Corporate Commercial & Advisory Lawyers in Malaysia

Ching, Elaine & Co advises Malaysian companies on the agreements and regulatory questions that arise in the ordinary course of business — shareholders and joint venture arrangements, commercial contracts, stamp duty relief, competition law, personal data protection, and licensing and franchising. We act for clients ranging from start-ups and SMEs to companies listed on Bursa Malaysia Securities Berhad, from our offices in Petaling Jaya and Setia Alam.

What we advise on

Shareholders and joint venture agreements

We draft and negotiate shareholders agreements and joint venture agreements: share transfer restrictions, pre-emption rights, drag-along and tag-along provisions, reserved matters and board composition, deadlock mechanisms, funding obligations and exit arrangements. We also advise on how a shareholders agreement interacts with the company’s constitution, and on binding incoming shareholders by deed of adherence. Our note on drafting shareholders agreements in Malaysia covers the questions clients ask most often.

Commercial contracts

Supply, distribution, agency, services and licensing agreements; memoranda of understanding and term sheets; confidentiality and non-disclosure agreements; and the review of contracts presented by counterparties, with particular attention to liability, termination, indemnity and dispute resolution provisions.

Stamp duty exemption applications

Applications for relief and exemption from stamp duty, including relief on transfers between associated companies and in connection with schemes of reconstruction and amalgamation. Stamp duty relief is often the difference between a transaction structure working and not working, and it is best considered before documents are executed rather than after.

Competition law

Advice on compliance with the Competition Act 2010: anti-competitive agreements, abuse of a dominant position, and the competition provisions of commercial and joint venture arrangements.

Personal data protection

Privacy notices, consent mechanics, data processing agreements, cross-border transfer arrangements, breach response procedures and data protection officer appointments under the Personal Data Protection Act 2010 as amended in 2024. See our note on data privacy law in Malaysia.

Licensing, franchising and regulated activities

Franchise agreements and registration under the Franchise Act 1998, distribution and licensing arrangements, and the licences and approvals required to carry on regulated activities in Malaysia — including the licensing regime applying to trade and logistics businesses.

Common questions

Do we need a shareholders agreement if we already have a constitution?

They do different jobs. The constitution is a public document governing the company; a shareholders agreement is a private contract between the shareholders and can address matters the constitution does not, such as funding obligations, exit rights and deadlock. Where the two conflict, the shareholders agreement binds the shareholders as a matter of contract but does not bind the company unless the company is a party to it.

When should stamp duty relief be considered?

Before the transaction documents are executed. Relief under the Stamp Act 1949 depends on the structure and the relationship between the parties, and on conditions that must be satisfied at the time of the transfer. Restructuring a transaction after execution to qualify for relief is rarely possible.

Does the PDPA apply to our business?

The Act applies to the processing of personal data in commercial transactions. Most businesses that hold customer or employee data in Malaysia are within scope, and since the 2024 amendments the obligations extend directly to data processors as well as data controllers.

How we work

Commercial documents are read by the parties long after the lawyers have moved on. We draft for that: clear allocation of risk, mechanics that work in practice, and provisions that anticipate the disagreements a relationship is likely to produce. Where a transaction is straightforward we say so, and we do not paper what does not need papering.