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The Simple Stock Purchase Agreement Between Shareholders is a fundamental document used in Malaysian corporate transactions when one shareholder wishes to sell their shares to another existing shareholder(s) in a private company. This document is essential for ensuring a legally compliant and well-documented share transfer process under Malaysian law, particularly the Companies Act 2016. It is commonly used in situations where shareholders are restructuring their ownership positions, planning succession, or implementing exit strategies. The agreement includes crucial elements such as share valuation, payment terms, warranties about share ownership, and completion mechanics. It also addresses regulatory requirements specific to Malaysia, including necessary board approvals and stamp duty obligations. This document is distinct from share transfers to new shareholders or more complex share purchase arrangements, as it is specifically designed for transactions between existing shareholders who are already familiar with the company's operations and structure.

1. Parties: Identification of the seller(s) and buyer(s) of the shares, including full legal names and addresses

2. Background: Context of the transaction, including details about the company whose shares are being transferred

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and price per share

5. Purchase Price: Total consideration and payment terms

6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment

7. Seller's Representations and Warranties: Seller's confirmations regarding ownership, authority to sell, and status of shares

8. Buyer's Representations and Warranties: Buyer's confirmations regarding authority to purchase and financial capacity

9. Conditions Precedent: Any conditions that must be met before the transfer can complete

10. Confidentiality: Obligations to keep the transaction and related information confidential

11. Costs: Allocation of transaction costs including stamp duty and professional fees

12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability