Corporate Advisory
Practical legal support for companies, founders, directors, shareholders, and business owners.
Led by Andrew Poh Seng Yong · Commercial
Overview
JPP LAW advises companies, founders, directors, and shareholders in Malaysia on incorporation, structuring, transactions, shareholders' agreements, and governance, partner-led throughout.
Corporate decisions can shape the control, direction, and future value of a business. The legal issues are often only noticed when a transaction becomes disputed, a shareholder relationship breaks down, or an important document is tested under pressure.
We advise businesses on company structures, internal arrangements, governance matters, shareholder rights, and transaction documents. Our role is to help clients make commercial decisions with a clearer understanding of their legal position.
Areas We Handle
Our corporate advisory work covers shareholders' agreements, directors' duties, board and shareholder matters, company structuring, investment documents, corporate transactions, business transfers, founder arrangements, internal governance documents, and general corporate advisory.
We also support companies during negotiations, due diligence, business expansion, restructuring, and regular commercial decision-making.
For founders, directors, and shareholders, we help structure documents and decisions in a way that reduces uncertainty and protects the business relationship where possible.
How We Approach Corporate Matters
Corporate advice should be clear enough for business owners to act on.
We focus on practical risk, decision-making control, commercial protection, and documents that reflect the actual arrangement between the parties. The aim is to help clients understand what they are agreeing to before the issue becomes difficult to unwind.
How a corporate engagement runs
01
Understand the business
We start with how the business actually works: who owns it, who runs it, where the money comes from, and what decision or transaction is in front of you. The legal structure has to fit that reality.
02
Identify the risk that matters
Not every clause carries the same weight. We tell you which points genuinely affect control, value, or exposure, and which are standard. That keeps negotiation focused and the document readable.
03
Draft and negotiate
We prepare or mark up the documents, from shareholders' agreements and subscription terms to board resolutions and constitutions, and negotiate with the other side's advisers where required.
04
Close and keep it usable
We see the transaction through to signing and filing, and leave you with documents your team can actually operate under, not a file that only makes sense to lawyers.
Typical matters
- Incorporation, constitutions, and group structuring
- Shareholders' agreements, founder agreements, and vesting
- Fundraising: term sheets, subscription and investment agreements, and convertible notes
- Share sales, business transfers, and acquisitions
- Directors' duties, board decisions, and shareholder approvals under the Companies Act 2016
- Joint ventures and partnership arrangements
- Restructuring, exits, buy-outs, and deadlock resolution
- Corporate governance, internal policies, and compliance documents
- Advice to foreign investors setting up or acquiring in Malaysia
Fees and how we scope work
Most corporate work can be scoped and priced before it starts. JPP LAW quotes fixed fees for defined documents and transactions, such as an incorporation package, a shareholders' agreement, or a share sale, with the scope agreed in writing.
Where a transaction is open-ended, for example a negotiated investment round with several parties, we agree a fee for each phase and update the estimate as the shape of the deal becomes clear. Company secretarial and registry fees are separate and itemised.
Common questions
Do I need a shareholders' agreement if the shareholders are friends?
Yes, and especially then. A shareholders' agreement is the document you rely on when the friendship or the business changes: a co-founder leaves, someone wants to sell, a decision splits the board, or one party stops contributing. Agreeing the rules while everyone is on good terms is far cheaper than litigating them later.
What happens when co-founders fall out→What are a director's duties under Malaysian law?
A director of a Malaysian company must act in good faith in the company's best interests and for a proper purpose, exercise reasonable care, skill, and diligence, and avoid conflicts of interest, under the Companies Act 2016. Breach can lead to personal liability. We advise directors on specific decisions and on the governance framework that protects them.
Can a foreign company or investor own a Malaysian company?
In most sectors, yes. A Malaysian Sdn Bhd can be wholly foreign-owned, subject to sector-specific licensing and equity conditions in areas such as financial services, telecommunications, and certain distributive trades. We advise on the structure and the approvals that apply to your sector before you commit.
How long does it take to incorporate a company in Malaysia?
Incorporation itself with the Companies Commission of Malaysia can be completed within a few working days once the name is approved and the documents are ready. The time is better spent getting the structure, the constitution, and the shareholder arrangements right first, which is where the value lies.
Legal documents startups should prepare early→Insights
Plain-language notes from this practice on the questions clients ask most.