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Share Subscription And Shareholders Agreement Template for Singapore

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Share Subscription And Shareholders Agreement

"Need a Share Subscription And Shareholders Agreement for a Series A investment round where a venture capital firm is investing SGD 5 million for 20% equity in our Singapore-based AI software company, with standard minority protections and one board seat."

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What is a Share Subscription And Shareholders Agreement?

The Share Subscription And Shareholders Agreement is a fundamental document used when a company is issuing new shares to investors while simultaneously establishing the relationship between all shareholders. This agreement is particularly relevant in Singapore's dynamic business environment, where it must comply with the Companies Act and related regulations. It typically covers investment terms, share allocation, corporate governance structures, exit mechanisms, and minority shareholder protections. The document is essential for both private equity investments and venture capital transactions, providing a clear framework for the rights and obligations of all parties involved.

What sections should be included in a Share Subscription And Shareholders Agreement?

1. Parties: Identification of the company, existing shareholders, and new subscribers

2. Background: Context of the transaction and current company structure

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of shares being subscribed

5. Completion Mechanics: Process and conditions for completing the subscription

6. Warranties and Representations: Statements of fact and assurances from all parties

7. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

8. Board and Management: Governance structure and decision-making processes

What sections are optional to include in a Share Subscription And Shareholders Agreement?

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake

2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale

3. Anti-Dilution Protection: Protection against value dilution in future rounds

What schedules should be included in a Share Subscription And Shareholders Agreement?

1. Cap Table: Current and post-investment shareholding structure

2. Warranties Schedule: Detailed company and business warranties

3. Board Reserved Matters: List of decisions requiring board approval

4. Shareholder Reserved Matters: List of decisions requiring shareholder approval

5. Share Certificate Form: Template for new share certificates

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): Primary legislation governing corporate matters including share capital requirements, shareholders' rights and obligations, directors' duties, and share issuance and transfer provisions

Securities and Futures Act (Cap. 289): Regulates securities offerings, disclosure requirements, and investor protection provisions in Singapore

Income Tax Act (Cap. 134): Governs tax implications of share issuance and stamp duty considerations for share transactions

SGX Listing Rules: Regulatory framework for listed companies or companies planning to list on the Singapore Exchange

MAS Guidelines: Guidelines issued by Monetary Authority of Singapore on corporate governance and industry-specific requirements

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, relevant for handling shareholder information

Competition Act (Cap. 50B): Regulates merger control and competition matters that may affect share subscription agreements

Employment Act (Cap. 91): Relevant when the shareholders agreement includes provisions for employee share schemes

Singapore Case Law on Shareholders' Rights: Relevant court decisions and precedents on shareholders' rights, minority shareholder protection, and enforcement of shareholder agreements

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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