The Startup Shareholder Agreement serves as a foundational document for Malaysian startups, establishing the legal framework for relationships between shareholders and the company. This document becomes essential when a startup moves beyond initial formation to include multiple shareholders, whether they are founders, investors, or employees with share options. It is particularly crucial when raising capital, as Malaysian venture capital and angel investors typically require such agreements before funding. The agreement must comply with the Companies Act 2016 and other relevant Malaysian regulations, while addressing key aspects such as share transfer restrictions, minority shareholder protections, and corporate governance structures. This document is vital for preventing future disputes and providing clear mechanisms for decision-making and exit strategies.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company formation details and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding
5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and dividend rights
6. Share Transfer Restrictions: Restrictions on transfer of shares and right of first refusal provisions
7. Management and Decision Making: Governance structure, board composition, and decision-making processes
8. Reserved Matters: List of decisions requiring special majority or unanimous consent
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Dispute Resolution: Procedures for resolving disputes between shareholders
11. Term and Termination: Duration of the agreement and circumstances for termination
12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property Rights: Specific provisions for IP ownership and licensing - essential for tech startups
2. Founder Commitments: Special obligations and restrictions on founder-shareholders, including non-compete and full-time commitment
3. Anti-Dilution Protection: Protection mechanisms for existing shareholders against future share issuances
4. Tag-Along and Drag-Along Rights: Rights for minority shareholders to join in sale (tag-along) and majority shareholders to force sale (drag-along)
5. Preferred Shareholder Rights: Special rights for preferred shareholders, typically used when venture capital is involved
6. Employee Share Option Pool: Provisions for employee share schemes and option pools
7. Dead-Lock Resolution: Specific procedures for resolving board or shareholder deadlocks
8. Exit Strategy Provisions: Specific provisions regarding IPO, trade sale, or other exit events
1. Schedule 1: Details of Shareholders: Complete details of all shareholders including contact information and shareholding
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation
3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring special approval
4. Schedule 4: Company's Business Plan: Initial business plan and key milestones
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6: Fair Value Calculation: Methodology for calculating share fair value for transfers
7. Schedule 7: IP Assets Register: List of company's intellectual property assets
8. Appendix A: Board Regulations: Detailed procedures for board meetings and decision-making
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