Found cheaper? We match it — see conditions. Incorporation and secretary transfer also carry a 30-day money-back guarantee.
You're not documenting distrust. You're deciding while you still agree.
Two or three founders, a year in, nothing written down yet.
2
founders is where disputes start
What's actually in a shareholders' agreement
Four words, plainly defined
Vesting
Shares that become yours over time
Leave in month three, you don't keep a founder's stake.
Transfer
Who you can sell to
So you don't wake up with a stranger as a partner.
Deadlock
Two owners, stuck
What happens when neither side can move.
Reserved
Decisions above a simple vote
Usually the ones that change the company.
+ Drag-along / tag-along — if the majority sells, the minority follows (drag) or can insist on it (tag)
+ Constitution vs this agreement — the constitution is public and structural; this is private and covers control, exits and disputes in far more detail
What 'we trust each other' actually skips
What it looks like
We trust each other, so we don't need this written down.
What's actually true
Trust was never the thing being documented. Without it, a statute decides who can sell, who can block, and what a leaver keeps — and it wasn't written with your company in mind.
The only question is whether you pick that answer now, together, or find out later, separately.
And a lawyer's signature doesn't decide it for you either
Whoever drafts it, the founders are the ones who have to agree what's fair — that part was never outsourceable.
Malaysian company law — absent a shareholders' agreement, the constitution's default provisions and statutory minority-protection rules decide transfers and disputes instead. True whoever drafts your agreement.
The one question that decides this
Anyone can draft this agreement. Almost nobody can keep it attached to the company.
What a law firm and OCTIS both do
Today, a law firm and OCTIS both draft the same sound agreement. The difference only shows up later, as the company and its ownership change around it:
The mechanism a law firm doesn't have
Now
Shareholders' agreement — the founder foundation
Next
Structure ownership properly — Legal, corporate restructuring
Raising
Investor readiness — Capital & Fundraising
Hiring
Align employees and contributors — HR + Legal, employment contracts
Ongoing
Keep legal aligned with growth — Legal, business lawyer plan
Bespoke
Anything that doesn't fit a template — Legal advisory
The fixed, one-off fee for the Founders-tier shareholders' agreement, the entry tier for two to three founders:
Bespoke legal work is usually billed by the hour, so there's no published market rate to line this fee up against — no anchor, on this tier or any of them. What's fixed is that it doesn't move once agreed.
This isn't a subscription — there's no month to cancel. What carries: new shareholders, new funding rounds and new governance are incorporated through amendments to what you already have, not a rebuild, and the fee was fixed before you signed, not billed by the hour. OCTIS also publishes a 30-day money-back guarantee: which services it covers, and up to what point, are written out on the guarantee page rather than promised here.
What they do well
A law firm will draft a legally sound shareholders' agreement — vesting, transfer restrictions, deadlock, reserved matters, properly done.
What their shape can't reach
The file closes when they invoice you. It doesn't stay attached to the company afterwards — to the cap table, the next hire, the next round — because none of that runs through their office.
Which one matches where you are
Three tiers, each a fixed, one-off fee, each adding provisions the tier before it does not cover:
Founders
RM 2,500RM 799
- Vesting
- Transfer restrictions
- Deadlock provision
Growth
RM 4,000RM 2,500
- Everything in Founders
- Board composition, reserved matters
- Drag-along / tag-along
Investor-Ready
from RM 8,000
- Multiple share classes
- Liquidation preferences, anti-dilution
- Bespoke negotiation
Each tier adds the provisions the last one didn't have. Pick the one that matches your shareholder count today, not the one you might grow into.
Best time to write it
At formation, or before a new shareholder joins
Not after a disagreement starts.
Three moments this usually happens
Formation · 6-24 months in · before an investor, key hire or ESOP
The catch
Investor-Ready is priced from RM 8,000
Complexity depends on parties, share classes and investor terms — amendments aren't priced yet.
Not covered
- Amendment cost once the company changes — not priced yet
- Company incorporation itself — a separate service
- Employment contracts for the people you hire — HR + Legal, separately
Do two founders need a shareholder agreement, or is it only necessary with more owners?
Most founder disputes actually happen at exactly this stage — two or three founders, ownership never documented beyond incorporation — not once there are many shareholders. A shareholders' agreement covering vesting, transfer restrictions and deadlock exists specifically for that early stage, before it's urgent.
Does a shareholder agreement need to be rewritten when a new investor joins or a funding round closes?
No — it's designed to evolve. New shareholders, new funding rounds and new governance structures are added through amendments to the existing agreement, not a full rewrite.
Isn't a company's constitution enough to cover shareholder relationships?
No — a constitution is public and covers only the structural basics. A shareholders' agreement is private and covers control, exits and disputes in far more detail; most founders don't discover the difference until they actually need it.
Why do shareholder agreements get more expensive once a startup takes on investors?
Because multiple share classes, liquidation preferences and anti-dilution provisions are genuinely bespoke negotiation, specific to the terms an investor is asking for — unlike the earlier stages, which follow a more standard structure.
The agreement is not there for the day you disagree. It is there so the disagreement is about the business, and not about who owns it.
Write it down while you still all agree what fair looks like.