Stock Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Stock Subscription Agreement

"Need a Stock Subscription Agreement for our Singapore tech startup to issue 100,000 Series A preferred shares to a venture capital investor, including standard anti-dilution and board appointment rights, targeting completion by March 2025."

Document background
The Stock Subscription Agreement is a fundamental document used when a company issues new shares to investors in Singapore. It serves as the primary instrument for documenting share subscriptions, whether for startup funding rounds, private placements, or strategic investments. The agreement must comply with Singapore's robust regulatory framework, including the Companies Act and MAS guidelines. It typically includes detailed provisions on share pricing, payment mechanisms, conditions precedent, and investor protections, making it essential for both capital raising and corporate governance purposes.
Suggested Sections

1. Parties: Identifies the company issuing shares and the subscriber(s)

2. Background: Context of the share subscription and company information

3. Definitions: Key terms used throughout the agreement

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

5. Payment Terms: Payment schedule and method for the subscribed shares

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Process and obligations at completion of the subscription

8. Representations and Warranties: Statements of fact by both parties

9. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Anti-Dilution Rights: Protection against future dilution of shareholding - Include when requested by major investors

2. Board Appointment Rights: Right to appoint directors - Include for significant shareholders

3. Tag-Along Rights: Right to join in sale of shares - Include for minority shareholder protection

4. Non-Competition: Restrictions on competitive activities - Include when subscriber is strategic investor

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being issued including class, rights, and nominal value

2. Disclosure Letter: Exceptions to warranties and representations made in the main agreement

3. Form of Share Certificate: Template of share certificate to be issued upon completion

4. Company Constitution: Current constitution of the company showing authorized share capital and share rights

5. Shareholders' Agreement: Existing or new shareholders' agreement referred to in main 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

Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing company operations, including share capital requirements, share issuance procedures, directors' duties and obligations, and shareholder rights and restrictions

Securities and Futures Act (Cap. 289): Regulates securities offerings, including disclosure obligations, prospectus requirements and exemptions, and restrictions on share offerings

MAS Guidelines: Monetary Authority of Singapore guidelines covering regulatory requirements for securities offerings and compliance requirements

Contract Law Act (Cap. 53): Governs basic contract formation principles, contractual obligations and remedies applicable to the agreement

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

Income Tax Act: Covers tax implications of share issuance and stamp duty considerations

Personal Data Protection Act 2012: Regulates the handling and protection of subscriber's personal information

KYC Requirements: Know Your Customer requirements for proper verification of subscribers' identities

AML Regulations: Anti-Money Laundering regulations to prevent illegal financial activities

Foreign Investment Restrictions: Regulations governing foreign ownership and investment in Singapore companies, if applicable

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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