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Preliminary Share Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Preliminary Share Purchase Agreement

"Need a Preliminary Share Purchase Agreement for acquisition of a Singapore-based technology startup, with specific provisions for intellectual property due diligence and an exclusivity period until March 2025, purchase price approximately SGD 5 million."

What is a Preliminary Share Purchase Agreement?

The Preliminary Share Purchase Agreement is commonly used in Singapore corporate transactions as an initial binding document between parties contemplating a share sale. It serves as a crucial stepping stone between initial negotiations and the final share purchase agreement, allowing parties to document key commercial terms while maintaining flexibility for due diligence and detailed negotiations. This document typically includes essential terms such as price, timeline, exclusivity periods, and basic warranties, while being governed by Singapore law and regulatory framework. It's particularly useful in complex transactions where detailed due diligence is required or where parties need to secure financing or regulatory approvals.

What sections should be included in a Preliminary Share Purchase Agreement?

1. Parties: Identification of buyer(s) and seller(s) with full legal details

2. Background: Context of the transaction and company information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares and price

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Pre-Completion Obligations: Parties' obligations between signing and completion

7. Completion Mechanics: Process and requirements for closing the transaction

8. Warranties and Representations: Basic warranties about capacity to enter agreement

9. Governing Law and Jurisdiction: Choice of Singapore law and courts

What sections are optional to include in a Preliminary Share Purchase Agreement?

1. Due Diligence: Process for buyer's investigation of company - include when due diligence is not yet complete

2. Break Fee: Compensation if deal doesn't proceed - include for larger transactions or where significant costs involved

3. Exclusivity: Seller's commitment not to negotiate with others - include when buyer requires protection during negotiations

4. Confidentiality: Protection of sensitive information - include if not covered by separate NDA

What schedules should be included in a Preliminary Share Purchase Agreement?

1. Target Company Information: Corporate details, share capital structure

2. Form of Warranties: Detailed warranties to be given in final agreement

3. Conditions Precedent Checklist: List of required approvals and conditions

4. Completion Checklist: Documents and actions required at completion

5. Due Diligence Requirements: Scope and process for due diligence if applicable

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



































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Industries

Companies Act 1967: Primary legislation governing corporate matters including share transfers, share capital requirements, corporate governance, and directors' duties and obligations

Securities and Futures Act 2001: Regulates securities trading, particularly relevant for public companies, including disclosure requirements and trading regulations

Contracts Act 1872: Fundamental contract law principles based on Singapore's common law system, covering offer, acceptance, and consideration

Stamp Duties Act 1929: Governs stamp duty requirements for share transfers, including documentation and filing requirements

Competition Act 2004: Regulates merger control and anti-competitive provisions, particularly relevant for larger transactions

Income Tax Act 1947: Covers tax implications of share transfers and capital gains considerations

Personal Data Protection Act 2012: Regulates the handling of personal data during due diligence and ensures data privacy compliance

Foreign Investment Laws: Various regulations governing foreign ownership restrictions in specific industries and compliance requirements for foreign investments

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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