When it comes to the purchase or sale of a business in Malaysia, it is critical to have a well-written agreement in place to protect both parties. An agreement clearly outlines the terms and conditions of the transaction, including the price, payment terms, and any other necessary details.
Here is a sample of an agreement to sell/purchase a business in Malaysia:
1. Parties Involved: The agreement must clearly identify the parties involved in the transaction. This includes the buyer and the seller, as well as any representatives or agents involved.
2. Asset or Share Purchase: The agreement should state whether the transaction is an asset or share purchase. An asset purchase involves the sale of specific assets and liabilities of the business, while a share purchase involves the sale of the entire business, including its assets and liabilities.
3. Purchase Price: The purchase price should be clearly stated in the agreement, along with the payment terms. The payment terms could include a down payment, with the balance to be paid over a specified period.
4. Due Diligence: The buyer should be given a period of time to conduct due diligence on the business before the sale. This period should be specified in the agreement, along with the scope of due diligence to be conducted.
5. Representations and Warranties: The agreement should include representations and warranties from both the buyer and the seller. These may include representations about the condition of the business, its assets, and its liabilities.
6. Restrictive Covenants: The agreement should include any restrictive covenants, such as non-compete or non-disclosure agreements, that will be in effect after the sale.
7. Closing: The agreement should outline the closing process, including the date and location of the closing, and any other documents or actions that must be taken before the sale can be completed.
In conclusion, an agreement to sell/purchase a business in Malaysia should clearly outline the terms and conditions of the transaction, including the purchase price, payment terms, due diligence period, representations and warranties, restrictive covenants, and closing process. It is important to have an experienced attorney review the agreement to ensure that it is legally sound and protects both parties.