Found cheaper? We match it — see conditions. Incorporation and secretary transfer also carry a 30-day money-back guarantee.
The deal closes. The paperwork underneath it gets read later. By someone who wasn't in the room when it happened.
Bringing in an investor, splitting the business, forming a holding company, buying a co-founder out — the ownership changes on the day. Whether the paper trail under it holds up gets tested months or years after, by someone who wasn't there.
4
steps that have to happen in order — most failures are an ordering failure
What a corporate restructuring actually has to get right
Four steps, each depending on the last
- 01
A structure that's actually current
Entities, ownership, every prior resolution — confirmed as they stand today, not assumed from the last set of accounts.
- 02
A resolution for every step
Board and shareholder approval, in writing, before each change — not agreed on around a table and left there.
checked against the confirmed structure in 01, not assumed to already be in order
- 03
The ownership change itself
Shares transferred, a holding company formed, a unit carved out — the part everyone means when they say 'restructuring'.
only valid once the resolution in 02 authorising it actually exists
- 04
Registers and filings that match it
SSM lodgements and the share register updated the day the change happens, not caught up with weeks later.
recorded from what 03 actually did, not from what was intended
+ skip 02 and go straight to 03, and the transfer is real in practice and unsupported on paper — invisible until somebody checks
+ the people who check are an investor's lawyer at the next round, a buyer's diligence team, or a co-founder in a dispute — never the two of you, at the time
How it actually goes wrong
This is the ordinary version of the problem — not a disaster, just a sequence that was never written down in the order it happened:
Nothing here was dishonest and nobody was careless. The steps simply happened in the business before they happened on paper, and the order is what diligence tests.
The company answers for it, not whoever drafted it
A lawyer drafts the resolution, the transfer, the new constitution. Whether the company can show the ownership it claims to have — to an investor, a bank, a court — stays the company's and its directors' problem, drafted by us or not.
Malaysian company law requires ownership changes, new share issues and constitutional changes to be properly resolved and, for most of them, lodged with SSM within a set period. Which firm drafted the documents does not change who is answerable for the company's official record — that responsibility sits with the company and its directors.
The one question that decides this
Anyone can draft the paperwork for a restructuring. Almost nobody can tell you whether what it assumes is actually true.
What happens when the deal is read later
On this engagement, a corporate lawyer and OCTIS draft and file the same documents. The difference shows up when someone outside the deal reads the file — an investor's counsel, a buyer's team, a dispute:
Why the current structure doesn't need reconstructing
The company-secretarial file — registers, resolutions, share history — already lives in this account
not handed over as a PDF at the start of the engagement
The current structure is read off that record, not rebuilt from what can be found
who holds what, which resolutions were actually passed, when
Each new step is drafted against that confirmed state
the transfer, the new holdco, the resolution — built on what's actually true, not on what's assumed
The record updates the day the step completes
so the next step — or the next lawyer, a year from now — starts from the same confirmed place
A firm engaged only for the restructuring never held the company's records before this project and won't hold them after. It has to ask, and the client has to produce — and 'produce whatever can be found' is exactly how a missing resolution stays missing. Only a firm that already runs the company's registers can start from what's actually on file instead of what can be located.
What a missing step actually costs
There's no partial credit. A resolution that was passed but never written down is, to anyone reading the file later, a resolution that wasn't passed.
One ordinary case: buying out a co-founder
A share transfer is one document. Making it hold up on its own is four:
None of these four is unusual. Skipping one quietly is.
What an engagement that ends at completion cannot carry
What they do well
A corporate firm will document the restructuring itself correctly — the resolutions, the transfers, the new structure. That part is genuinely their craft.
What their shape can't reach
Their file closes at completion. The registers then live wherever you keep them, so the next raise or sale starts by reconstructing what this restructuring did — which is the part that makes diligence painful two years later.
What a restructuring usually bills, and what happens to each line here instead
This is what the same work costs when it's billed as it's found, and what we do instead:
The fee still varies by how many entities and steps are involved — a straight buyout is not a group-wide reorganisation. What doesn't vary is finding out mid-engagement.
Who does the work
Licensed lawyers on our panel
The legal work is undertaken by licensed practitioners we work with. OCTIS runs the intake, the records and the process around it — so nothing has to be assembled and re-explained first.
Pricing
Fixed fee, quoted once the structure is mapped
Not hourly, not a percentage of the deal. Scope depends on how many entities and steps are involved.
What we need from you
The current structure and the target one
Director list, share register, and prior resolutions if you hold them. Gaps get found at this stage, not after.
Not the guarantee
The 30-day money-back guarantee doesn't cover this service
It covers new company incorporation and transferring your company secretary to us. A fixed fee agreed before work starts is what applies here instead.
Not covered
- The 30-day money-back guarantee covers only new company incorporation and transfer of company secretary — not this service.
- SSM's own lodgement and filing fees are charged by SSM directly, separate from the quoted fee.
- If all you need is a single share transfer recorded, with nothing else changing, that's a company secretary job, not a restructuring engagement — it costs a fraction. Start there instead.
- Tax advice on the structure. Our corporate lawyers handle the corporate mechanics and work alongside your tax adviser on the mechanics' tax impact; the tax position itself stays your tax adviser's to sign off.
Is this the same as just getting a share transfer drafted?
No — a standalone share transfer, with nothing else changing, is a company secretary job and costs a fraction of a restructuring engagement. This exists for when the ownership change is one part of something bigger: a new holding company, an investor coming in, a business unit splitting off. If it's just the transfer, start with company secretarial instead.
Why can't you just quote a flat price up front?
Because the work genuinely isn't the same size every time — moving one business unit and reorganising a multi-company group take different amounts of drafting, sequencing and filing. We map the current structure first, quote the actual steps, and that's the fee — fixed, not hourly, not a percentage of the deal.
What if some of the underlying paperwork is already missing or wrong?
It usually surfaces during the structure mapping, not after. We flag what's missing and what it takes to regularise it before drafting the new steps — better to find a gap before you build on it than after.
Do you give legal advice on the deal itself — valuation, tax, negotiating with the investor?
Our corporate lawyers handle the corporate mechanics — resolutions, transfers, the structure itself — and work alongside your tax adviser on the mechanics' tax impact, which stays your adviser's to sign off. Valuation and negotiating terms with an investor or co-founder are yours to drive; we make sure whatever you agree gets documented correctly.
Does the 30-day money-back guarantee apply here?
No — it covers exactly two services, new company incorporation and transferring your company secretary to us. This is a fixed-fee project engagement agreed before work starts, which is the actual guarantee this kind of work gets.
The deal was real the day it happened. Whether it holds up is decided later, by somebody reading the file.
Tell us what you're trying to do — bring in an investor, split the business, buy a co-founder out — and we map the current structure before we quote the steps.