The Share Transfer Agreement Between Shareholders is a crucial document used when existing shareholders in a Singapore company wish to transfer their shares to other shareholders. This agreement is essential for ensuring legal compliance with Singapore's corporate regulations and protecting all parties' interests. It typically includes details about the shares being transferred, purchase price, payment terms, conditions precedent, warranties, and completion mechanics. The document must comply with the Companies Act (Cap. 50) and other relevant Singapore legislation, including stamp duty requirements and any industry-specific regulations.
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1. Parties: Identification and details of the transferor and transferee shareholders
2. Background: Context of the transfer, including company details and existing shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core terms of the transfer including number of shares, price, and payment terms
5. Completion: Timing and mechanics of the transfer completion
6. Representations and Warranties: Standard assurances from both parties
7. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Conditions Precedent: Prerequisites for completion - used when transfer is subject to specific conditions being met
2. Non-Competition: Restrictions on transferor's future activities - used when protecting company interests post-transfer
3. Tag-Along Rights: Rights of other shareholders to join the transfer - used when minority shareholder protection is required
1. Share Details Schedule: Detailed description of shares being transferred
2. Form of Transfer Instrument: Standard share transfer form
3. Existing Shareholders' Agreement: Copy of current shareholders' agreement if relevant
4. Board Resolutions: Approving the transfer
5. Company Constitution: Current constitution showing share transfer provisions
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