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Subscription And Shareholders Agreement

Subscription And Shareholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"Need a Subscription And Shareholders Agreement for our Singapore-based fintech startup receiving Series A funding of SGD 5 million from two venture capital firms, with protective provisions for the founders to maintain 51% voting rights and board control."

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Document background
The Subscription And Shareholders Agreement is a fundamental document used when new investors are joining a company's shareholding structure in Singapore. It serves dual purposes: facilitating the initial investment through share subscription while also establishing the ongoing relationship between all shareholders. This document is particularly crucial in private equity and venture capital transactions, incorporating Singapore-specific legal requirements and market practices. It typically includes detailed provisions on share issuance, corporate governance, share transfer restrictions, and exit mechanisms, while ensuring compliance with Singapore's Companies Act and related regulations.
Suggested Sections

1. Parties: Identification of the company, subscribers, and existing shareholders

2. Background: Context of the transaction and company status

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Share price, number of shares, payment terms

5. Completion Mechanics: Steps for completing the subscription

6. Warranties and Representations: Standard company and subscriber warranties

7. Shareholders' Rights: Voting rights, dividend rights, information rights

8. Transfer Restrictions: Limitations on share transfers

9. Board Composition: Structure and appointment of directors

Optional Sections

1. Anti-dilution Protection: Protection mechanisms against share value dilution, typically included when investors require protection against future down rounds

2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares when a majority shareholder sells their stake

3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a sale, typically included for exit flexibility

4. ROFR/ROFO Provisions: Right of first refusal/offer on share transfers, included to maintain control over ownership composition

Suggested Schedules

1. Cap Table: Pre and post-subscription shareholding structure

2. Warranties Schedule: Detailed company warranties

3. Board Resolutions: Approving share issuance

4. Deed of Adherence: For new shareholders to join existing agreements

5. Company Constitution: Current constitution of the company

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acquisition
Affiliate
Articles of Association
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Constitution
Control
Director
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Initial Public Offering
Intellectual Property Rights
Investment Amount
Key Employees
Material Adverse Change
New Shares
Ordinary Shares
Parties
Preference Shares
Reserved Matters
ROFR Notice
Sale Shares
Share Capital
Shareholders
Shareholders' Agreement
Subscription Price
Subscription Shares
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Warranties
Clauses
Share Subscription
Consideration
Completion Mechanics
Conditions Precedent
Warranties and Representations
Pre-emption Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition and Management
Reserved Matters
Information Rights
Dividend Policy
Anti-dilution Protection
Exit Provisions
Non-compete
Confidentiality
Intellectual Property
Default
Deadlock Resolution
Share Valuation
Further Funding
Put and Call Options
Corporate Governance
Dispute Resolution
Assignment
Notices
Severability
Entire Agreement
Governing Law
Force Majeure
Costs and Expenses
Amendments
Termination
Industries

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

Securities and Futures Act (Cap. 289): Regulates securities offerings, trading, disclosure requirements, and investor protection measures in Singapore's financial markets

Contract Law (Common Law): Governs the formation and enforcement of contracts, including contractual obligations and remedies under Singapore's common law system

Income Tax Act: Addresses tax implications related to dividend distributions and share transfers in Singapore companies

Competition Act (Cap. 50B): Regulates competition law aspects, including merger control provisions and shareholding structures that may affect market competition

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, including handling of shareholders' personal information

SGX Listing Rules: Applicable for listed companies or those planning to list, setting out requirements for corporate governance and shareholder matters

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore, particularly relevant for companies involved in regulated financial activities

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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