
A term sheet arriving in a founder’s inbox is a moment worth celebrating, but it also marks the start of weeks of scrutiny. Investors will want to see clean records, sensible documents and a company that can actually issue the shares it is promising. Toh Liew and Gentry helps startups prepare for that scrutiny well before the money is on the table. Working through its new companies and start-ups practice and its corporate advisory team, the firm guides founders through the housekeeping, negotiation and completion steps that turn an investor’s interest into a signed, funded round without unpleasant surprises along the way.
What Investment Readiness Looks Like at Toh Liew & Gentry
Preparation begins with a candid look at the company as an investor would see it. Toh Liew and Gentry reviews the corporate records held with the Companies Commission of Malaysia, the company’s constitution, any existing shareholders’ agreement, board and shareholder resolutions, and the capitalisation table. Gaps are common: shares that were promised but never formally allotted, verbal arrangements with early advisers, or intellectual property still sitting in a founder’s personal name. Fixing these before due diligence starts is far easier than explaining them halfway through a negotiation.
The Companies Act 2016 shapes much of the process. Directors generally need prior approval of the company in general meeting before allotting new shares, and existing shareholders may have pre-emptive rights depending on what the constitution says. As private companies, Sdn Bhd entities are also restricted from offering shares to the public, so fundraising has to be structured carefully, whether through private placements with identified investors or through platforms regulated by the Securities Commission under the Capital Markets and Services Act 2007. The firm explains which approvals are needed and prepares the resolutions and filings in the correct order.
Negotiation is where good preparation pays off. Term sheets for early rounds often touch on valuation, liquidation preferences, anti-dilution protection, board seats, information rights and founder vesting. Convertible instruments add their own questions about discounts, caps and conversion triggers. Toh Liew and Gentry helps founders understand what each provision means in practice, which points are market standard, and where there is room to push back, so that decisions are made with full understanding rather than under deadline pressure.
Due diligence itself runs more smoothly when the startup controls the information flow. The firm helps founders assemble an organised data room containing incorporation documents, statutory registers, key customer and supplier contracts, employment contracts, IP assignments, licences and any correspondence about disputes. It also helps prepare a disclosure letter, which qualifies the warranties the company and founders will give in the subscription agreement. Disclosing a known issue properly is almost always better than having an investor discover it later and argue that a warranty was breached.
Completion is not the end of the legal work. Once the shares are allotted, the company must lodge a return of allotment with the Companies Commission of Malaysia within the statutory timeframe, update its register of members, issue share certificates where required and implement any new board composition. Investor rights such as quarterly reporting, budget approval or consent matters then become part of daily governance. Toh Liew and Gentry prepares a simple post-completion checklist so founders know exactly what they have promised and when each obligation falls due. That small document often prevents friction with new investors during the first year after the round.
Key areas where investment round guidance makes a real difference include:
- Corporate housekeeping – updating statutory registers, resolutions and share records before diligence begins
- Intellectual property assignment – transferring code, brands and designs from founders into the company
- Term sheet review – explaining valuation, preferences and control rights in plain language
- Shareholders’ agreement – balancing investor protections with founders’ ability to run the business
- Employee share schemes – setting aside an option pool and documenting it properly
- Completion mechanics – coordinating allotment, payment, SSM filings and updated share certificates
Why Local Expertise Matters
Malaysian startups often raise money from a mix of local angels, regional venture funds and government-linked programmes, each with its own expectations about documentation. Founders looking for a kl law firm that understands both the Companies Act 2016 and the commercial habits of local investors can move faster and negotiate with more confidence.
Investors also ask about risks that founders sometimes overlook, including the personal circumstances of key shareholders. Shares acquired during a marriage can become relevant in matrimonial proceedings under the Law Reform (Marriage and Divorce) Act 1976. A founder who has recently consulted a divorce lawyer kl about a separation should know that transfer restrictions and well-drafted shareholder provisions can help keep the cap table stable. Startups in Mont Kiara, Kuala Lumpur and Petaling Jaya benefit from advisers who raise these questions early and calmly.
A Firm Rooted in the Community
Toh Liew and Gentry is based in Solaris Mont Kiara, a convenient meeting point for founders working out of nearby co-working hubs as well as teams travelling in from Petaling Jaya and central Kuala Lumpur. Parking is manageable and access is straightforward. Beyond startup and corporate advisory work, the firm also handles commercial litigation, debt recovery and property matters, so a funded company can rely on one familiar team as it signs office leases, enforces customer contracts and expands its operations.
Founders frequently return for the next round. Because the firm already knows the company’s history, documents and investor relationships, a seed round becomes a solid foundation for Series A rather than a tangle that has to be unpicked first. Founders also value having advisers who explain each document patiently, so that they can answer investor questions themselves and negotiate future rounds from a position of genuine understanding rather than guesswork.
Protect Your Business From Day One
Business Name: Toh Liew & Gentry – Solaris Mont Kiara
Address: L-3A-09, No. 2, Jalan Solaris, Solaris Mont Kiara, 50480 Kuala Lumpur, Federal Territory of Kuala Lumpur
Phone: 03-6211 7117
Hours: Monday – Friday, 9:00 AM – 6:00 PM
Website: https://tlglegal.com.my/
Email: general@tlglegal.com.my














