6. Closing date. The closure takes place at the registry of the seller`s lawyer under the _______uhr. By paying the part of the purchase price that then goes to the seller, the seller must provide the buyer with the necessary transmission instruments to transfer to the buyer the transaction and the property mentioned in it. These transfer instruments transfer to the buyer the full ownership of the business and the property which is free of any right of guarantee and any charge. (e) until the closing date, it will operate in the usual and usual manner and will not enter into a contract unless necessary in the context of the proper execution of the transactions. A business purchase agreement should contain the relevant details of the agreement, namely the purchase provision, the method of payment, the specific conditions or conditions to be met for the sale within a period (if it exists), the conclusion and completion results, dispute settlement alternatives such as mediation or arbitration, etc. Sellers may violate the PDPA if the personal data of individuals collected as part of their business transaction is passed on to the buyer without the consent of those involved in the sale of the business (for example. B the personal data of their employees, the list of customers, suppliers, etc.). An offence under the PDPA is an offence punishable by fines ranging from RM100,000 to RM 500,000 or imprisonment. This consideration applies to sellers registered in the GST. GST is levied on any delivery of goods or services manufactured in Malaysia for a taxable benefit that is made by a taxable person as part of or as part of the promotion of a transaction that is carried out by a taxable person.
In general, the sale of commercial assets would be considered a commercial transaction that attracts GST, since the word „delivery“ takes on a broad meaning. However, it is appropriate to distinguish between the transfer of commercial assets and the transfer of assets as an entity in progress („TOGC“), since the latter is not considered a delivery under the loan agreement, which accounts for the terms of the sale of the transaction as well as the assets from the seller to the buyer. It will also contain payment terms, valuation and terms of sale. Another thing to note is that sellers must lay off, even if a new job has been offered to the workers by the buyer (i.e. workers in the first category). In other words, the law does not recognize the automatic continuation of employment with the new owner of the business and the existing employment contract with the seller must continue to be „terminated“. The seller should therefore be informed of the notice periods in employees` contracts – the length of notice may, in some cases, put the seller in a dilemma, either delay the sale of the business or pay its employees instead of a termination. In addition, the sale of a business allows the seller to „pick“ certain elements of the business to sell it, unlike the sale of the shares of a company that includes the sale of the entire company that owns the „stock and barrel“ business. Regardless of the above models, the assets of the target activity would be one of the most important elements of an acquisition.