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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement for my Singapore tech startup to issue Series A preferred shares to three venture capital investors, with standard pre-emptive rights and anti-dilution provisions, to be completed by March 2025."

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What is a Shareholder Subscription Agreement?

The Shareholder Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors or existing shareholders in Singapore. It serves as the primary contractual framework for share subscription transactions, ensuring compliance with Singapore's Companies Act and securities regulations. The agreement typically includes detailed provisions about the subscription process, payment terms, representations and warranties, and various shareholder rights. It's particularly important for companies raising capital, whether through private placement, rights issues, or other forms of equity financing.

What sections should be included in a Shareholder Subscription Agreement?

1. Parties: Identifies all parties to the agreement including the company and subscribers

2. Background: Sets out the context and purpose of the subscription agreement

3. Definitions and Interpretation: Defines key terms and interpretation rules used throughout the agreement

4. Subscription of Shares: Details of shares being subscribed, including number, class, and price

5. Completion: Timing and mechanics of the subscription completion

6. Representations and Warranties: Statements of fact and assurances from both company and subscribers

7. Covenants: Ongoing obligations of the parties

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

1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they can be offered to third parties

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stakes

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company

What schedules should be included in a Shareholder Subscription Agreement?

1. Share Capital Structure: Details of existing and post-subscription share capital structure

2. Form of Share Certificate: Template of share certificate to be issued

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

4. Warranties: Detailed list of warranties given by the company

5. Deed of Adherence: Form of deed for subscribers to adhere to existing shareholders' 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
Relevant legal definitions





































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Industries

Companies Act 1967: Primary legislation governing company formation, share issuance, shareholders' rights, requirements for share allotments and transfers, directors' duties and responsibilities, and share capital requirements

Securities and Futures Act 2001: Regulates securities offerings, including disclosure requirements and prospectus requirements (and exemptions)

Contracts Act 1872: Provides the fundamental legal framework for contract formation, execution, and enforcement under Singapore law

Income Tax Act 1947: Covers tax implications of share issuance and stamp duty considerations for share transactions

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data of shareholders and other involved parties

Competition Act 2004: Relevant when subscription agreements involve merger control thresholds or competition considerations

MAS Regulations: Monetary Authority of Singapore regulations applicable to regulated industries and securities offering guidelines

SGX Listing Rules: Relevant for listed companies or companies planning to list, governing corporate actions and disclosures

Code of Corporate Governance: Provides best practice recommendations for corporate governance structures and processes in Singapore

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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