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Agreement To Sell Shares

Agreement To Sell Shares Template for Singapore

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Key Requirements PROMPT example:

Agreement To Sell Shares

"I need an Agreement To Sell Shares for the sale of 30% of my Singapore tech startup to a venture capital firm, including specific warranties about our intellectual property and an earn-out clause based on 2025 revenue targets."

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Document background
An Agreement To Sell Shares is a crucial document used when transferring ownership of company shares in Singapore. It sets out the terms and conditions of the sale, including the number of shares, purchase price, warranties, and completion mechanics. This agreement is essential for compliance with Singapore's Companies Act 1967 and ensures proper documentation for stamp duty purposes. It provides legal protection for both parties and typically includes due diligence findings, representations about the company's status, and any specific conditions that must be met before completion.
Suggested Sections

1. Parties: Details of the seller(s) and buyer(s)

2. Background: Context of the transaction and company information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and price

5. Completion: Timing and mechanics of the transfer

6. Warranties: Seller's representations about the shares and company

7. Payment Terms: Details of how and when payment will be made

Optional Sections

1. Conditions Precedent: Pre-completion conditions that must be satisfied before the agreement becomes effective

2. Non-Competition: Restrictions on seller's future activities to protect the buyer's business interests post-sale

3. Tax Indemnity: Specific tax-related protections and allocation of tax liabilities

4. Earn-out Provisions: Additional payment terms based on future performance metrics

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being transferred including class, number, and nominal value

2. Schedule 2 - Warranties: Comprehensive list of warranties given by the seller regarding the company and shares

3. Schedule 3 - Company Information: Key details about the company including corporate information, assets, and liabilities

4. Schedule 4 - Completion Obligations: Detailed list of actions and documents required at completion

5. Schedule 5 - Disclosed Matters: List of exceptions and qualifications to the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed Matters
Encumbrance
Group
Long Stop Date
Purchase Price
Sale Shares
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Company
Transaction Documents
Transfer
Warranties
Working Hours
Material Adverse Change
Confidential Information
Board
Director
Losses
Related Corporation
SGX
Shareholders' Agreement
Constitution
Business
Claims
Disclosed Information
Due Diligence Materials
Intellectual Property Rights
Law
Liability
Notice
Party/Parties
Records
Representatives
Tax/Taxation
Clauses
Sale and Purchase of Shares
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Warranties and Representations
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Further Assurance
Costs and Expenses
Notices
Assignment
Entire Agreement
Variation and Waiver
Severance
Third Party Rights
Announcements
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Termination
Survival
Business Protection
Data Protection
Stamp Duty
Counterparts
Industries

Companies Act 1967: Primary legislation governing corporate matters including share transfers, transfer restrictions, registration requirements, and necessary approvals from directors and shareholders

Securities and Futures Act 2001: Regulates securities trading, especially for public listed companies, including disclosure requirements and trading restrictions

Stamp Duties Act 1929: Governs stamp duty obligations on share transfers, with current rate at 0.2% of purchase price or net asset value (whichever is higher)

Income Tax Act 1947: Addresses tax implications of share transfers and capital gains considerations

Competition Act 2004: Covers competition law aspects, including merger control provisions if the transaction size meets certain thresholds

Personal Data Protection Act 2012: Regulates the handling of personal data during due diligence and ensures data privacy compliance

MAS Guidelines: Monetary Authority of Singapore guidelines applicable for regulated sectors, including specific approval requirements

SGX Listing Rules: Singapore Exchange listing rules applicable for listed companies, ensuring compliance with listing requirements and obligations

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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