As a shareholder or potential shareholder in a company, it is important to understand your rights and responsibilities. One way to ensure that everyone is on the same page is by drafting a shareholders agreement. In Malaysia, there are certain requirements and considerations that should be taken into account when creating a shareholders` agreement.

Firstly, it is important to understand the purpose of a shareholders` agreement. This document outlines the rights and obligations of shareholders and provides a framework for resolving disputes that may arise between shareholders. It also helps to clarify the management and decision-making processes within the company, as well as outlining the procedures for buying and selling shares.

When drafting a shareholders` agreement in Malaysia, there are certain clauses that should be included. These may include the following:

1. Shareholding structure: This clause should outline the total number of shares issued by the company and the percentage of shares held by each shareholder.

2. Rights and obligations: This clause should outline the rights and obligations of each shareholder, including their voting rights, dividends entitlement, and restrictions on the transfer of shares.

3. Management and decision-making: This clause should outline the management structure of the company and the decision-making process for important matters such as the appointment of directors, major investments, and mergers and acquisitions.

4. Dispute resolution: This clause should outline the procedure for resolving disputes between shareholders, including mediation and arbitration.

5. Exit strategy: This clause should outline the procedures for buying and selling shares, including the valuation of shares and the right of first refusal.

It is important to note that a shareholders` agreement should be customized to the specific needs and circumstances of the company and its shareholders. It is recommended that companies seek legal advice when drafting a shareholders` agreement to ensure that it complies with Malaysian laws and regulations.

To provide a better understanding, a sample of a shareholders agreement in Malaysia can be found on various online legal websites. It is important to remember that this sample agreement should not be used as a template without seeking legal advice, as each company and its shareholders have unique needs and circumstances that should be addressed in the agreement.

In conclusion, a shareholders` agreement in Malaysia is an important document that outlines the rights and obligations of shareholders and provides a framework for resolving disputes. It is essential that this document is customized to meet the specific needs and circumstances of the company and its shareholders, and that legal advice is sought to ensure that it complies with Malaysian laws and regulations.