Share Sale and Purchase Agreement
Share Sale and Purchase Agreements for Buying and Selling Malaysian Companies
The document that transfers the company — drafted so what you are buying, what you are paying and what you are protected against are all settled before completion.
- Advocates & Solicitors
- Offices in Kuala Lumpur & Johor Bahru
- Confidential, no obligation
Real lawyers, one team behind every matter
Who this is for
Sound familiar?
Buyers acquiring a company or a controlling stake
Sellers exiting a business in whole or in part
Shareholders selling to a co-shareholder or to the company
Groups reorganising ownership across subsidiaries
Investors taking a stake alongside existing shareholders
What's at stake
What is really at stake
- 01Buying shares means buying everything.The contracts you have not read. The employees you have not met. The tax position, the pending claim, the guarantee somebody gave a bank four years ago.
- 02Heads of terms get agreed on price and everyone assumes the hard part is done.Then completion approaches and the real questions arrive at once — what warranties, whose disclosure, what happens to the director loans, who bears the tax on the pre-completion period.
- 03The seller wants a clean exit.The buyer wants recourse. If the agreement does not resolve that tension precisely, one of you will discover which way it fell only after the money has moved.
In plain words
Share Sale and Purchase Agreement
A share sale and purchase agreement transfers ownership of a company's shares — setting the price and any adjustment mechanism, the conditions to completion, the warranties and indemnities, the disclosure regime, restrictions on the seller after completion, and exactly what happens at and after the completion meeting.
What good looks like
Imagine a completion meeting where nothing is negotiated. Every condition satisfied and evidenced. The consideration mechanism agreed. Warranties given and disclosed against. Both sides signing a document they read weeks ago and have not argued about since.
What you get
What we deliver
Scope and fee are agreed in writing before any work starts, so you know exactly what you are getting.
- 01
Structuring advice on consideration, adjustment and payment mechanism
- 02
Drafted or reviewed share sale and purchase agreement
- 03
Warranty, indemnity and limitation provisions drafted or reviewed
- 04
Disclosure letter and conditions precedent management
- 05
Completion meeting and post-completion filings
How we work
Clear from the first conversation
- 1
Send a short request
Tell us what the matter is about. It takes under a minute and stays confidential.
- 2
Akmal sets a time with you
We reply within 30 minutes in office hours to arrange your consultation, online or at our KL or JB office.
- 3
Advice, then a written proposal
You get a clear view of the issues and options, then a written scope and fee proposal.
- 4
Work begins on the agreed scope
Akmal leads the matter with a team of our lawyers, working to the scope you approved. You get regular updates at every key step.
Who leads your matter
Led by Akmal Saufi, supported by our team
Akmal leads your matter as Partner. Depending on the work, other lawyers in our team handle parts of it day to day, with Akmal overseeing the matter.
Akmal Saufi
Partner, Messrs Akmal Saufi & Co
- Advocate & Solicitor, Malaysia
- Over 13 years in transactional work: M&A, joint ventures, land and infrastructure
- LLB (Hons), International Islamic University Malaysia
The team behind your matter
Meet the team →Who we have acted for
Organisations we have acted for
Federal government agencies & statutory bodies
Johor state bodies & local authorities
Government-linked companies
Private sector & NGOs
Shown with permission. Government agencies, statutory bodies and government-linked companies are identified as such. Their inclusion does not imply endorsement by any government, ministry or agency.
Next step
Request a consultation with Akmal
- 1Send a short request. It takes under a minute.
- 2Akmal reviews it and arranges a time with you.
- 3You get clear advice, then a written scope and fee proposal.
We reply within 30 minutes · Mon–Fri, 8:30am–5:30pm
Your details stay confidential. Sending a request does not mean you have appointed us.
- Licensed advocates & solicitors
- Professional indemnity insured
- Offices in KL & JB
Questions
Frequently asked questions
Still unsure? Send a short request and Akmal will tell you plainly whether and how we can help.
Should we buy the shares or the assets?
Do we need due diligence first?
What is a disclosure letter and why does it matter?
Can part of the price be held back?
We are the seller. Is this still for us?
What is Legal That Works?
What if I’m not sure what legal service I need?
Who will be helping me?
Before you sign
The cost of waiting
Every protection a buyer gets is agreed before signature. After completion, the only remedy is whatever the agreement already gave you.
We reply within 30 minutes · Mon–Fri, 8:30am–5:30pm
