Corporate and Commercial Matters
Overview
Our firm delivers targeted legal advisory and drafting services to support clients in navigating corporate structures and commercial partnerships. Whether you’re forming a new business entity or entering into a strategic commercial arrangement, our Corporate and Commercial Services are tailored to safeguard interests, ensure compliance, and promote long-term operational clarity.
Scope of Corporate Services
Shareholder Agreement
- Defining rights, responsibilities, and exit strategies among shareholders
- Structuring voting mechanisms and dispute resolution protocols
- Aligning with Companies Act 2016 requirements and corporate governance norms
Share Sale Agreements
- Drafting agreements for equity transfers in private and public entities
- Managing representations, warranties, and post-sale obligations
- Coordinating due diligence and regulatory filing
Partnership Agreements
- Establishing terms for business collaboration and profit-sharing
- Defining roles, liabilities, and termination clauses
- Ensuring compliance with the Partnership Act 1961 or Limited Liability Partnership Act 2012
Other Corporate-Related Agreements
- Director service contracts
- Company constitution amendments
- Memorandum of understanding (MOUs) for strategic expansions
Scope of Commercial Services
Distributorship & Dealership Agreements
- Structuring exclusive or non-exclusive distribution frameworks
- Addressing territory rights, performance metrics, and termination rights
Joint Ventures & Collaboration Agreements
- Establishing governance models, contribution plans, and shared IP clauses
- Navigating financial obligations and tax implication
Licensing Agreements
- Drafting terms for technology, brand, or process licenses
- Addressing royalties, scope of use, renewal rights, and breach remedies
Custom Commercial Contracts
- Tailored drafting for non-standard commercial arrangements
- Strategic review of third-party contracts and negotiations
Common Questions for commercial and corporates
Frequently asked questions
01 Do I need a shareholder agreement even if the company has only two shareholders?
Yes. A shareholder agreement protects both parties by clearly defining decision-making power, dispute mechanisms, and exit options. It complements the company constitution and provides additional clarity.
02 What is the difference between a partnership agreement and a joint venture contract?
A partnership agreement establishes a shared business entity, while a joint venture is often a limited collaboration for a specific project or objective. The legal and tax implications differ significantly
03 Are licensing agreements enforceable under Malaysian law?
Absolutely. Licensing agreements are recognized under the Contracts Act 1950 and relevant IP legislation. We ensure clauses are clear and enforceable to protect proprietary rights.
04 How do you ensure commercial contracts comply with local and international standards?
We structure contracts based on the governing law clause, industry-specific regulations, and cross-border compliance requirements, including anti-corruption and competition rules where applicable.
05 What documents or information should I prepare before drafting a corporate-related agreement?
Essential inputs include organizational structure, shareholder or partner details, financial contributions, governance policies, and intended commercial outcomes. We guide clients through a checklist to streamline the process.