Small Business Shareholder Agreement Template for Singapore

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Key Requirements PROMPT example:

Small Business Shareholder Agreement

"I need a Small Business Shareholder Agreement for my Singapore-based tech startup with three co-founders, where we want to include specific provisions for future funding rounds and protect minority shareholder rights, to be implemented by March 2025."

Document background
The Small Business Shareholder Agreement is essential for small businesses in Singapore with multiple shareholders to establish clear governance structures and protect all parties' interests. It becomes particularly important when founding members want to formalize their business relationship, plan for future scenarios, and prevent potential disputes. This agreement should be put in place at the company's formation or when new shareholders join, ensuring compliance with Singapore's Companies Act and related regulations. It covers crucial aspects such as share transfer restrictions, voting rights, dividend policies, and exit mechanisms, providing a solid foundation for sustainable business relationships.
Suggested Sections

1. Parties: Identifies all shareholders and the company

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Share Capital and Shareholding: Details current shareholding structure and share classes

5. Management and Decision Making: Outlines board composition and voting rights

6. Transfer of Shares: Details restrictions and procedures for share transfers

7. Dividends and Distributions: Sets out dividend policy and distribution rules

8. Termination: Specifies circumstances and procedures for termination

Optional Sections

1. Tag-Along Rights: Minority shareholder protection when majority sells shares - include when minority shareholder protection is required

2. Drag-Along Rights: Majority shareholder right to force minority to join in sale - include when majority wants exit flexibility

3. Non-Compete Provisions: Restrictions on competitive activities - include when shareholders are actively involved in business

4. Right of First Refusal: Existing shareholders' right to purchase shares before third parties - include to maintain control over ownership

Suggested Schedules

1. Schedule 1: Details of Shareholders: List of all shareholders with their shareholding details

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent

4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement

5. Schedule 5: Valuation Methods: Agreed methods for share valuation

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, and shareholder rights. Regulates share transfers, shareholder obligations, and defines statutory requirements for shareholders' meetings and resolutions.

Securities and Futures Act (Cap. 289): Regulates securities trading and transfers. Relevant when shares may be considered securities under Singapore law.

Income Tax Act: Governs tax implications for shareholding and dividend distributions, including treatment of share transfers.

Competition Act: Addresses shareholding restrictions and market competition considerations in business ownership structures.

Personal Data Protection Act (PDPA): Regulates the handling and protection of shareholders' personal information and data privacy requirements.

MAS Guidelines: Monetary Authority of Singapore guidelines applicable when the business involves regulated activities.

ACRA Requirements: Accounting and Corporate Regulatory Authority requirements for company registration and ongoing compliance.

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