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Share Distribution Agreement

Share Distribution Agreement Template for Singapore

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Key Requirements PROMPT example:

Share Distribution Agreement

"Need a Share Distribution Agreement for our Singapore-based fintech company to appoint tHRee regional distributors across Southeast Asia, with specific commission structures and compliance requirements for each territory, to be effective from March 2025."

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What is a Share Distribution Agreement?

The Share Distribution Agreement is essential for companies seeking to distribute their shares in Singapore's regulated market. This document is particularly crucial when companies want to establish formal distribution channels while ensuring compliance with Singapore's strict regulatory environment. The agreement covers key aspects such as distribution rights, regulatory compliance, territorial restrictions, and compensation structures, while adhering to requirements set by the Monetary Authority of Singapore (MAS). It's commonly used during share offerings, fund launches, or when establishing new distribution partnerships.

What sections should be included in a Share Distribution Agreement?

1. Parties: Details of the contracting parties including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement including the purpose of the share distribution arrangement and relevant business context

3. Definitions: Defined terms used tHRoughout the agreement including regulatory terms, share-related terminology, and key concepts

4. Share Distribution Terms: Core terms including distribution rights, obligations, restrictions, and operational procedures

5. Regulatory Compliance: Obligations under Singapore law including Companies Act, Securities and Futures Act, and MAS requirements

6. Representations and Warranties: Statements of fact and assurances by parties regarding their capacity, authority, and compliance status

7. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for dispute resolution

What sections are optional to include in a Share Distribution Agreement?

1. Marketing Rights: Terms governing the marketing and promotion of shares, including compliance with securities marketing regulations

2. Territory Restrictions: Geographical limitations on distribution activities and cross-border considerations

3. Commission Structure: Detailed terms regarding compensation, payment terms, and commission calculations

4. Data Protection: Specific provisions regarding handling of personal data under PDPA requirements

What schedules should be included in a Share Distribution Agreement?

1. Schedule 1 - Share Details: Comprehensive details of the shares being distributed including class, rights, and restrictions

2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, commissions, and payment structures

3. Schedule 3 - Compliance Requirements: Specific regulatory compliance procedures and requirements under Singapore law

4. Schedule 4 - Distribution Territory: Detailed mapping of authorized distribution areas and any territorial restrictions

5. Schedule 5 - Required Forms: Template forms for share transfers, regulatory filings, and other required documentation

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

alex.den.21@genieai.co
Relevant legal definitions



































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Industries

Companies Act (Cap. 50): Primary legislation governing company operations, share capital management, and distributions. Covers requirements for share transfers, documentation, and directors' duties.

Securities and Futures Act (Cap. 289): Regulates securities trading, offering and distribution. Includes licensing requirements, disclosure obligations, and marketing restrictions for securities distribution.

Financial Advisers Act (Cap. 110): Sets out requirements for financial advisory services, including licensing obligations and conduct requirements for distributors of financial products.

MAS Guidelines: Regulatory guidelines from the Monetary Authority of Singapore covering distribution of investment products, fair dealing principles, and capital markets licensing requirements.

Income Tax Act (Cap. 134): Covers tax implications related to share distributions and stamp duty considerations for share transfers.

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

Singapore Contract Law: Common law principles governing contract formation, terms and conditions, and remedies for breach of contract.

AML/CTF Requirements: Anti-Money Laundering and Counter-Terrorism Financing requirements applicable to share distributions and transfers.

KYC Obligations: Know Your Client requirements for proper verification and documentation of share recipients and transferees.

SGX Listing Rules: Singapore Exchange listing rules and requirements applicable to listed companies engaging in share distributions.

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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