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Deed Of Assignment Of Shares Of Stock Template for Singapore

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Key Requirements PROMPT example:

Deed Of Assignment Of Shares Of Stock

"I need a Deed of Assignment of Shares of Stock to transfer 10,000 ordinary shares in my Singapore tech startup to a new investor, with completion planned for March 15, 2025, including standard warranties but no non-compete provisions."

What is a Deed Of Assignment Of Shares Of Stock?

A Deed of Assignment of Shares of Stock is essential when transferring ownership of shares in Singapore companies. This document is commonly used in business acquisitions, corporate restructuring, or family succession planning. It must comply with Singapore's Companies Act 1967 and usually requires stamp duty payment under the Stamp Duties Act. The deed includes details of the shares being transferred, consideration paid, warranties about share ownership, and any conditions attached to the transfer. It serves as conclusive evidence of the transfer and helps ensure legal compliance and proper documentation of the transaction.

What sections should be included in a Deed Of Assignment Of Shares Of Stock?

1. Parties: Details of the assignor and assignee

2. Background: Context of the share transfer and company details

3. Definitions: Key terms used in the deed

4. Assignment: Core terms of the share transfer

5. Consideration: Details of payment or other consideration for the shares

6. Warranties: Basic warranties regarding ownership and right to transfer

7. Execution: Formal execution blocks for parties

What sections are optional to include in a Deed Of Assignment Of Shares Of Stock?

1. Pre-completion Obligations: Used when there are conditions precedent to completion - applicable for complex transactions with pre-completion requirements

2. Tax Indemnities: Specific tax-related protections - applicable for high-value transactions or where tax exposure exists

3. Non-competition Covenants: Restrictions on assignor's future activities - applicable when assignor is a key person in the business

What schedules should be included in a Deed Of Assignment Of Shares Of Stock?

1. Share Certificate Details: Copy or details of relevant share certificates

2. Company Information: Key details about the company whose shares are being transferred

3. Board Resolution: Copy of board approval for the transfer, if required

4. Waiver of Pre-emption Rights: If applicable, documentation showing other shareholders' waiver of pre-emption rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Companies Act 1967 - Share Transfer Provisions: Sections 130A-130AD governing transfer of shares, Section 126 on nature of shares, and Section 215 on power to acquire shares of dissenting shareholders. These provisions set out the fundamental rules for share transfers in Singapore.

Securities and Futures Act 2001: Regulatory framework for securities transfers, particularly relevant for listed companies. Includes requirements for transfer of securities and associated disclosure obligations.

Stamp Duties Act 1929: Section 22 specifies duty requirements for share transfers. Documents must be stamped within 14 days, with current stamp duty rate at 0.2% of purchase price or market value of shares.

Contracts Act 1999: General contract law principles based on Common Law, governing the formation and execution of the deed of assignment.

Company Constitution Compliance: Requirements to check and comply with the company's Constitution/Articles of Association regarding share transfer restrictions and procedures.

Pre-emptive Rights: Consideration of existing shareholders' pre-emptive rights before executing share transfers.

Board Approval Requirements: Verification of any board approval requirements for share transfers as per company constitution or shareholders' agreement.

Deed Execution Requirements: Specific requirements under Singapore law for proper execution of deeds, including witnessing and sealing requirements.

Industry-Specific Regulations: Additional compliance requirements for share transfers in regulated industries (e.g., banking, insurance, telecommunications).

Foreign Ownership Restrictions: Verification of any applicable foreign ownership restrictions or requirements for the specific industry or company type.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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