Purchasing shares from a private company

If an investor wants to subscribe to shares or buy shares in a private company(Sendirian Berhad), they should first look at the following documents to see if there are any restrictions.

1. The company's constitution, if it has one; and

2. A kepentingan shareholders agreement' agreement, if the current shareholders have already signed one.

If a company has filed its constitution in the right way, it can be found in the record of the Companies Commission of Malaysia ("CCM"). But the investor wouldn't know if the copy taken from the CCM (if there is one) is the most recent constitution that the company has adopted. So, it's a good idea to ask the company directly for a copy of the most recent constitution.

Section 85 of the Companies Act 2016 says that shareholders have the right to buy new shares from the company before anyone else. This is only true if the company's constitution allows it. Section 85 must be read in conjunction with the company's constitution and shareholders' agreement to find out if:

1. the right of existing shareholders to buy new shares before the company gives them out; or

2. If a shareholder wants to sell their shares, the other shareholders have the right to buy them first.

For the investor to subscribe to or buy shares, the existing shareholders would have to give up these rights.

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