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Share Issue Agreement Template for Singapore

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Key Requirements PROMPT example:

Share Issue Agreement

"Need a Share Issue Agreement for my Singapore tech startup to issue 100,000 Series A preferred shares to a venture capital investor, with specific anti-dilution protection and board appointment rights for the investor."

What is a Share Issue Agreement?

A Share Issue Agreement is used when a Singapore company wishes to issue new shares to investors or existing shareholders. This document is crucial for both private and public companies seeking to raise capital or bring in new shareholders. The agreement must comply with Singapore's regulatory framework, particularly the Companies Act and Securities and Futures Act. It typically includes details about the share class, rights attached to shares, subscription price, payment terms, and completion mechanics. The Share Issue Agreement also contains representations and warranties from both the issuing company and the subscriber, ensuring legal compliance and protecting both parties' interests.

What sections should be included in a Share Issue Agreement?

1. Parties: Identification of the company and subscriber(s)

2. Background: Context of the share issue and company status

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of shares being issued

5. Payment Terms: Terms and method of payment for shares

6. Completion: Process and timing of share issuance completion

7. Representations and Warranties: Standard company and subscriber warranties

8. Governing Law: Specification of Singapore law as governing law

What sections are optional to include in a Share Issue Agreement?

1. Pre-emptive Rights: Rights of existing shareholders, used when required by constitution or when existing shareholders have pre-emptive rights

2. Restrictive Covenants: Restrictions on subscriber's actions, typically used for strategic investments or when protecting company interests

3. Tag-Along Rights: Rights to join in sale of shares, used for minority shareholder protection

4. Board Appointment Rights: Rights to appoint directors, used for substantial investments or strategic investors

What schedules should be included in a Share Issue Agreement?

1. Share Details Schedule: Detailed description of shares being issued including rights and restrictions

2. Disclosure Schedule: Company disclosures against warranties

3. Completion Requirements: List of documents and actions required at completion

4. Shareholders' Agreement: If new shareholders' agreement is to be executed as part of the subscription

5. Board Resolutions: Copies of relevant board approvals

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: Primary legislation governing corporate matters in Singapore, including share issuance, share capital requirements, shareholders' rights, requirements for share allotment, and ACRA filing obligations

Securities and Futures Act (SFA): Regulates securities offerings, including disclosure requirements, prospectus requirements and relevant exemptions for share issuance

Income Tax Act: Governs tax implications of share issuance and relevant stamp duty considerations

SGX Listing Rules: Additional requirements for listed companies regarding share issuance and regulatory compliance

MAS Guidelines: Monetary Authority of Singapore guidelines that may affect share issuance, particularly for regulated entities

Code of Corporate Governance: Best practices for corporate governance that may impact share issuance procedures and shareholder rights

ACRA Filing Requirements: Specific documentation and filing requirements with the Accounting and Corporate Regulatory Authority for share issuance

Constitutional Documents: Company's constitution or articles of association that may contain specific provisions affecting share issuance

Pre-emptive Rights: Existing shareholders' rights that may affect new share issuance, including right of first refusal

Foreign Ownership Restrictions: Regulations governing foreign ownership of shares in Singapore companies, if applicable

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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