Shareholders' Agreement

License / Permit / Service Description

• Professional shareholders’ agreement documentation and coordination support for companies, founders, investors and shareholders in Malaysia. We assist with collecting company and shareholder information, organising proposed commercial arrangements, coordinating supporting documents and liaising with an appointed legal professional for the preparation or review of the agreement.Our service is suitable for businesses with multiple shareholders, companies welcoming new investors, founders documenting their arrangements and shareholders reviewing matters such as decision-making, funding, share transfers or exit procedures.Where included in the agreed scope, we can also coordinate with the appointed company secretary on relevant corporate documentation. Legal drafting, legal advice, share transfers, secretarial filings, stamp duty and third-party fees are separate unless expressly stated in the quotation.

Related Departments / Regulatory Bodies ​

• Shareholders and other parties to the agreement.
• The company, where it is a party to the agreement.
• Appointed advocate and solicitor or legal firm.
• Appointed company secretary.
• Companies Commission of Malaysia (SSM).
• Inland Revenue Board of Malaysia (LHDN / HASiL), where stamp duty or tax matters apply.
• Accountant or tax adviser, where applicable.
• Bank, investor or other relevant party, where applicable.
  

License Name ( Bahasa Malayu )

• Perjanjian antara Pemegang Saham Syarikat.
  

Application Scenarios & Business Necessity

• A company has two or more shareholders who want to document their arrangements.
• Founders establish a company together and wish to clarify their roles.
• A new investor is expected to acquire shares in a company.
• Shareholders need to discuss how important company decisions are made.
• The parties want to document arrangements for future funding.
• Shareholders wish to clarify what happens if a shareholder wants to sell shares.
• The parties want to discuss the admission of new shareholders.
• Shareholders need to consider exit, transfer or buyout arrangements.
• A business wants to address confidentiality and use of company information.
• Shareholders want to discuss a process for resolving disagreements.
• A client needs an existing shareholders’ agreement reviewed by an appointed lawyer.
• A company needs to coordinate agreement information with its company secretary.

Important Rules & Compliance Standards

• The company, shareholders and other parties should be identified accurately.
• The agreement should be reviewed alongside the Companies Act 2016 and the company’s constitution, where applicable.
• The parties should clarify decision-making, funding commitments and the procedure for resolving disagreements.
• Proposed share transfer, exit or buyout arrangements should be documented and reviewed.
• The agreement should not be treated as automatically transferring or issuing shares.
• Any share transfer or allotment requires the relevant documentation and corporate processes.
• A shareholder’s shareholding does not automatically determine a right to withdraw company funds; applicable company law and decisions must be observed.
• The parties should check who is bound by the agreement, including whether the company itself is a party.
• Confidentiality and treatment of company information should be considered where relevant.
• Legal drafting and advice should be handled by an appropriately qualified and authorised legal professional.
• Stamp duty treatment should be checked based on the document and any separate transaction.
• Legal fees, company secretarial fees, transfer charges, stamp duty and third-party costs are separate unless stated in the quotation.
  

Compound & Legal Penalties

• A dispute may arise if shareholder rights or decision-making arrangements are unclear.
• A breach of the agreement may result in a civil claim or other remedies, depending on the facts and applicable law.
• Failure to complete a required share transfer or corporate process may cause inaccurate company records or delays.
• Separate statutory action may apply if company obligations or required filings are not completed.
• Late stamping penalties may apply where a document is subject to stamp duty and is not stamped within the required period.
• Additional costs may arise from legal review, secretarial work or dispute resolution.
• Unauthorised provision of regulated legal services may result in action under applicable law.
• A disagreement between shareholders does not automatically result in a government compound. The consequences depend on the agreement, facts and applicable law.

Frequently Asked Question