The Articles of Association and Shareholders Agreement is a fundamental document required when establishing a company in Singapore or restructuring existing shareholder relationships. This combined document is particularly useful as it consolidates what would traditionally be two separate documents, streamlining corporate governance and reducing potential conflicts between different governing documents. It must comply with Singapore's Companies Act and is typically used when incorporating a new company or when existing shareholders wish to formalize their relationships and obligations. The document covers essential aspects such as share rights, transfer restrictions, management structure, and decision-making processes.
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Key Requirements PROMPT example:
Articles Of Association And Shareholders Agreement
"I need Articles of Association and Shareholders Agreement for a new Singapore technology startup with three founding shareholders, incorporating specific vesting provisions and tag-along rights, planned for implementation by March 2025."
1. Parties: Details of the company and all shareholders
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the document
4. Share Capital and Shareholders: Details of share classes, rights, and ownership structure
5. Directors and Management: Appointment, removal, and powers of directors
6. Shareholders' Rights and Obligations: Voting rights, meetings, and general obligations
7. Share Transfer Provisions: Rules for transferring shares, including pre-emption rights
8. General Meetings: Procedures for conducting shareholder meetings
1. Tag-Along Rights: Protection for minority shareholders when majority sells - include when minority shareholder protection is required
2. Drag-Along Rights: Majority shareholders' right to force minority to join in sale - include when planning potential future exit
3. Anti-Dilution Provisions: Protection against share value dilution - include when expecting future capital raising
4. Dividend Policy: Specific rules for dividend distribution - include when shareholders want predetermined dividend arrangements
1. Share Capital Structure: Detailed breakdown of share classes and ownership
2. Initial Directors: List of first directors and their details
3. Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Share Transfer Form: Template for share transfers
5. Company Constitution: Full text of the company constitution/articles
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