Simple Shareholder Agreement Template Malaysia

SIMPLE SHAREHOLDER AGREEMENT TEMPLATE MALAYSIA

THIS SHAREHOLDER AGREEMENT (the "Agreement") is entered into this [Day] day of [Month], [Year] (the "Effective Date").

BETWEEN:

1. [Company Name], a company incorporated in Malaysia under the Companies Act 2016, with company registration number [Registration Number] and having its registered office at [Registered Address] (the "Company");

AND

2. [Shareholder Name/Entity Name], [NRIC/Passport/Company Registration Number], residing at/having its registered office at [Address] (the "Shareholder").

(The Company and the Shareholder are collectively referred to as the "Parties" and individually as a "Party").

RECITALS:

A. The Company is a private company limited by shares carrying on the business of [Nature of Business]. B. The Shareholder is the legal and beneficial owner of [Number] ordinary shares in the capital of the Company. C. The Parties desire to regulate their relationship, the management of the Company, and the transfer of shares therein, subject to the provisions of the Companies Act 2016 and the Constitution of the Company.

1. OPERATIONAL DEFINITIONS

1.1 "Act" means the Companies Act 2016 of Malaysia, as amended from time to time. 1.2 "Board" means the Board of Directors of the Company. 1.3 "Business Day" means a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in [State/Federal Territory, Malaysia]. 1.4 "Confidential Information" means all non-public, proprietary, or sensitive information concerning the business, finances, or affairs of the Company. 1.5 "Encumbrance" means any mortgage, charge, pledge, lien, option, restriction, or third-party right. 1.6 "Shares" means the ordinary shares held by the Shareholder in the Company.

2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1 Management and Control: The management of the Company shall be vested in the Board. The Shareholder shall vote their shares in a manner consistent with the decisions of the Board regarding the ordinary course of business. 2.2 Dividend Policy: The Company shall distribute dividends only upon the recommendation of the Board and in compliance with the solvency test requirements under Section 132 of the Act. 2.3 Pre-emptive Rights: If the Company proposes to issue new shares, the existing Shareholders shall have the right to subscribe for such new shares in proportion to their existing shareholdings before any shares are offered to third parties. 2.4 Restrictions on Transfer: No Shareholder shall sell, transfer, or Encumber any Shares without first offering such Shares to the existing Shareholders on the same terms (Right of First Refusal). 2.5 Representations: Each Party represents that they have the full legal capacity, power, and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation.

3. DEFAULT, TERMINATION, AND REMEDIES

3.1 Event of Default: An Event of Default occurs if a Party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) Business Days of receiving written notice from the non-defaulting Party. 3.2 Consequences of Default: Upon an uncured Event of Default, the non-defaulting Party may, without prejudice to other rights, seek specific performance, injunctive relief, or damages. 3.3 Termination: This Agreement shall terminate upon the written agreement of all Shareholders, the winding up of the Company, or if the Shareholder ceases to hold any Shares in the Company.

4. BOILERPLATE LEGAL PROVISIONS

4.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 4.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings. 4.3 Force Majeure: No Party shall be liable for failure to perform obligations due to events beyond their reasonable control, including acts of God, war, or government restriction. 4.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Malaysia. 4.5 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be referred to the exclusive jurisdiction of the Courts of Malaysia.

5. FORMAL EXECUTION BLOCK

SIGNED for and on behalf of [Company Name] (Company Registration No: [Number])

Signature of Director Name: [Name] NRIC/Passport No: [Number] Date: [Date]

SIGNED by the Shareholder ([Shareholder Name])

Signature Name: [Name] NRIC/Passport No: [Number] Date: [Date]