Partnership Buy Sell Agreement Template for Singapore

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Key Requirements PROMPT example:

Partnership Buy Sell Agreement

"Need a Partnership Buy Sell Agreement for our 5-partner medical practice in Singapore, with specific provisions for retirement and disability, and insurance-funded purchase mechanisms to be implemented by March 2025."

Document background
A Partnership Buy-Sell Agreement becomes essential when partners want to establish clear protocols for ownership transitions in their business. This agreement, regulated under Singapore law, provides certainty about what happens to partnership interests when significant events occur. It typically includes provisions for valuation methods, payment terms, funding mechanisms, and transfer restrictions. The agreement helps prevent potential disputes and ensures business continuity while protecting both departing and remaining partners' interests. It's particularly crucial for professional partnerships and family-owned businesses operating in Singapore.
Suggested Sections

1. Parties: Identification and details of all partners involved in the agreement

2. Background: Context of the partnership and purpose of the buy-sell agreement

3. Definitions: Key terms used throughout the agreement

4. Trigger Events: Events that activate the buy-sell provisions including death, disability, retirement, voluntary withdrawal

5. Valuation Mechanism: Method for determining partnership interest value including calculation formulas and timing

6. Purchase Price and Payment Terms: Structure and timing of payments, including installment provisions if applicable

7. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions

8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction

Optional Sections

1. Insurance Provisions: Details of life insurance funding mechanism, including policy requirements and proceeds distribution

2. Tag-Along Rights: Rights of minority partners to join in sale on same terms as majority partners

3. Drag-Along Rights: Rights of majority partners to force sale participation by minority partners

4. Special Provisions for Professional Partnerships: Specific terms for licensed professionals including licensing requirements and professional standards

Suggested Schedules

1. Schedule A - Current Partnership Interests: List of current partners and their ownership percentages

2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership value

3. Schedule C - Insurance Policies: Details of insurance policies funding the agreement

4. Appendix 1 - Form of Transfer Notice: Template for initiating transfer under the agreement

5. Appendix 2 - Deed of Adherence: Template for new partners joining the agreement

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

Partnership Act (Chapter 391): Primary legislation governing the formation and operation of partnerships in Singapore, defining partners' rights and obligations, and rules for partnership dissolution

Companies Act (Chapter 50): Relevant for Limited Liability Partnerships (LLP), governing corporate structures and business entities in Singapore

Contract Law and Related Acts: Based on common law system, including Misrepresentation Act (Chapter 390) and Unfair Contract Terms Act (Chapter 396), governing contractual relationships and terms

Income Tax Act (Chapter 134): Governs tax implications of partnership transfers, capital gains considerations, and stamp duty requirements

Goods and Services Tax Act (Chapter 117A): Covers GST implications on partnership interest transfers and related transactions

Mental Capacity Act (Chapter 177A): Contains provisions for handling situations involving incapacity of partners

Estate Duty Act: Addresses implications and requirements for deceased partners' interests

MAS Regulations: Monetary Authority of Singapore regulations applicable to partnerships involved in regulated business activities

Competition Act (Chapter 50B): Ensures compliance with competition laws in partnership arrangements and transactions

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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