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Founder Shareholder Agreement Template for Singapore

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"Need a Founder Shareholder Agreement for a Singapore-based fintech startup with three co-founders, including specific vesting provisions over 4 years and tag-along rights for potential Series A funding in March 2025."

What is a Founder Shareholder Agreement?

The Founder Shareholder Agreement is a crucial document used when establishing a new company or formalizing arrangements between existing founders in Singapore. It sets out fundamental terms governing the relationship between founders, including share ownership, voting rights, management responsibilities, and exit provisions. This agreement is particularly important in Singapore's dynamic business environment, where clear governance structures and protection of founders' interests are essential for sustainable business growth and potential future investment.

What sections should be included in a Founder Shareholder Agreement?

1. Parties: Identification of founding shareholders and the company

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

3. Definitions and Interpretation: Key terms used throughout the agreement

4. Share Capital and Shareholding: Details of share structure, classes, and initial allocation

5. Management and Decision Making: Board composition, voting rights, reserved matters

6. Transfer Restrictions: Limitations on share transfers and right of first refusal

7. Exit Provisions: Drag-along and tag-along rights, IPO provisions

8. Confidentiality: Protection of company and shareholder information

9. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution

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

1. Vesting Provisions: Share vesting schedule and conditions for founders based on continued involvement

2. Non-Compete Clauses: Restrictions on competitive activities by founders after leaving the company

3. Intellectual Property Rights: IP ownership and transfer provisions between founders and company

4. Dividend Policy: Rules and procedures for profit distribution among shareholders

What schedules should be included in a Founder Shareholder Agreement?

1. Schedule 1: Details of Shareholders: List of shareholders with their details and shareholding

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights

3. Schedule 3: Reserved Matters: List of decisions requiring special approval

4. Schedule 4: Business Plan: Initial business plan and objectives

5. Appendix A: Share Transfer Form: Standard form for share transfers

6. Appendix B: Deed of Adherence: Template for new shareholders joining

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
































Clauses































Industries

Companies Act 1967: Primary legislation governing company formation, shares, shareholders' rights, directors' duties, share transfer restrictions, and corporate governance requirements in Singapore

Securities and Futures Act: Regulates securities offerings, disclosure requirements, and investor protection provisions for Singapore companies

Contract Law (Chapter 53): Covers basic contract formation principles, enforceability of agreements, and contractual obligations under Singapore law

Competition Act: Governs non-compete provisions and anti-competitive arrangements in shareholder agreements

Employment Act: Relevant for founder-employees, covering employment terms and service agreement considerations

MAS Guidelines: Monetary Authority of Singapore guidelines for compliance requirements, particularly relevant if the company involves financial services

SGX Listing Rules: Singapore Exchange listing rules and corporate governance requirements, important if future IPO is contemplated

Income Tax Act: Covers tax treatment of shares, dividend distributions, and share transfers 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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