Shareholders Agreement And Share Subscription Agreement Generator for Singapore

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Key Requirements PROMPT example:

Shareholders Agreement And Share Subscription Agreement

"I need a Shareholders Agreement And Share Subscription Agreement for my Singapore-based technology startup, where three new investors will subscribe for Series A preference shares representing 25% of the company, with standard pre-emptive rights and a detailed list of reserved matters for investor protection."

Document background
The Shareholders Agreement And Share Subscription Agreement is essential when companies seek to issue new shares and establish clear governance frameworks under Singapore law. This document is particularly relevant for investment rounds, corporate restructuring, or when bringing in new strategic investors. It combines the mechanical aspects of share subscription with the governance framework that will apply following the investment. The agreement must comply with Singapore's Companies Act and typically includes provisions for share transfer restrictions, pre-emptive rights, board composition, and reserved matters. It's commonly used in both private and public companies, though terms vary significantly based on the company's size and nature of investment.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of shares being subscribed

5. Completion Mechanics: Process and timing for share subscription completion

6. Shareholders' Rights and Obligations: Core rights and duties of shareholders

7. Transfer Restrictions: Limitations on share transfers

8. Board Composition: Structure and appointment of board members

9. Reserved Matters: Decisions requiring special approval

10. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution

Optional Sections

1. Tag-Along Rights: Right of minority shareholders to join in sale of shares - include when protecting minority shareholders

2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale - include when facilitating potential future sale

3. Anti-Dilution Protection: Protection against value dilution in future rounds - include for investment agreements with multiple anticipated rounds

4. Dividend Policy: Specific rules for dividend distributions - include when shareholders want predetermined dividend arrangements

Suggested Schedules

1. Cap Table: Current and post-investment shareholding structure

2. Subscription Details Schedule: Detailed terms of share subscription including price and number

3. Reserved Matters List: Comprehensive list of matters requiring special approval

4. Warranties: Company and founder warranties

5. Board Resolutions: Required board approvals for share issuance

6. Deed of Adherence: Template for future shareholders to join 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

Companies Act (Cap. 50): Primary legislation governing company formation, management, shareholders' rights, share issuance and transfer, and statutory requirements for shareholders' meetings and resolutions

Securities and Futures Act (Cap. 289): Regulates securities offerings and trading, contains provisions on disclosure requirements, and deals with investor protection

Companies (Amendment) Act 2014: Updated provisions affecting shareholders' rights and electronic transmission of notices/documents

SGX Listing Rules: For listed companies: Contains disclosure requirements and corporate governance requirements

Code of Corporate Governance: Provides best practices for corporate governance and outlines rights of shareholders

Personal Data Protection Act 2012: Sets requirements for handling personal data of shareholders

Share Transfer Restrictions: Legal considerations regarding limitations on how shares can be transferred between parties

Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership by buying a proportionate number of shares of any future issue of common stock

Tag-along/Drag-along Rights: Rights that enable minority shareholders to join in the sale of shares (tag-along) or require minority shareholders to join in the sale (drag-along)

Board Composition: Legal requirements and considerations for structuring the company's board of directors

Reserved Matters: Specific decisions that require special majority or unanimous approval from shareholders

Dividend Policy: Legal framework for determining how profits will be distributed to shareholders

Dispute Resolution: Legal mechanisms for resolving conflicts between shareholders under Singapore law

Exit Mechanisms: Legal provisions for shareholders to exit their investment, including put options, IPO rights, and sale rights

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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