What we advise on

EXPERTISE

Advisory across the lifecycle of an enterprise, from first incorporation through cross-border expansion.

STRUCTURE

Foundation & Equity Design

Day-one decisions, entity choice, share classes, founder agreements, define what is possible in years three and ten. Built well, the structure stands for two decades. Built in haste, it accumulates patches by year three, and most patches cannot be undone without renegotiation.

We help founders pick the right legal vehicle, design the opening share structure, draft the constitution and Shareholders Agreement, and sit at the negotiation table when a partner or investor joins.

IncorporationShare StructureShareholders' AgreementFounders' AgreementCap Table ModellingLLP Formation
What we deliver
  • Entity-selection advisory: Sdn Bhd vs LLP (where the business has corporate-vehicle ambitions).
  • Coordination with the appointed company secretary on SSM incorporation filings.
  • Opening share structure: share classes, par value, allocation between founders.
  • Constitution drafting under ss. 36 and 292, Companies Act 2016, not template adoption.
  • Founders' Agreement and the first iteration of a Shareholders Agreement.
  • Group structure design: holdco, operating subsidiaries, IP-holding entity where relevant.
  • Cap table modelling: current, target, and round-by-round dilution scenarios.
  • Share class design: ordinary, preference, voting / non-voting, liquidation preference.
  • Founder-protection package: vesting, super-voting, reserved matters, anti-dilution, drag/tag carve-outs.
  • Pre-emption rights on the issue of new shares under s.85, and the waiver mechanics.
  • Drag-along, tag-along, Right of First Refusal and Right of First Offer mechanics.
  • Founder vesting and cliff structures, typically 4-year vest with a 1-year cliff.
  • Buy-sell trigger agreements covering departure, death, disability, and dismissal-for-cause.
  • Deadlock-resolution mechanics: casting vote, mediator, buy-sell triggers, Russian roulette, Texas shoot-out.
  • LLP formation and LLP Agreement drafting (Sdn Bhd-to-LLP conversion advisory where relevant).
Common situations we advise on
  • Two co-founders with unequal cash and time contribution: how to split equity now without seeding a future dispute.
  • Family members joining the business: separating the roles of family and shareholder.
  • A founder bringing in a partner and worried about a 50/50 deadlock or future loss of control.
  • A founder facing an investor's term sheet that looks friendly on paper and is unsure how to negotiate it.
  • A sole proprietorship that has grown organically and now needs a proper corporate vehicle.
  • Three co-founders, one leaving with no vesting agreement, leaving a large block of shares orphaned.
Key legal references
  • Companies Act 2016 ss. 14, 30, 36, 85, 292, 346
  • Limited Liability Partnerships Act 2012
  • Partnership Act 1961 (general partnerships, 20-partner cap per s.14(3) CA 2016)
  • Contracts Act 1950 (SHA enforceability)
  • Stamp Act 1949 (stamp duty on share transfers)
  • Personal Data Protection Act 2010 (as amended 2024)
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