Shares Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Shares Subscription Agreement

"I need a Shares Subscription Agreement under Singapore law for my tech startup to issue 100,000 Series A preferred shares to a venture capital investor, with anti-dilution protection and board appointment rights, to be completed by March 2025."

Document background
The Shares Subscription Agreement is a fundamental document used when a company wishes to issue new shares to investors in Singapore. This agreement is crucial for both private and public companies seeking to raise capital through equity financing. The document sets out the complete terms of the share subscription, including the number and type of shares being issued, the subscription price, payment terms, and various conditions that must be met before the subscription can be completed. It ensures compliance with Singapore's Companies Act and other relevant regulations while protecting the interests of both the issuing company and the subscriber. The agreement typically includes important representations and warranties from both parties and may also incorporate additional rights such as board representation or anti-dilution protection.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement: the Company issuing shares and the Subscriber(s)

2. Background: Sets out the context and purpose of the agreement, including details of the company's share capital and the proposed subscription

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Subscription of Shares: Details of shares being subscribed, including number, class, and price per share

5. Payment Terms: Specifies payment method, timing, and bank details for the subscription amount

6. Completion: Sets out the completion mechanics, timing, and deliverables

7. Representations and Warranties: Standard representations and warranties from both the Company and Subscriber

8. Governing Law and Jurisdiction: Specifies Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Conditions Precedent: Conditions that must be satisfied before completion - used when there are specific requirements that must be met before shares can be issued

2. Anti-dilution Rights: Protections against future share issuances - typically included when requested by significant investors

3. Tag-Along Rights: Right to join in sale of shares by other shareholders - included for minority shareholder protection

4. Board Appointment Rights: Rights to appoint directors - typically included for substantial investments

5. Information Rights: Rights to receive company information - typically included for significant minority shareholders

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of the company's share capital before and after the subscription

2. Schedule 2 - Warranties: Detailed list of company warranties

3. Schedule 3 - Completion Deliverables: List of documents and actions required at completion

4. Schedule 4 - Form of Share Certificate: Template of share certificate to be issued

5. Schedule 5 - Deed of Adherence: Form for subscriber to adhere to shareholders' agreement, if applicable

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
Industries

Companies Act 1967: Primary legislation governing company formation, share issuance, shareholders' rights, requirements for share allotments and transfers, share capital structure, and directors' duties related to share issuance

Securities and Futures Act 2001: Regulates securities offerings, prospectus requirements and exemptions, disclosure obligations, and investor protection provisions

Singapore Contract Law: Common law principles governing formation of contracts, consideration requirements, terms and conditions, and contractual obligations and remedies

MAS Guidelines: Monetary Authority of Singapore guidelines covering requirements for private placements and regulatory compliance for share offerings

SGX Listing Rules: Singapore Exchange rules applicable if the company is listed or planning to list

Income Tax Act: Legislation covering tax implications of share subscriptions and stamp duty considerations

Personal Data Protection Act 2012: Regulations governing the handling and protection of personal data of share subscribers

Share Capital Requirements: Specific provisions needed in the agreement regarding share capital details, classes, and rights

Subscription Terms: Essential agreement components covering subscription mechanics, payment provisions, and completion requirements

Representations and Warranties: Legal statements and assurances required from both the company and subscribers

Conditions Precedent: Pre-completion conditions that must be satisfied before share subscription can be completed

Dispute Resolution: Mechanisms for resolving disputes under Singapore law, including jurisdiction and governing law provisions

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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