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Director Shareholder Agreement

Director Shareholder Agreement Template for Malaysia

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for a Malaysian technology startup with three founding directors who will each hold equal shares, including specific provisions for future funding rounds and a vesting schedule starting from January 2025."

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Document background
The Director Shareholder Agreement is a fundamental document in Malaysian corporate governance, typically implemented during company formation or when establishing new management structures. It serves as a critical tool for managing relationships between directors and shareholders while ensuring compliance with Malaysian corporate law, particularly the Companies Act 2016. This agreement is essential when companies need to clearly define voting rights, share transfer restrictions, management responsibilities, and dispute resolution mechanisms. It's particularly valuable for private companies, joint ventures, and family-owned businesses where close control over ownership and management is desired. The document helps prevent potential conflicts by clearly outlining corporate governance procedures, decision-making processes, and the rights and obligations of all parties involved.
Suggested Sections

1. Parties: Identification of all shareholders and directors who are party to the agreement

2. Background: Context of the agreement, including company details and purpose of the arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Capital and Shareholding Structure: Details of company's share capital, classes of shares, and current shareholding distribution

5. Directors' Appointment and Removal: Process for appointing and removing directors, board composition requirements

6. Directors' Duties and Responsibilities: Specific duties, responsibilities, and obligations of directors under Malaysian law and this agreement

7. Shareholders' Rights and Obligations: Rights and obligations of shareholders, including voting rights and dividend entitlements

8. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights

9. Corporate Governance: Decision-making processes, board meetings, shareholder meetings, and voting requirements

10. Reserved Matters: Decisions requiring special majority or unanimous approval

11. Dividend Policy: Framework for declaration and distribution of dividends

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients

14. Dispute Resolution: Procedures for resolving disputes between parties

15. Termination: Circumstances and procedures for terminating the agreement

16. General Provisions: Standard legal provisions including governing law, notices, amendments

Optional Sections

1. Tag-Along and Drag-Along Rights: Additional share transfer provisions for minority shareholder protection or majority exit facilitation

2. Death and Incapacity: Procedures for handling shares and directorship in case of death or incapacity of a shareholder-director

3. Management Structure: Detailed management hierarchy and reporting structures for larger companies

4. Intellectual Property Rights: Provisions regarding ownership and protection of company IP, particularly relevant for technology companies

5. External Financing: Procedures for obtaining additional financing and related shareholder obligations

6. Employee Share Scheme: Framework for implementing employee share ownership plans

7. Islamic Finance Compliance: Additional provisions for Shariah compliance if required

8. Multiple Share Classes: Specific provisions for companies with different share classes and associated rights

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete list of shareholders with their shareholding details and contact information

2. Schedule 2: Share Capital Structure: Detailed breakdown of share capital, including all share classes and rights

3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring special approval

4. Schedule 4: Board Procedures: Detailed procedures for board meetings, voting, and decision-making

5. Schedule 5: Company's Business Plan: Current business plan and strategic objectives

6. Schedule 6: Deed of Adherence: Template for new shareholders to agree to the terms of the agreement

7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares for transfer purposes

8. Schedule 8: Directors' Service Agreements: Template or key terms of directors' service contracts

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions





















































Clauses









































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Education

Construction

Energy

Agriculture

Telecommunications

Mining

Transportation

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Shareholder Relations

Risk Management

Corporate Affairs

Investment Relations

Relevant Roles

Chief Executive Officer

Company Director

Managing Director

Board Member

Company Secretary

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Operating Officer

Board Chairman

Executive Director

Non-Executive Director

Independent Director

Corporate Governance Officer

Shareholder Relations Manager

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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