Part 1 | Buying a company in Malaysia? Understand the Offer Letter first! скачать в хорошем качестве

Part 1 | Buying a company in Malaysia? Understand the Offer Letter first!

Buying a company in Malaysia❓Understand the Offer Letter first❗ 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 How to Buy a Company in Malaysia (Letter of Offer & Key Basics) Buying a company in Malaysia is a major decision that involves legal, financial, and regulatory considerations. Generally, a company can be acquired in two ways: 1️⃣ Share Purchase – Buying shares from existing shareholders. 2️⃣ Asset Purchase – Buying specific assets and liabilities of the company. For private limited companies (Sdn Bhd), share purchases are more common. The Basic Process 📌A typical share acquisition involves: 📌Signing a Letter of Offer / LOI / Term Sheet 📌Conducting Due Diligence (if required) 📌Signing the Share Purchase Agreement (SPA) 📌Fulfilling conditions precedent (if any) 📌Completion and transfer of shares Although the terms differ, a Letter of Offer (LO) records the key commercial terms before the SPA is drafted. What Is in a Letter of Offer? A Letter of Offer usually includes: 📌Parties’ names 📌Number of shares involved 📌Purchase price 📌Payment terms 📌Timeline for signing SPA and completion 📌Exclusivity period 📌Whether it is binding or subject to due diligence 📌Deposit terms (refundable or non-refundable) It sets the foundation and reduces later disputes. Binding vs Subject to Due Diligence If the LO is binding, parties are generally expected to proceed regardless of findings. If it is subject to due diligence, the buyer may withdraw if not satisfied. This is common, as buyers need to verify financial, legal, and operational matters before committing. Exclusivity Period Buyers often request exclusivity, meaning the seller cannot negotiate with other buyers during a specified period (usually 1–3 months). Without exclusivity, the seller is free to negotiate with multiple parties. Deposits Unlike property deals, there is no standard deposit rate for share purchases. It depends on negotiation and bargaining power. In practice, deposits are often non-refundable, especially when exclusivity is granted. The LO must clearly state the terms to avoid disputes. Determining the Purchase Price Buyers typically assess price based on: 📌Audited financial statements filed with Companies Commission of Malaysia (SSM) 📌Management accounts 📌Internal financial evaluation or professional valuation It is advisable to agree on a clear price (or clear price adjustment formula) early to avoid renegotiation. Regulatory Approvals & Conditions Precedent If the company operates in a regulated industry, approval from regulators may be required before any change of control. In such cases: 📌The SPA will include regulatory approval as a condition precedent. 📌Completion only occurs after approval is obtained. 📌Proceeding without approval may lead to penalties or revocation of licenses. If approval is denied, the transaction may collapse. ⚠️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