and share classes
2. Valuation Formula: Detailed methodology for share valuation
3. Insurance Policy Details: Specifics of insurance policies funding the agreement
4. Form of Transfer Notice: Standard form for initiating share transfers
5. Required Corporate Approvals: List of necessary corporate and regulatory approvals
6. Deed of Adherence: Template for new shareholders to join the agreement
7. Share Certificate Specimens: Examples of share certificates with transfer restrictions noted
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Family Businesses
Real Estate
Food and Beverage
Agricultural
Trading
Consulting
Engineering
Relevant Teams
Legal
Finance
Corporate Secretarial
Risk Management
Compliance
Corporate Planning
Executive Management
Tax
Treasury
Relevant Roles
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Business Owner
Partner
Shareholder
Finance Director
Tax Manager
Corporate Planning Manager
Risk Manager
Compliance Officer
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