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Subscription And Shareholders Agreement

Subscription And Shareholders Agreement Template for Singapore

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Subscription And Shareholders Agreement

"Need a Subscription And Shareholders Agreement for our Singapore-based fintech startup receiving Series A funding of SGD 5 million from two venture capital firms, with protective provisions for the founders to maintain 51% voting rights and board control."

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What is a Subscription And Shareholders Agreement?

The Subscription And Shareholders Agreement is a fundamental document used when new investors are joining a company's shareholding structure in Singapore. It serves dual purposes: facilitating the initial investment through share subscription while also establishing the ongoing relationship between all shareholders. This document is particularly crucial in private equity and venture capital transactions, incorporating Singapore-specific legal requirements and market practices. It typically includes detailed provisions on share issuance, corporate governance, share transfer restrictions, and exit mechanisms, while ensuring compliance with Singapore's Companies Act and related regulations.

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

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

2. Background: Context of the transaction and company status

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Share price, number of shares, payment terms

5. Completion Mechanics: Steps for completing the subscription

6. Warranties and Representations: Standard company and subscriber warranties

7. Shareholders' Rights: Voting rights, dividend rights, information rights

8. Transfer Restrictions: Limitations on share transfers

9. Board Composition: Structure and appointment of directors

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

1. Anti-dilution Protection: Protection mechanisms against share value dilution, typically included when investors require protection against future down rounds

2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares when a majority shareholder sells their stake

3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a sale, typically included for exit flexibility

4. ROFR/ROFO Provisions: Right of first refusal/offer on share transfers, included to maintain control over ownership composition

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

1. Cap Table: Pre and post-subscription shareholding structure

2. Warranties Schedule: Detailed company warranties

3. Board Resolutions: Approving share issuance

4. Deed of Adherence: For new shareholders to join existing agreements

5. Company Constitution: Current constitution of the company

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
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Industries

Companies Act (Cap. 50): Primary legislation governing company formation, management, shareholders' rights, share issuance/transfer, and statutory requirements for shareholders' meetings and resolutions in Singapore

Securities and Futures Act (Cap. 289): Regulates securities offerings, trading, disclosure requirements, and investor protection measures in Singapore's financial markets

Contract Law (Common Law): Governs the formation and enforcement of contracts, including contractual obligations and remedies under Singapore's common law system

Income Tax Act: Addresses tax implications related to dividend distributions and share transfers in Singapore companies

Competition Act (Cap. 50B): Regulates competition law aspects, including merger control provisions and shareholding structures that may affect market competition

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, including handling of shareholders' personal information

SGX Listing Rules: Applicable for listed companies or those planning to list, setting out requirements for corporate governance and shareholder matters

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore, particularly relevant for companies involved in regulated financial activities

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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