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Memorandum Of Understanding Shareholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Memorandum Of Understanding Shareholders Agreement

"I need a Memorandum Of Understanding Shareholders Agreement for a Singapore-based fintech startup with three founding shareholders, where we want to include specific provisions for future funding rounds expected in March 2025 and protect minority shareholder rights."

What is a Memorandum Of Understanding Shareholders Agreement?

The Memorandum of Understanding Shareholders Agreement is commonly used in Singapore when parties wish to establish preliminary terms for their shareholder relationship before committing to a full shareholders agreement. This document is particularly useful during company formation, new investor negotiations, or corporate restructuring phases. It includes essential provisions regarding share ownership, management rights, and decision-making processes while maintaining flexibility for future modifications. Under Singapore law, while not as binding as a full shareholders agreement, it creates a framework for future cooperation and helps parties align their expectations and commitments.

What sections should be included in a Memorandum Of Understanding Shareholders Agreement?

1. Parties: Identification and details of all shareholders and the company

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Shareholding Structure: Details of share allocation and ownership percentages

5. Board Composition: Structure and appointment of board members

6. Voting Rights: Decision-making processes and voting mechanisms

7. Share Transfer Restrictions: Rules governing the transfer of shares

8. Confidentiality: Protection of sensitive information

What sections are optional to include in a Memorandum Of Understanding Shareholders Agreement?

1. Tag-Along Rights: Minority shareholder protection provisions for sale scenarios

2. Drag-Along Rights: Majority shareholder exit provisions for facilitating company sale

3. Anti-Dilution Protection: Protection mechanisms against share value dilution in future capital raising

4. Dividend Policy: Specific arrangements and rules for profit distribution

What schedules should be included in a Memorandum Of Understanding Shareholders Agreement?

1. Share Capital Structure: Detailed breakdown of shareholding and share classes

2. Reserved Matters: List of decisions requiring special majority or unanimous approval

3. Board Procedures: Detailed procedures for board meetings and governance

4. Deed of Adherence: Template document for new shareholders joining the agreement

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

Relevant legal definitions


































Clauses






























Industries

Companies Act (Cap. 50): Primary legislation governing company formation, management, and shareholder rights. Defines statutory requirements for shareholding and corporate governance requirements.

Securities and Futures Act (Cap. 289): Regulates securities trading and financial markets. Important for listed companies or those planning IPO. Contains key provisions about disclosure requirements.

Competition Act (Cap. 50B): Ensures compliance with competition law, preventing anti-competitive provisions in the MOU. Relevant for market share and control considerations.

Contract Law Act (Cap. 53): Fundamental legislation ensuring the MOU meets basic contract formation requirements and governs contractual obligations and enforcement.

Personal Data Protection Act 2012: Governs the handling and protection of shareholder information and ensures data privacy compliance requirements are met.

Income Tax Act: Addresses tax implications of share transfers and dividend distribution considerations in shareholder agreements.

MAS Guidelines: Monetary Authority of Singapore guidelines particularly relevant for companies in financial services, covering ownership and control requirements.

SGX Listing Rules: Singapore Exchange listing rules applicable for listed companies or those planning to list, including corporate governance requirements.

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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