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Share Pledge Agreement for Singapore

Share Pledge Agreement Template for Singapore

A Share Pledge Agreement under Singapore law is a security document where shares in a company are pledged as collateral for a loan or other obligation. The agreement creates a security interest over the shares in favor of the pledgee, typically including provisions for enforcement rights, voting rights, dividends, and share transfer mechanisms. It must comply with Singapore's Companies Act, Securities and Futures Act, and related regulations governing share transfers and security interests.

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What is a Share Pledge Agreement?

The Share Pledge Agreement is commonly used in Singapore when shareholders need to provide security over their shares to secure financial obligations. It's particularly relevant in corporate financing, where lenders require security over company shares as collateral. The agreement details the pledge arrangement, including the number and class of shares being pledged, enforcement mechanisms, and the parties' respective rights and obligations. Under Singapore law, such agreements must comply with specific regulatory requirements, including registration with relevant authorities where applicable.

What sections should be included in a Share Pledge Agreement?

1. Parties: Identifies and defines the pledgor, pledgee, and company whose shares are being pledged

2. Background: Sets out the context and purpose of the share pledge

3. Definitions and Interpretation: Defines key terms and interpretation rules

4. Pledge and Security: Core provisions creating the security interest over the shares

5. Representations and Warranties: Pledgor's confirmations regarding ownership and authority

6. Covenants: Ongoing obligations of the pledgor

7. Enforcement: Rights and remedies upon default

8. Duration and Release: Term of the pledge and conditions for release

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

1. Further Assurance: Additional actions required to perfect the security

2. Power of Attorney: Appointment of pledgee as attorney for control over shares

3. Dividends and Voting Rights: Treatment of dividends and voting rights during pledge period

What schedules should be included in a Share Pledge Agreement?

1. Schedule of Pledged Shares: Details of shares being pledged including share certificate numbers

2. Form of Notice to Company: Standard notice informing company of the pledge

3. Form of Acknowledgment: Company's acknowledgment of the pledge

4. Share Transfer Forms: Blank signed transfer forms for enforcement

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

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions






























Clauses






























Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters including share transfers, registration and security interests over shares. Contains key provisions for maintaining share registers and any restrictions on share transfers.

Securities and Futures Act (Cap. 289): Regulates securities and contains provisions regarding creating and perfecting security interests over securities, including disclosure obligations and compliance requirements.

Civil Law Act (Cap. 43): Provides the fundamental contract law principles and requirements for valid contracts under Singapore law.

ACRA Regulations: Regulatory requirements from the Accounting and Corporate Regulatory Authority regarding registration and filing requirements for share pledges.

SGX Listing Rules: Additional requirements applicable when dealing with shares of listed companies, including disclosure obligations and compliance requirements.

Securities and Futures (Disclosure of Interests) Regulations: Specific regulations governing disclosure requirements for security interests over shares, particularly relevant for listed companies.

Stamp Duties Act (Cap. 312): Legislation governing applicable stamp duties on share transfers and related documentary requirements.

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data of individuals involved in the share pledge transaction.

Insolvency, Restructuring and Dissolution Act 2018: Contains provisions affecting security interests in insolvency scenarios and the rights of secured creditors.

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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