Assignment Of Shares Agreement Template for Singapore

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Key Requirements PROMPT example:

Assignment Of Shares Agreement

"I need an Assignment Of Shares Agreement under Singapore law for transferring 10,000 ordinary shares in my tech startup to a venture capital investor, with completion scheduled for March 15, 2025, including specific provisions for board appointment rights and information rights."

Document background
An Assignment Of Shares Agreement is a crucial document used when transferring ownership of shares in a Singapore company. This agreement is commonly used in corporate restructuring, investment transactions, or exit arrangements. It must comply with Singapore's Companies Act and includes essential elements such as the number and class of shares being transferred, consideration amount, warranties about share ownership, and completion mechanics. The document typically requires stamp duty payment and proper registration with relevant authorities in Singapore.
Suggested Sections

1. Parties: Details of the assignor and assignee

2. Background: Context of the assignment and details of the shares being transferred

3. Definitions: Key terms used throughout the agreement

4. Assignment: Core terms of the share transfer

5. Consideration: Payment details for the shares

6. Completion: Transfer mechanics and timing

7. Representations and Warranties: Standard assurances from both parties

8. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Tax Indemnity: Used when specific tax arrangements need to be addressed

2. Non-competition: When restraint on assignor is required

3. Confidentiality: When specific confidentiality provisions are needed

4. Further Assurance: When additional actions may be required post-completion

Suggested Schedules

1. Share Details: Schedule detailing the shares being transferred

2. Company Information: Details of the company whose shares are being transferred

3. Form of Transfer: Standard share transfer form

4. Board Resolutions: Required company approvals

5. Completion Checklist: List of actions required at completion

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

Industries

Companies Act (Cap. 50): Primary legislation governing share transfers including Section 126 (Transfer of shares), Section 130A (Electronic transfer), Section 81 (Nature of shares), and Sections 128-129 (Registration of transfers)

Securities and Futures Act (Cap. 289): Regulates securities trading, especially for public listed companies, including disclosure requirements and transfer restrictions

Stamp Duties Act (Cap. 312): Governs stamp duty payments on share transfers (0.2% of purchase price or market value, whichever is higher) under Section 22

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data of parties involved in the transaction

Contract Law: Common law principles governing contract formation including offer, acceptance, consideration, and capacity to contract

Income Tax Act (Cap. 134): Covers tax implications of share transfers and related withholding tax requirements

SGX Rules: Singapore Exchange regulations applicable for listed company share transfers

MAS Regulations: Monetary Authority of Singapore's regulatory requirements for share transfers, particularly in regulated industries

Competition Law: Requirements for large transactions that may impact market competition

Company Constitution: Internal company rules governing share transfers, including any restrictions or pre-emptive rights

Shareholders' Agreement: Existing agreements between shareholders that may affect or restrict share transfers

Foreign Ownership Restrictions: Regulations governing foreign ownership of shares in Singapore companies, if applicable

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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