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Incorporation Agreement
"Need an Incorporation Agreement for a new technology startup in Singapore with three founding shareholders, including provisions for employee share options and protection of intellectual property rights, to be effective from March 2025."
1. Parties: Identification of all incorporating parties including full legal names, registration numbers and addresses
2. Background: Context and purpose of incorporation, including the intention to establish the company and key business objectives
3. Definitions: Key terms used throughout the agreement, including statutory and business-specific definitions
4. Company Details: Company name, registered office address, nature of business activities, and corporate structure
5. Share Capital Structure: Initial share capital, classes of shares, rights attached to shares, and initial share allocation
6. Directors and Officers: Appointment procedures, duties, and powers of initial directors and officers
7. Shareholder Rights: Voting rights, dividend rights, transfer restrictions, and pre-emptive rights
8. Management Structure: Corporate governance framework, decision-making processes, and management responsibilities
1. Non-Compete Provisions: Restrictions on competitive activities by shareholders and key personnel
2. Intellectual Property Rights: Provisions for assignment and protection of intellectual property rights
3. Employee Share Schemes: Framework for implementation of employee share ownership programs
4. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company
1. Schedule 1: Share Capital Details: Detailed breakdown of share classes, rights, and initial allocation
2. Schedule 2: Initial Directors: List of initial directors with their biographical and contact details
3. Schedule 3: Company Constitution: Complete company constitution in accordance with Singapore Companies Act
4. Appendix A: Shareholders Agreement: Supplementary agreement governing relationships between shareholders
Authors
Articles of Association
Board
Business Day
Company
Companies Act
Constitution
Director
Effective Date
Encumbrance
Financial Year
Founding Shareholders
Initial Directors
Initial Share Capital
Incorporation Date
Memorandum of Association
Ordinary Resolution
Ordinary Shares
Parties
Registered Office
Registration Number
Related Corporation
Shareholders
Shares
Share Certificate
Singapore
Special Resolution
Subscriber
Subscription Price
Transfer
Company Formation
Share Capital and Structure
Share Allotment and Transfer
Directors and Management
Shareholder Rights and Obligations
Board Meetings
Shareholder Meetings
Dividend Policy
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Reserved Matters
Non-Competition
Confidentiality
Intellectual Property
Financial Matters
Corporate Governance
Termination
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Governing Law
Third Party Rights
Amendment
Counterparts
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