The Shareholders Agreement And Share Subscription Agreement is essential when companies seek to issue new shares and establish clear governance frameworks under Singapore law. This document is particularly relevant for investment rounds, corporate restructuring, or when bringing in new strategic investors. It combines the mechanical aspects of share subscription with the governance framework that will apply following the investment. The agreement must comply with Singapore's Companies Act and typically includes provisions for share transfer restrictions, pre-emptive rights, board composition, and reserved matters. It's commonly used in both private and public companies, though terms vary significantly based on the company's size and nature of investment.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and current shareholding 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 timing for share subscription completion
6. Shareholders' Rights and Obligations: Core rights and duties of shareholders
7. Transfer Restrictions: Limitations on share transfers
8. Board Composition: Structure and appointment of board members
9. Reserved Matters: Decisions requiring special approval
10. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution
1. Tag-Along Rights: Right of minority shareholders to join in sale of shares - include when protecting minority shareholders
2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale - include when facilitating potential future sale
3. Anti-Dilution Protection: Protection against value dilution in future rounds - include for investment agreements with multiple anticipated rounds
4. Dividend Policy: Specific rules for dividend distributions - include when shareholders want predetermined dividend arrangements
1. Cap Table: Current and post-investment shareholding structure
2. Subscription Details Schedule: Detailed terms of share subscription including price and number
3. Reserved Matters List: Comprehensive list of matters requiring special approval
4. Warranties: Company and founder warranties
5. Board Resolutions: Required board approvals for share issuance
6. Deed of Adherence: Template for future shareholders to join the agreement
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