i think it would be probably better if you could give some context to your situation so correct people with relevant scope of experience could give opinion.

type of industry

what sort of scale size of company you referring to. market cap sub 500M 1B etc...

do you intend to be involved directly/indirectly?

do you have people you can talk to in confidence which is familiar on the subject? im presuming no because you are asking in lowyat forum?

all these will have bearing to what people tell you.

lawyers will not necessary be in your interest / able to prevent you from stepping into 'potholes' unless they are familiar with the related industry or familiar with the subject that you are trying to get advice from. or are the people involved a bunch of snakes or reputably upstanding which can make the conversation less stressful

sell the shares

1. Is your primary goal right now to earn money?

If no, then definitely tell them you don't want a hand in any executive function of the business and need to think of exit plan. If yes, continue to ask yourself the following questions.

a. Is the company healthy financially? NTA, dividend payouts, cash flow
b. Does working for the company net you better remuneration prospects than working your current job?
c. Can you handle the stress and the time commitment of handling 2 jobs?
d. Is the company being run well? Does the management seem to know what it is doing? How many employees there? Or is it run by jokers.
e. Is the company and its industry growing or shrinking?
f. Do you have the right set of skills to eventually run the company? If you don't can you identify where the gaps are and how fast can you close these gaps?
g. I don't need to write more, it should give you enough guidance.

This post has been edited by toiletwater: Aug 22 2023, 05:21 PM

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This post has been edited by ghoster: Nov 15 2023, 04:48 PM

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This post has been edited by ghoster: Nov 15 2023, 04:47 PM

like you said, there are alot of gentleman agreements in the past. if you don't own more than 51% of the shares they could :

1. pakat to set you up. ie introduce a bad client (kickbacks) so they have something to hold against you

2. persuade you to take less of the profit (maybe saying they've worked longer and deserve it etc) this can be in monetary form or benefits like company car / house

3. ask your staff to do 3rd party work on company dime, so foc labour for them

4. waste your time with small court cases / requesting to be kept up to date on every little detail

5. bogus "agreements" that nobody knows of before this

Of course everything above is just from imagination, but I think an important question you could ask the other Directors now is what is their plans for the company. If they plan to pass to the next gen, why not involve the kids now so you can start with a fresh team while they can still provide mentorship.

If they plan to exit/sale , why not sell to you now so you're free to do as you best see fit.

It doesn't matter what happened previously. If you've made your decision to stay on the business due to whatever gentleman's agreement, then move on with that decision. When you work in corporate, you need to be prudent in your choices yet decisive.

Its a dog eat dog world out there so every man for himself. You'll need to take things that people tell you with a pinch of salt and find out the truth on your own, otherwise you'd be taken for a ride. You'll need people with the right expertise but one whom you can really trust. In other words, "your own people". Its no stranger to see some Directors and CEOs bringing in his/ her own team onboard a company. But again, think about the consequences and potential reaction of the others before you start doing that.

Some lawyers are bloodsuckers. If you don't think you could trust the lawyer, find one yourself. Check their fee structure and expertise before officially appointing them.

As for Consultant, i'm actually thinking of the ones like McKinsey (just 1 example). If you hire business proprietors - not sure if they're reliable enough. If you hire a professional firm, they're $$$$$ but i would think reliable and good. They also work in teams so you can be assured they don't act on own interest (but the client's), and are accountable for the firm's reputation and their own.

Just my 2 cents worth of opinion.

Yes. Corporate World is worse then snatch thieve.
You don't need lawyer. You need an accountant with sound mind to advise you.

This post has been edited by OlgaC4: Aug 23 2023, 11:34 AM

First question: is this a private limited (Sdn Bhd), public company (Bhd) or public listed company?

Then, I suggest you to attend a course about the roles and responsibilities of a director. For Sdn Bhd, there is no such roles of Non Executive Directors.

A lawyer can tell you what are your risks as a director. For example, if the EPF/Socso/EIS/PCB are not paid in time. Or, the company did not pay the outstanding company tax or service tax. But, most of the time, the lawyer may not be able to share with you the opportunities.

What you need is a mentor. Ask your mother, who were your dad's best friends (preferably not in the same company)? Get them to be your mentor and guide you.

On the other hand, you need to declare your directorship to your current employer. Most of MNC do have restrictions on employees holding positions in another company.

Though there is no specific law prohibits dual employment in Malaysia, there are other risks. For example, if the company you inherited is facing litigation and the plaintiff bring the company and the directors into the court, you may be named. For some companies, it is not acceptable that their employee has been involved in a litigation, particularly those in financial sectors.

I agree with one of the earlier posts that you need to check your terms and conditions of employment on whether you are allowed to engage in outside employment. The issue is not really conflict of interest. The issue is that as an employee, you are expected to devote your time and energy to your current job. If you are planning to be actively involved in the new company, your present employer might be concerned that this will affect your job performance. It's best that you be transparent with your present employer to avoid any problems later on.

This is an example of an employee code of conduct: https://harps.com.my/wp-content/uploads/202...or-employee.pdf

Note that clause 1 specifically deals with 'exclusion of other occupations'. This shows just how important this issue is to employers.

This post has been edited by hafiziza: Aug 26 2023, 12:47 PM

I also advice that you check whether the company has directors and officers liability insurance policy (D&O) for its directors.

D&O protects directors against personal liability that they might incur in respect of claims made against them arising out of the performance of their duties. All reputable companies have D&O for their directors.

This is an example: https://www.chubb.com/my-en/business/direct...-insurance.html

If the company doesn't have a D&O for directors, ask them to get one as soon as possible. If they refuse to get it, I think you should seriously consider resigning from the directorship.

This post has been edited by hafiziza: Aug 26 2023, 12:48 PM

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This post has been edited by ghoster: Nov 15 2023, 04:48 PM

Dont sign anything that you are not clear about. The last thing you want is any company's misconduct, debt, fraud transaction etc tied to you and leads you to bankruptcy or jail.

This post has been edited by kennykck: Sep 9 2023, 11:15 AM

Discuss with your Partners, of how much workload/ or what's the scope of work they expect you to do. Do they have enough Managers and Staffs to support you?
Is this role required 40 to 60 hours a week in order to take care of the business?

Once you guys able to define the Scope and Responsibilities then only talk about the compensation you need.