Establishing a well-structured shareholders agreement in Malaysia assists in assuring the smooth functioning of a company. This article discusses the importance of having a shareholders agreement for Malaysian companies, regardless of nature.
The Definition of A Shareholders Agreement
A shareholders agreement, also sometimes referred to as a stockholders agreement, is an arrangement that defines and regulates the relationship between the shareholders of a company.
The agreement should explicitly depicts the shareholders’ rights, duties, and other specification in that particular company. Typically, the contract sets out clauses pertaining to the appointment of shareholders, transfer of shares, protection and privileges of shareholders, dispute resolution procedures, and more.
Is It Compulsory to Have A Shareholders Agreement?
No, having a shareholders agreement is not mandatory under Malaysian law. Having said that, it is prudent to have one, especially if the company has more than one shareholder.
In fact, it is of utmost importance that companies prepare an organised shareholders agreement in Malaysia to provide certainty and prevent future complexities. This legally binding agreement will ensure the establishment of an equitable and fair relationship amongst the shareholders.
The Significance of A Shareholders Agreement in Malaysia
Safeguarding the Shareholders’ Rights
- A fundamental significance of a shareholders agreement is that it meticulously identifies the distribution of shareholders’ rights, duties, and privileges. Without the agreement, the shareholders’ rights and responsibilities will be vague, which can be detrimental to the company.
- Therefore, establishing a shareholders agreement is essential. This enables shareholders to act in the company’s best interest, allowing them to follow appropriate decision-making processes and preventing company mismanagement by voting transparently.
Ensuring Proper Corporate Governance
- Effective corporate governance requires the existence of a well-structured shareholders agreement, facilitating the company’s long-term success. The agreement serves as a guide for dictating the company’s functioning, resulting in transparency, fairness, and accountability.
- To elaborate, the agreement contains pertinent matters such as transfers and ownership of shares. Hence, a shareholders agreement serves as an effective mechanism for controlling a company and creating a robust relationship between the company and its shareholders.
Minimising the Risk of Disputes
- Navigating the precarious path of business and managing shareholders’ relationships is certainly not an easy task. Having a shareholders agreement that covers all, if not most eventualities, is one of the most foolproof ways of preventing the rise of shareholder disputes or conflicts of interest.
- A sound shareholder agreement acts as a pre-determined framework and prevents, or at the very least solves, problems before they spiral out of control. Thus, the contract should be tailored to suit the unique requirements of the particular company by incorporating efficient dispute resolution practices.
Organising an Efficient Operation
- Not only that, a shareholders agreement plays a major role in ensuring a seamless, efficient, and well-organised operation. The agreement provides that neither the company nor its shareholders are neglecting their respective duties.
- It determines the company’s structure and system based on the terms and conditions stipulated in the contract. With an appropriate agreement in place, it would be easier for both companies and shareholders to work together.
The Bottom Line
While there is no statutory requirement for a company to establish a shareholders agreement in Malaysia, it is crucial for businesses to engage professional legal services when crafting the contents of the contract. Avoid loopholes and other unintended consequences by hiring a corporate lawyer to streamline your legal processes.