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Share Mortgage Agreement for Singapore

Share Mortgage Agreement Template for Singapore

A Share Mortgage Agreement under Singapore law is a security document where shares are pledged as collateral for a loan or other obligation. The agreement creates a security interest over shares, allowing the mortgagee to enforce against the shares if the secured obligations are not met. It includes provisions for share transfers, voting rights, dividends, and enforcement mechanisms, complying with Singapore's Companies Act and Securities and Futures Act requirements.

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Share Mortgage Agreement

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What is a Share Mortgage Agreement?

A Share Mortgage Agreement is commonly used in Singapore when shareholders need to provide security over their shares to secure financial obligations. This document establishes the terms under which shares are mortgaged, including the creation of security interests, rights and obligations of parties, enforcement mechanisms, and regulatory compliance requirements. The agreement must comply with Singapore's legal framework, particularly the Companies Act and Securities and Futures Act, and typically requires registration with relevant authorities. It's particularly relevant in corporate financing, investment arrangements, and business restructuring scenarios.

What sections should be included in a Share Mortgage Agreement?

1. Parties: Identification of mortgagor and mortgagee

2. Background: Context of the share mortgage arrangement

3. Definitions: Key terms used throughout the agreement

4. Grant of Security: Core provisions creating the share mortgage

5. Representations and Warranties: Standard declarations about share ownership and authority

6. Covenants: Ongoing obligations of the mortgagor

7. Enforcement: Rights and remedies upon default

8. Governing Law: Jurisdiction and applicable law

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

1. Voting Rights: Used when specific voting arrangements are needed during the mortgage period

2. Dividend Rights: Used when specific dividend arrangements are needed

3. Further Assurance: Used for complex transactions requiring additional security

4. Power of Attorney: Used when mortgagee requires direct control rights

What schedules should be included in a Share Mortgage Agreement?

1. Schedule 1: Share Details: Details of mortgaged shares including share certificates

2. Schedule 2: Form of Notice: Standard form of notice to the company

3. Schedule 3: Powers of Attorney: If applicable, detailed powers granted to mortgagee

4. Schedule 4: Share Transfer Forms: Blank transfer forms for enforcement

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

Jurisdiction

Singapore

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions



































Clauses






























Industries

Companies Act 1967: Primary legislation governing corporate matters including share transfers, registration, and creation of security interests over shares. Includes requirements for registration of charges and mortgages with ACRA.

Securities and Futures Act 2001: Key legislation regulating securities trading and dealing. Critical for share mortgage agreements, especially when dealing with listed securities. Provides framework for securities transactions and regulatory compliance.

Banking Act 1970: Relevant when the mortgagee is a bank or financial institution. Contains specific provisions and requirements for banking institutions involved in security arrangements.

Conveyancing and Law of Property Act 1886: Provides general principles governing mortgages and security interests in Singapore, including fundamental concepts applicable to share mortgages.

Registration of Deeds Act 1988: Sets out requirements for registration of security interests and related documentation in Singapore.

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore concerning securities trading and financial institutions' operations in relation to security arrangements.

Perfection Requirements: Legal requirements for ensuring the security interest is properly created and enforceable against third parties, including registration and notice requirements.

ACRA Registration: Specific requirements for registering charges and mortgages with the Accounting and Corporate Regulatory Authority of Singapore.

Notice Requirements: Legal obligations to notify the company whose shares are being mortgaged and other relevant stakeholders.

Rights Management: Provisions governing voting rights and dividend arrangements during the mortgage period, including how these rights are exercised or restricted.

Enforcement Mechanisms: Legal procedures and remedies available for enforcing the share mortgage in case of default or breach.

Stamp Duty Requirements: Tax obligations and stamp duty requirements applicable to share mortgage agreements in Singapore.

Teams

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