Part 3 | Buying a company❓Share Purchase Agreement 101: SPA, warranties & hidden risks скачать в хорошем качестве

Part 3 | Buying a company❓Share Purchase Agreement 101: SPA, warranties & hidden risks

Buying a company❓Share Purchase Agreement 101: SPA, warranties & hidden risks Messrs Edward Ng & Partners | 爱德华黄律师事务所 (BY Lawyer Edward Ng Kee Way 创办人爱德华·黄志威律师) 📍Kuala Lumpur HQ: Suite 16-6, 16th Floor , Wisma UOA II, No. 21, Jalan Pinang 50450 Kuala Lumpur, Malaysia 📍Puchong Branch: Suite 13-85, 13th Floor, Tower 4, Puchong Financial Corporate Centre (PFCC), Jalan Puteri 1/2, Bandar Puteri Puchong, 47100 Puchong, Selangor, Malaysia. 📞Phone: +6018-9650193 (Whatsapp) | +603-2709 3996 🌐Website: www.edwardngpartners.com 🔴FB :   / edwardngpartners   🔴Instagram:   / edwardngpartners   🔴TikTok:   / edwardngpartners   🔴Youtube:    / @edwardngpartners   🔴XiaoHongShu: https://xhslink.com/m/3TbYHE4P0H2 Thinking of buying a company? Here’s a quick breakdown of how a Share Purchase Agreement (SPA) works — straight to the point. A Share Purchase Agreement is a contract governing the sale and purchase of shares in a company. It sets out the purchase price, payment terms, conditions precedent, warranties, disclosures, and what happens if either party defaults. 💰How is payment made? Unlike property transactions with strict progressive stages, share deals are flexible. Common structures include: 📌10% deposit upon signing, 90% upon completion; or 📌100% payment upon completion (no upfront payment). Sometimes the purchase money is held by a lawyer as stakeholder. In other cases, no money is paid until completion. 🔐What is “Completion” or “Closing”? Completion happens when all agreed conditions are fulfilled. This usually includes: 📌Signing of the share transfer form (Section 105 form) 📌Stamping by LHDN 📌Submission and registration with SSM 📌Full payment of the purchase price After submission, a company search with SSM can confirm whether the share transfer has been registered. If there are errors in the transfer documents (e.g. wrong names or IC numbers), they can be rectified and resubmitted. 🛡Warranties & Claims SPAs commonly contain warranties (legal promises) by the seller about the company’s condition — such as no undisclosed liabilities, no ongoing winding-up proceedings, and that the company is a going concern. If a warranty turns out to be false, the buyer can claim damages. However, reversing the entire transaction (returning shares and refunding money) is rare unless both parties agree or a court orders it. 📄Disclosure Letter To limit liability, sellers may issue a disclosure letter. This document lists matters that may otherwise breach warranties — such as: 📌Ongoing litigation 📌Potential financial exposure 📌Existing liabilities Once properly disclosed, the buyer generally cannot later claim non-disclosure on those matters. ⚖Litigation & Winding-Up Risks Buyers usually: 📌Request all court documents if there are ongoing lawsuits 📌Seek legal opinions from the company’s litigation lawyers 📌Conduct winding-up searches If a winding-up petition arises before completion and was not disclosed, it can be a deal breaker. Buyers may terminate or require the issue to be resolved first. 🚪What if a Party Pulls Out? If either party defaults without valid reason, the SPA will typically contain a default clause. Similar to property deals, deposits (often 10% or more) may be forfeited as agreed liquidated damages. In short, buying shares is not just about price — it’s about due diligence, risk allocation, and proper documentation. A well-drafted SPA protects both sides and ensures a smooth transfer of ownership. Stay tuned for the next topic: Conditions Precedent. ⚠️Disclaimer 免责声明 The information provided in this video/article is for general informational purposes only and does not constitute legal advice. Viewing or relying on this content does not create, and is not intended to create, a solicitor-client or attorney-client relationship. If you require advice specific to your situation, you should consult a lawyer. Any case-related content shared here has been disclosed with the information consent of the relevant client(s). #家庭法 #FamilyLaw #离婚律师 #divorcelawyer #婚姻与离婚法 #MarriageAndDivorceAct #房地产法律 #PropertyLaw #公司法 #CorporateLaw #合同法 #ContractLaw #遗产规划 #EstatePlanning #继承与遗嘱 #WillAndInheritance #民事诉讼 #CivilLitigation #商业纠纷 #BusinessDispute #国际投资 #ForeignInvestment #EdwardNgAndPartners #爱德华黄律师事务所 #马来西亚律师事务所 #MalaysiaLawFirm #KualaLumpurLawFirm #TrustedLegalPartner #值得信赖的法律伙伴 #yourlegaladvisor #专业法律团队