When doing business with partner, the scariest thing is not losing money. The scariest thing is no written documentation on breakup.

Recently, the big businessman and influencer story, many people are watching the drama.
Who is right, who is wrong, I don’t comment.

But SME bosses should not only watch the show.
Must see the business lesson inside.

Because today, it is an influencer partnership breakup.
Tomorrow, it may be you and your partner breaking up.

Many partnerships start very beautifully.
“You put money, I put effort.”
“You have network, I have market.”
“You have followers, I have resources.”
“We build this big together.”
“We are not normal partners, we are like brothers.”

When boss says “like brothers” this sentence,
I normally keep quiet for three seconds.

Because in the SME world,
many business disputes
do not start from bad people.
they start from trusting too much.

At the beginning, everyone drinks kopi and talks about the future.

Company bank account also not yet opened,
already talking about regional expansion.
First invoice also not yet issued,
shares already given out.

But nobody dares to ask one question:
“If one day we cannot continue, how to split?”

Because scared to hurt feeling.
The problem is, agreement will not hurt feeling.
No agreement is what will hurt until cannot even remain friends.

Before money comes in, everyone is very generous.
Once money comes in, everyone starts to have their own calculation.

One thinks he is the boss.
One thinks he is the partner.
One thinks he is the soul of the brand.
One thinks because he works every day, the company should listen to him.
One thinks 51% shares means everything he says counts.
One thinks 49% shares also should have veto power.

Then the problems come.
Who controls the bank account?
How should company money be spent?
How to calculate director salary?
Can the partner’s girlfriend come in and manage the account?
Can a shareholder who does not work still take money?
If the director messes things up, how to remove him?

Normally these questions are not asked because everyone is still happy.
Once problem starts, every question becomes a lawyer letter.

So for any new venture, whether you are doing livestream, F&B, construction JV, agency, professional firm, AI project, or opening a Sdn Bhd with friends, three documents must be seriously looked at.

First, Shareholders’ Agreement.

This one is not only for big companies.
This is the game rule between shareholders.

Who can make what decision?
What matters need all shareholders to agree?
If 51:49 fight, how to resolve?
If someone wants to exit, how to value the shares?
If someone leaves, is it good leaver or bad leaver?
If someone takes away customers, database, and content, how to handle?
Many bosses say, “I have 51%, what I scared?”

Second, Director’s Service Agreement.

Shareholder is shareholder.
Director is director.
Employee is employee.
Founder is founder.
Influencer is the KOL person.

These are not the same thing.
You give someone shares, does not mean his work scope is clear.
You appoint him as director, does not mean he can approve everything by himself.
You let him run operation, does not mean company asset becomes personal asset.

Director’s Service Agreement must write clearly.

What is he responsible for?
Where is his authority limit?
How much salary?
What KPI?
Under what situation can remove him?
The content, database, and brand he creates, belong to company or belong to him personally?

Especially nowadays, many businesses depend on personal IP, social media, short video, and livestream.

Today, shooting video together is very sweet.
Tomorrow, when breakup happens, only start asking whose page, whose account, whose customer.

Third, Company Constitution.

Many Sdn Bhd, after incorporation, the constitution sleeps inside the file.

Company looks very proper.
SSM record looks very nice.
Shareholding looks very neat.
But internal governance is kosong.

Constitution must be reviewed properly.
Can shares be transferred to outsider freely?
If company issues new shares, do existing shareholders have first right?
If company is sold next time, can majority drag minority to sell together?
Does minority have tag along protection?

Read the full content in our blog
https://www.ktp.com.my/blog/shareholder-dispute/23july2026