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Cross Purchase Buy Sell Agreement for Malaysia

Cross Purchase Buy Sell Agreement Template for Malaysia

This document is a legally binding agreement between shareholders of a company in Malaysia that establishes the terms and conditions under which shareholders can or must purchase the shares of other shareholders upon specific triggering events such as death, disability, retirement, or voluntary departure. The agreement, governed by Malaysian law including the Companies Act 2016 and Contracts Act 1950, provides a clear framework for share transfers, establishes valuation methods, and typically includes funding mechanisms such as life insurance policies. It helps maintain company continuity and prevents unwanted third-party ownership while ensuring fair treatment of departing shareholders or their estates.

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What is a Cross Purchase Buy Sell Agreement?

The Cross Purchase Buy Sell Agreement is a crucial document for Malaysian companies with multiple shareholders who want to maintain control over ownership succession and ensure business continuity. This agreement is particularly relevant when shareholders want to prevent shares from being transferred to unwanted third parties or when they need to establish a clear exit mechanism. The document, compliant with Malaysian legislation including the Companies Act 2016, typically includes provisions for share valuation, payment terms, and funding mechanisms (often through life insurance). It's commonly used in private companies, family businesses, and professional practices where maintaining control over ownership is critical. The agreement helps prevent potential disputes by establishing clear procedures for share transfers and provides certainty for business succession planning.

What sections should be included in a Cross Purchase Buy Sell Agreement?

1. Parties: Identification of all shareholders entering into the agreement

2. Background: Context of the agreement, including company details and current shareholding structure

3. Definitions: Key terms used throughout the agreement including triggering events, fair market value, and other critical concepts

4. Purchase Obligation: Core obligations of surviving shareholders to purchase shares upon triggering events

5. Triggering Events: Detailed description of events that activate the buy-sell provisions (death, disability, retirement, etc.)

6. Purchase Price: Methodology for determining the share price and valuation mechanisms

7. Payment Terms: Structure and timing of payments for purchased shares

8. Funding Mechanism: Details of how the purchase will be funded (typically life insurance)

9. Transfer Restrictions: Limitations on share transfers outside of this agreement

10. Notice Requirements: Procedures for notifying parties of triggering events and purchase obligations

11. Confidentiality: Provisions regarding confidential information

12. Governing Law: Specification of Malaysian law as governing law

13. Dispute Resolution: Procedures for resolving disputes between parties

What sections are optional to include in a Cross Purchase Buy Sell Agreement?

1. Tag-Along Rights: Optional provision allowing minority shareholders to join in sale of shares under certain conditions

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in sale

3. Right of First Refusal: Optional provision giving existing shareholders first right to purchase shares before third-party sales

4. Insurance Requirements: Detailed section on insurance obligations if funding through life insurance

5. Non-Competition: Restrictions on competing business activities after share sale

6. Family Member Provisions: Special provisions for family-owned businesses regarding inheritance and family transfers

What schedules should be included in a Cross Purchase Buy Sell Agreement?

1. Schedule 1 - Current Shareholding: Details of current shareholders and their shareholding percentages

2. Schedule 2 - Valuation Formula: Detailed methodology for calculating share value

3. Schedule 3 - Insurance Policies: List of insurance policies and their details if applicable

4. Schedule 4 - Company Information: Key company details including registration number, registered address

5. Appendix A - Share Transfer Form: Template for share transfer documentation

6. Appendix B - Notice Forms: Ƶ for various notices required under the agreement

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions





































Clauses
























Relevant Industries

Professional Services

Manufacturing

Technology

Family Businesses

Retail

Healthcare

Construction

Real Estate

Financial Services

Agriculture

Food & Beverage

Consulting

Relevant Teams

Legal

Corporate Secretarial

Finance

Risk Management

Compliance

Executive Leadership

Board of Directors

Relevant Roles

CEO

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Business Owner

Partner

Shareholder

Director

Corporate Lawyer

Financial Controller

Risk Manager

Board Member

Company Founder

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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