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Conversion Agreement Template for Singapore

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Key Requirements PROMPT example:

Conversion Agreement

"Need a Conversion Agreement to convert Series A preferred shares held by our venture capital investor into ordinary shares, with the conversion to take place on March 15, 2025, and including anti-dilution protection provisions."

What is a Conversion Agreement?

The Conversion Agreement is commonly used in Singapore when investors, shareholders, or security holders need to convert their existing securities into different forms of equity or debt instruments. This document is crucial for startups converting convertible notes to equity, preferred shareholders converting to ordinary shares, or in corporate restructuring scenarios. The agreement ensures compliance with Singapore's regulatory framework while protecting the interests of all parties involved. It typically includes detailed conversion mechanisms, conditions precedent, and completion requirements, making it an essential tool for corporate transactions and investment rounds.

What sections should be included in a Conversion Agreement?

1. Parties: Identification of all parties involved in the conversion

2. Background: Context and purpose of the conversion agreement

3. Definitions: Key terms used throughout the agreement

4. Conversion Terms: Specific terms and mechanics of the conversion

5. Consideration: Details of any payment or consideration for the conversion

6. Conditions Precedent: Conditions that must be satisfied before conversion

7. Completion: Process and timing for completing the conversion

8. Representations and Warranties: Statements of fact and assurances from each party

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

What sections are optional to include in a Conversion Agreement?

1. Anti-dilution Provisions: Protection against dilution of converted securities, included when converting securities with potential future dilution risks

2. Tag-along Rights: Rights of minority shareholders to join in share sales, included when protecting minority shareholder interests

3. Foreign Investment Provisions: Compliance with foreign ownership restrictions, included when foreign investors are involved

4. Regulatory Compliance: Specific provisions for compliance with MAS or SGX requirements, included when financial institutions or listed companies are involved

What schedules should be included in a Conversion Agreement?

1. Schedule 1 - Share Certificate Forms: Templates for new share certificates post-conversion

2. Schedule 2 - Conversion Calculations: Detailed calculations showing conversion ratios and amounts

3. Schedule 3 - Corporate Approvals: Copies of board and shareholder resolutions

4. Schedule 4 - Existing Securities Details: Details of securities being converted, including terms and conditions

5. Schedule 5 - Completion Checklist: List of documents and actions required for completion of the conversion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Industries

Companies Act (Cap. 50): Key legislation governing corporate matters including share capital structures, conversion of shares, corporate governance requirements, and directors' duties and responsibilities

Securities and Futures Act (Cap. 289): Regulates securities-related matters including disclosure requirements, investment protection provisions, and trading regulations for convertible securities

Contract Law: Encompasses Misrepresentation Act (Cap. 390), common law principles of contract formation, and Electronic Transactions Act for agreement execution

Stamp Duties Act (Cap. 312): Governs stamp duty implications for share transfers and document stamping requirements in conversion transactions

Income Tax Act (Cap. 134): Covers tax implications of conversion, including capital gains considerations and related stamp duty matters

Competition Act (Cap. 50B): Addresses market competition concerns and merger control provisions that may arise from conversion transactions

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data in the context of business transactions

Corporate Regulatory Requirements: Includes MAS regulations for financial institutions and SGX rules for listed companies involved in conversion transactions

Foreign Investment Laws: Covers compliance with foreign ownership restrictions and foreign investment regulations 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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