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Shareholder Indemnification Agreement

Shareholder Indemnification Agreement Template for Singapore

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Key Requirements PROMPT example:

Shareholder Indemnification Agreement

"I need a Shareholder Indemnification Agreement for my Singapore tech startup where three major shareholders will indemnify the company against any historical tax liabilities discovered after March 2025, with specific carve-outs for known tax issues."

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What is a Shareholder Indemnification Agreement?

The Shareholder Indemnification Agreement is commonly used in Singapore when shareholders need to establish clear protection mechanisms for various corporate scenarios. This document is particularly relevant during corporate restructuring, share transfers, or when implementing governance frameworks. It details the scope of indemnification, claim procedures, and limitations under Singapore law. The agreement is essential for risk management and providing certainty in shareholder relationships, especially in cases involving multiple shareholders or complex corporate structures.

What sections should be included in a Shareholder Indemnification Agreement?

1. Parties: Identification of the indemnifying and indemnified parties

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

3. Definitions: Key terms used throughout the agreement

4. Scope of Indemnification: Detailed description of what is covered by the indemnity

5. Indemnification Procedure: Process for making and handling indemnification claims

6. Limitations and Exclusions: Specific circumstances where indemnification doesn't apply

7. Duration: Term of the indemnification obligations

8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction

What sections are optional to include in a Shareholder Indemnification Agreement?

1. Insurance Requirements: Obligations to maintain specific insurance coverage - include when parties want to ensure additional protection through insurance

2. Security for Indemnification: Requirements for collateral or security deposits - include when there's concern about the indemnifying party's ability to pay

3. Third Party Rights: Rights of third parties to claim under the agreement - include when benefits extend to parties not directly involved in the agreement

4. Alternative Dispute Resolution: Mediation or arbitration procedures - include when parties prefer alternative dispute resolution to litigation

What schedules should be included in a Shareholder Indemnification Agreement?

1. Schedule of Covered Claims: Detailed list of specific claims or circumstances covered by the indemnity

2. Schedule of Excluded Claims: Specific exclusions from the indemnification coverage

3. Claims Procedure: Detailed process for making and handling claims

4. Insurance Requirements: Specific insurance policies and coverage levels required

5. Form of Notice: Template for formal notices under 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

alex.den.21@genieai.co
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Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, covering shareholders' rights, directors' duties, corporate governance, and indemnification provisions.

Securities and Futures Act (Cap. 289): Regulates securities trading, disclosure requirements, and market conduct provisions relevant to shareholder agreements.

Singapore Contract Law: Based on English common law with local modifications, covering fundamental contract principles including offer, acceptance, consideration, and intention to create legal relations.

Civil Law Act (Cap. 43): Contains provisions affecting contractual relationships and limitations on contractual terms in Singapore.

Limitation Act (Cap. 163): Establishes time limits for bringing claims and statutory limitation periods for legal actions.

Income Tax Act: Covers tax implications of indemnification payments and related withholding tax considerations.

Permissible Indemnification Scope: Legal principle defining the boundaries and limitations of indemnification provisions under Singapore law.

Willful Misconduct Restrictions: Legal restrictions on indemnifying against willful misconduct or fraudulent actions.

Corporate Transparency Requirements: Disclosure obligations and transparency requirements for corporate agreements and indemnifications.

Fiduciary Duties: Legal obligations and responsibilities of directors and their interaction with indemnification provisions.

Public Policy Considerations: Overarching public policy principles that may affect the enforceability of indemnification provisions.

Corporate Benefit Doctrine: Legal principle requiring corporate actions and agreements to be for the benefit of the company.

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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