The Shareholder Exit Agreement is a crucial document used when a shareholder wishes to or is required to leave a company in Malaysia. It becomes necessary in various scenarios including retirement, strategic divestment, dispute resolution, or pursuant to terms in the shareholders' agreement. The document must comply with Malaysian corporate law, particularly the Companies Act 2016, and typically includes detailed provisions for share valuation, transfer mechanics, payment terms, and post-exit obligations. This agreement is essential for protecting both the departing shareholder's and the company's interests, ensuring a smooth transition of ownership, and maintaining business continuity. It may also address specific requirements for different types of companies (private limited, public listed, etc.) and various share classes. The agreement should be tailored to address particular circumstances such as family businesses, professional practices, or investment holdings, while ensuring compliance with Malaysian regulatory requirements.
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1. Parties: Identification of all parties to the agreement including the exiting shareholder(s) and remaining shareholders/company
2. Background: Context of the agreement including current shareholding structure and reason for exit
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Share Transfer Terms: Details of the shares being transferred, including quantity, class, and nominal value
5. Purchase Price and Valuation: Agreed value of shares and method of valuation used
6. Payment Terms: Structure and timing of payments, including any installment arrangements
7. Completion Requirements: Actions required to complete the transfer of shares and exit process
8. Representations and Warranties: Standard warranties from both parties regarding authority, ownership, and absence of encumbrances
9. Confidentiality: Obligations regarding confidential information post-exit
10. Non-Compete and Non-Solicitation: Restrictions on the exiting shareholder's future business activities
11. Release and Waiver: Mutual release of claims and obligations post-completion
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Director Resignation: Required if the exiting shareholder is also a director of the company
2. Intellectual Property Rights: Needed if the exiting shareholder has contributed to or owns any IP rights
3. Outstanding Loans and Debts: Required if there are any shareholder loans or outstanding financial obligations
4. Transitional Services: Needed if the exiting shareholder needs to provide temporary support post-exit
5. Employee Matters: Required if the exiting shareholder has employment relationships or staff reporting to them
6. Tax Matters: Specific tax-related provisions if there are complex tax implications
7. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court jurisdiction
1. Share Certificate Details: Copy of share certificates and transfer forms
2. Valuation Report: Detailed share valuation methodology and calculations
3. Payment Schedule: Detailed breakdown of payment installments and dates if applicable
4. Company Information: Current company structure, shareholding pattern, and relevant corporate documents
5. Outstanding Obligations: List of any ongoing projects, commitments, or obligations of the exiting shareholder
6. Resignation Letters: Pro-forma resignation letters from relevant positions
7. Handover Schedule: Timeline and checklist for handover of responsibilities and documents
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