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Letter Of Investment Agreement for Singapore

Letter Of Investment Agreement Template for Singapore

A Letter of Investment Agreement under Singapore law is a formal document that outlines the terms and conditions of an investment transaction between an investor and a company. It details the investment amount, valuation, shareholding structure, and various rights and obligations of the parties involved. The document is governed by Singapore's legal framework, particularly the Companies Act and Securities and Futures Act, and typically includes provisions for corporate governance, investor protections, and compliance with local regulations.

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What is a Letter Of Investment Agreement?

The Letter of Investment Agreement is a crucial document used when formalizing investment arrangements in Singapore. It serves as a preliminary or definitive agreement outlining the key terms of an investment transaction, including the investment amount, valuation, and key rights of the parties. This document is particularly important in Singapore's dynamic business environment, where it must comply with local corporate and securities laws. The Letter of Investment Agreement typically precedes or accompanies the actual investment transaction and may be used for both equity and debt investments.

What sections should be included in a Letter Of Investment Agreement?

1. Parties: Details of the investor and investee company, including full legal names, registration numbers, and addresses

2. Background: Context of the investment, brief company overview, and purpose of the investment agreement

3. Definitions: Key terms used throughout the agreement including defined terms for Investment Amount, Completion Date, and Securities

4. Investment Terms: Detailed terms including investment amount, valuation, form of investment (equity/debt), and price per share if applicable

5. Conditions Precedent: Conditions that must be met before investment completion, including due diligence, corporate approvals, and regulatory clearances

6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and business condition

7. Completion Mechanics: Process and timing of investment completion, including payment mechanics and documentation requirements

What sections are optional to include in a Letter Of Investment Agreement?

1. Board Representation: Terms regarding investor's rights to board seats and voting arrangements

2. Anti-dilution Rights: Provisions protecting investor against future dilution of shareholding

3. Tag-Along Rights: Rights allowing minority investors to join in the sale of shares on same terms as majority shareholders

4. Information Rights: Investor's rights to receive financial statements, reports, and other company information

What schedules should be included in a Letter Of Investment Agreement?

1. Schedule 1 - Capitalization Table: Current and post-investment shareholding structure of the company

2. Schedule 2 - Conditions Precedent Checklist: Detailed list of conditions to be satisfied before completion of investment

3. Schedule 3 - Form of Share Certificate: Template for share certificates to be issued upon completion

4. Schedule 4 - Disclosure Schedule: Exceptions and qualifications to the representations and warranties

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

Jurisdiction

Singapore

Cost

Free to use

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