LLC Share Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

LLC Share Purchase Agreement

"Need a LLC Share Purchase Agreement under Singapore law for the acquisition of a technology startup, with a purchase price of SGD 5 million to be paid in installments, and including specific warranties about the company's intellectual property and ongoing contracts with key clients."

Document background
The LLC Share Purchase Agreement is a crucial document used when transferring ownership of shares in a Singapore Limited Liability Company. This agreement is essential for both private and commercial transactions, providing a comprehensive framework for share transfers while ensuring compliance with Singapore's Companies Act and related regulations. It includes detailed provisions on purchase price, payment terms, warranties, representations, and completion requirements. The document is particularly important for corporate restructuring, investment transactions, and business exits, offering protection to both buyers and sellers through clearly defined terms and conditions.
Suggested Sections

1. Parties: Identification of buyer, seller, and company details

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 purchase price

5. Completion: Timing and mechanics of closing the transaction

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

7. Governing Law and Jurisdiction: Singapore law provisions and dispute resolution

Optional Sections

1. Pre-completion Conditions: Used when completion is subject to specific conditions such as regulatory approvals or third-party consents

2. Non-compete Provisions: Restrictions on seller's future business activities to protect company's business interests post-sale

3. Employee Matters: Provisions regarding staff retention and benefits when transaction affects employment relationships

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including share certificates

2. Schedule 2 - Company Information: Key corporate information, assets, and liabilities

3. Schedule 3 - Warranties: Detailed warranties and representations by seller

4. Schedule 4 - Completion Requirements: List of documents and actions required at completion

5. Schedule 5 - Disclosed Matters: Information disclosed against 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

Relevant legal definitions
Clauses
Industries

Companies Act 1967: Primary legislation governing company operations, share transfers, and corporate requirements in Singapore (2020 Revised Edition)

Securities and Futures Act 2001: Regulates securities trading, financial market operations, and investor protection requirements

Singapore Contract Law: Common law principles governing contract formation, enforcement, and remedies

Misrepresentation Act 1967: Governs false statements and representations made during contract negotiations

MAS Regulations: Monetary Authority of Singapore regulatory requirements for financial transactions and corporate governance

Competition Act 2004: Regulates merger control and anti-competitive practices in Singapore

Income Tax Act 1947: Tax implications and obligations related to share transfers and corporate restructuring

Stamp Duties Act 1929: Requirements for stamp duty payment on share transfer documents

Goods and Services Tax Act 1993: GST implications for share purchase transactions

Employment Act 1968: Employment-related considerations in corporate transactions affecting employees

Central Provident Fund Act 1953: Requirements relating to employee benefits and CPF obligations during corporate transactions

Personal Data Protection Act 2012: Regulations governing the handling of personal data during due diligence and transaction processes

Transfer Pricing Regulations: Rules governing pricing of transactions between related entities

Anti-Money Laundering Regulations: Requirements for preventing money laundering in corporate transactions

Corporate Governance Code: Guidelines and requirements for corporate governance practices in Singapore

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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