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Share Purchase And Shareholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Share Purchase And Shareholders Agreement

"Need a Share Purchase And Shareholders Agreement for a Series A investment round where three venture capital firms are purchasing 30% of our Singapore-based AI software company, with specific focus on anti-dilution protection and board representation rights."

What is a Share Purchase And Shareholders Agreement?

The Share Purchase And Shareholders Agreement is a fundamental document in Singapore corporate transactions, combining the immediate transfer of shares with long-term governance arrangements. It is typically used in private company acquisitions, investment rounds, or corporate restructuring where new shareholders are entering the company. The agreement addresses both the mechanics of the share transfer and the future relationship between shareholders, including voting rights, board representation, and exit provisions. Under Singapore law, this document must comply with the Companies Act (Cap. 50) and related regulations, while incorporating market-standard protections for all parties involved. It serves as both a transaction document and a constitutional document governing shareholder relationships.

What sections should be included in a Share Purchase And Shareholders Agreement?

1. Parties: Identification of all parties to the agreement including seller(s), purchaser(s), and the company

2. Background: Context of the transaction, company information, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including price, payment terms, and completion mechanics

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

6. Completion: Process and requirements for closing the transaction

7. Warranties and Representations: Assurances given by parties regarding the company and shares

8. Board Composition: Structure and appointment rights for the board of directors

9. Shareholders' Rights and Obligations: Key rights including voting, dividends, and transfer restrictions

10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions

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

1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake - include when protecting minority shareholders

2. Drag-Along Rights: Right of majority shareholders to force minority to join in sale - include when facilitating potential future sale

3. Anti-Dilution Provisions: Protection against share value dilution - include when dealing with potential future share issues

4. Non-Compete Provisions: Restrictions on competitive activities - include when sellers remain active in the industry

What schedules should be included in a Share Purchase And Shareholders Agreement?

1. Share Capital Structure: Details of company's share capital and ownership

2. Warranties: Detailed warranties about the company and business

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

4. Reserved Matters: Decisions requiring special majority or unanimous approval

5. Form of Deed of Adherence: Template 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

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Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters including share transfers, shareholders' rights and obligations, company management and administration, and directors' duties and responsibilities

Securities and Futures Act (Cap. 289): Regulates securities offerings, disclosure requirements, and trading restrictions for shares and other securities

Competition Act (Cap. 50B): Governs merger control provisions and anti-competitive arrangements that may affect share purchase transactions

Contract Law (Common Law): Provides fundamental principles for contract formation, contractual obligations, and remedies for breach based on Singapore common law

Stamp Duties Act (Cap. 312): Stipulates stamp duty requirements for share transfers and document stamping obligations

Income Tax Act (Cap. 134): Covers tax implications of share transfers and corporate tax considerations in share purchase transactions

Personal Data Protection Act 2012: Regulates data privacy requirements and information sharing restrictions in corporate transactions

Singapore Exchange (SGX) Listing Rules: Applicable for listed companies, covering disclosure obligations and compliance requirements for share transactions

MAS Guidelines: Monetary Authority of Singapore guidelines on financial regulatory compliance and 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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