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You've agreed on a price. Now someone has to prove what's actually changing hands. Not the story either side told in the room — the paperwork underneath it.
Contracts that transfer, IP that's actually registered to the company, shares held exactly as claimed — checked before signature, not assumed after.
4
things a sale actually has to prove — not one figure for the whole deal
What due diligence actually has to prove before a sale can complete
Four things, checked, not executed in order
CONTRACTS
Every contract that's meant to come with it
Customer contracts, supplier agreements, the lease — many need the other side's consent before they can transfer at all. Signing the sale agreement isn't the same as the contract actually following.
IP
The IP actually registered to the company
The brand, the domain, the software — built for the business, but only the business's to sell if it was ever formally assigned there. Registered to a founder or a freelancer, it doesn't move with the sale.
SHARES
Shares held exactly as claimed
What the seller says they own has to match the actual register — every prior transfer, every resolution, all the way back. A share sale is only as clean as the register behind it.
LIABILITIES
What comes attached, disclosed or not
Debts, guarantees, ongoing disputes — a share sale carries them across by default. An asset sale can leave some behind, but only the ones the agreement actually excludes.
+ none of these show up in a valuation — they show up in due diligence, checked line by line before signature
+ get one wrong and the sale doesn't complete for less money — it doesn't complete on time, or at all
Where the weeks actually go
This is an illustrative example, not one business's real timeline — but it is the ordinary shape of a sale that was agreed and then waited:
None of these is a disagreement about price. Each one is a document somebody could have read before the offer went out — and each one is discovered instead under time pressure, when the buyer is already deciding whether to keep going.
The agreement only moves what it's legally able to move
A sale and purchase agreement can say the buyer gets everything — but a contract with no assignment clause, an unassigned trademark, or shares nobody actually holds don't transfer just because the agreement says they do. Whoever signs still answers for what's actually theirs to give.
Malaysian law generally treats most commercial contracts as personal to the parties who signed them — a contract doesn't transfer automatically just because the business changes hands; it transfers only if it allows assignment, or the other party consents. Share transfers require the correct instrument and generally have to be lodged with the Companies Commission (SSM) to take effect. Which firm drafted the sale agreement doesn't change any of that. The exact statutory basis is being confirmed with legal before this page cites a specific provision.
The one question that decides this
Anyone can draft a sale and purchase agreement. Almost nobody can prove, line by line, that what it lists is actually the seller's to sell.
What the due-diligence check is actually run against
On drafting and running the deal, a deal lawyer and OCTIS do the same job. The difference shows up in what the check is run against:
The actual sequence, and where it usually breaks
This is the real order things happen in on a deal — not the order it gets described in a pitch:
What's being sold gets listed
every contract, IP right and share the deal is meant to include — not just the ones that come to mind first
Each item is checked against the record already on file
the actual contract, the actual registration, the actual share register — read from the same account that's held them, not a copy produced for the deal
Gaps get flagged before the agreement is signed
a missing consent, an unassigned trademark, a share transfer never lodged — found here, not by someone else later
The deal completes with evidence attached
not a warranty that everything's fine — the actual document, filed against the actual item it proves
The clause that decides whether a contract survives the sale
It isn't a matter of degree. Either a contract needs permission to move or it doesn't — and the ones that do are exactly the ones a seller assumes are fine, because nobody's ever tested them until now.
What 'we own the brand' can turn out to mean
This is an illustrative example, not a real client's file — but it's the ordinary shape of the gap a buyer's lawyer finds:
Nobody lied. The founder filed it under his own name once, years before a buyer was ever on the table, and never circled back to move it into the company.
How much crosses over automatically, and how much has to be chosen
The deal structure decides how much gets checked, not whether it does:
Neither structure is automatically the safer one. A share deal moves faster because nothing has to be individually assigned — it also means anything nobody checked comes with it.
Which side of the table you're on
Buying and selling need the same care but pull in different directions — tell us which one you are, and the work gets scoped to that:
Selling
Custom quotescoped after we see what's being sold
- Everything you're claiming to sell — contracts, IP, shares — checked against the actual record before a buyer's lawyer does
- Gaps flagged and fixed while they're still cheap to fix, not discovered mid-diligence
- A sale and purchase agreement that discloses what's true, so a warranty doesn't come back on you after completion
Buying
Custom quotescoped to the target and the deal size
- Legal due diligence on what the seller says you're getting — contracts, liabilities, IP, the share register
- A deal structured as an asset or share purchase, whichever actually limits what comes with it
- Completion managed so signing, conditions and handover happen in the right order
Most people arrive here as one or the other, not both — pick the side you're actually on. Buying one business and selling another is still two separate scopes, priced separately.
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
Quoted after we see what's actually being bought or sold
A single-asset purchase and a multi-entity share acquisition aren't the same job — the fee follows the deal, not a rate card.
Just transferring one asset?
That's the Asset Transfer Agreement — RM 3,000, fixed
A domain, one piece of equipment, a single specific asset changing hands — not a business as a going concern — is priced and sold separately. This engagement is for buying or selling the business itself.
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 fee agreed with you before work starts is what applies here instead.
Not covered
- A completed due-diligence review doesn't replace your own commercial judgement about the deal. We tell you plainly what the paperwork actually shows; whether the price and the terms are worth it once you've seen that stays your call.
- If you're not actually buying or selling — you just want a rough idea what the business might be worth — that's a valuation conversation, not this. We won't scope a curiosity into a paid diligence engagement.
- SSM lodgement fees, stamp duty and other transaction costs are charged directly by the relevant authority, separate from our quoted fee.
- The 30-day money-back guarantee covers only new company incorporation and transfer of company secretary — not this service. A fee agreed with you before work starts is what applies here instead.
What is OCTIS?
does your accounting and bookkeeping, audit and tax. Licensed accountants check the work, and company secretary services are available on the same account.
Is the lowest price guarantee real? How does it work?
Yes. Send us your current bill. We price based on it — 10–30% off, until 31 Dec 2026.
Is the money-back guarantee real? How does it work?
Yes, on every service. Ask in writing within 30 days of paying. Read the Money-Back Guarantee terms
How does OCTIS help me get more done?
One app and one chat instead of a firm for each service. You upload a document once, and you see where every order stands without asking.
How does OCTIS help me cut extra costs?
We automate the whole process, so your company's compliance and the back-and-forth cost less to run. That is why we can charge less and deliver faster. A live company health check in the app also shows where you are spending more than you should, alerts you, and suggests a better option that costs less.
How does OCTIS help me keep risk under control?
Reminders for your company's deadlines, so nothing is missed, and a professional legal team when you need one.
Is everything in OCTIS done by AI?
No. Licensed professionals do the work. AI helps them work faster, and helps you understand and analyse your own company quickly.
The price gets agreed once. What's actually being sold gets proven item by item — or the deal doesn't complete.
Tell us which side of the table you're on. We'll tell you plainly what still needs proving before anyone signs.