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Agreement To Sell Business for Malaysia

Agreement To Sell Business Template for Malaysia

A comprehensive legal document governed by Malaysian law that formalizes the transfer of business ownership from a seller to a buyer. This agreement details all aspects of the business sale transaction, including the purchase price, payment terms, assets and liabilities being transferred, warranties and representations, employee matters, and post-completion obligations. The document complies with Malaysian legal requirements, including the Contracts Act 1950 and Companies Act 2016, and incorporates necessary provisions for business transfer under Malaysian jurisdiction, addressing both statutory requirements and common law principles.

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Agreement To Sell Business

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What is a Agreement To Sell Business?

The Agreement To Sell Business is a crucial legal document used in Malaysian business transactions when transferring ownership of a business from one party to another. It is essential for both small business transfers and large corporate acquisitions, providing a legally binding framework that protects all parties' interests. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950, Companies Act 2016, and relevant industry-specific regulations. It typically includes detailed provisions covering the sale price, payment terms, assets and liabilities being transferred, warranties, employee matters, and post-completion obligations. This document is particularly important in the Malaysian context as it needs to address specific local legal requirements, such as bumiputera ownership considerations in certain sectors and local business registration requirements.

What sections should be included in a Agreement To Sell Business?

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (assets, shares, or both) and the agreed purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business operation requirements

8. Completion: Details of the completion process, timing, and deliverables required from each party

9. Seller's Warranties: Warranties regarding the business, assets, employees, financials, and legal compliance

10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to enter the agreement

11. Limitations on Claims: Limitations on warranty claims including time limits and financial caps

12. Post-Completion Obligations: Ongoing obligations after completion including transition assistance and non-compete provisions

13. Confidentiality: Obligations regarding confidential information and announcement of the transaction

14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law

What sections are optional to include in a Agreement To Sell Business?

1. Employee Matters: Detailed provisions regarding employee transfers, to be included when employees are being transferred

2. Intellectual Property: Specific provisions for IP transfer and protection, needed when the business has significant IP assets

3. Property Leases: Provisions dealing with property lease transfers, required when business premises are leased

4. Environmental Matters: Specific provisions regarding environmental liabilities, needed for businesses with environmental risks

5. Data Protection: Specific provisions regarding personal data transfer, needed when significant customer/employee data is involved

6. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent

7. Tax Covenant: Detailed tax indemnities and procedures, important for larger transactions

8. Third Party Consents: Provisions regarding obtaining necessary third party consents, needed when key contracts require consent for transfer

What schedules should be included in a Agreement To Sell Business?

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of all business properties owned or leased

4. Schedule 4 - Intellectual Property: List of all IP rights owned or used by the business

5. Schedule 5 - Employee Information: Details of all employees including terms of employment

6. Schedule 6 - Material Contracts: List and details of key business contracts

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion

9. Appendix 1 - Form of Transfer Documents: Templates for various transfer documents required at completion

10. Appendix 2 - Disclosure Letter: Seller's disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions




































Clauses




































Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Food & Beverage

Healthcare

Real Estate

Construction

Education

Transportation & Logistics

Hospitality

Agriculture

E-commerce

Financial Services

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Operations

Compliance

Risk Management

Human Resources

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Corporate Lawyer

Chief Financial Officer

Business Development Manager

Mergers & Acquisitions Director

Company Secretary

Finance Director

Operations Director

Legal Counsel

Commercial Director

Risk Manager

Compliance Officer

Business Broker

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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