Company Share Agreement for Singapore

Company Share Agreement Template for Singapore

A Company Share Agreement under Singapore law is a legally binding document that governs the transfer of company shares between parties. It sets out the terms and conditions of the share transfer, including the number and class of shares, purchase price, payment terms, and completion mechanics. The agreement incorporates various protections and warranties required under Singapore's Companies Act and related legislation, ensuring compliance with local regulatory requirements and protecting the interests of all parties involved.

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What is a Company Share Agreement?

The Company Share Agreement is a crucial document used when transferring ownership of shares in a Singapore company. It's commonly used in various scenarios including investment rounds, employee share schemes, or exit transactions. The agreement must comply with Singapore's Companies Act and related regulations, including requirements for share transfer procedures, stamp duty payments, and foreign ownership restrictions where applicable. This document typically includes detailed provisions about the shares being transferred, payment mechanisms, warranties, and various shareholder rights and obligations. It's essential for maintaining clear records of ownership changes and ensuring legal compliance in Singapore's corporate environment.

What sections should be included in a Company Share Agreement?

1. Parties: Identification of all parties involved in the share agreement

2. Background: Context and purpose of the share agreement

3. Definitions: Key terms used throughout the agreement

4. Share Details: Description of shares being transferred/issued including class, number, and price

5. Payment Terms: Terms and conditions of payment for shares

6. Completion: Details of when and how the transfer will be completed

7. Warranties and Representations: Standard warranties from both parties

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

What sections are optional to include in a Company Share Agreement?

1. Pre-emptive Rights: Rights of existing shareholders to purchase shares before third parties (used when shareholders want protection against dilution)

2. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake (used to protect minority shareholders)

3. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale (used to facilitate potential future sale of company)

4. Non-Competition Clause: Restrictions on competitive activities (used when selling shares to potential competitors)

What schedules should be included in a Company Share Agreement?

1. Share Certificate: Copy of share certificate(s) being transferred

2. Board Resolution: Resolution approving the share transfer

3. Company Constitution: Current constitution of the company

4. Shareholders' Agreement: Existing shareholders' agreement (if any)

5. Due Diligence Report: If shares transfer involves substantial due diligence

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

Jurisdiction

Singapore

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing company operations, share transfers, and corporate governance in Singapore

Securities and Futures Act (Cap. 289): Regulates securities trading, financial markets, and investor protection requirements

Income Tax Act (Cap. 134): Governs taxation implications of share transfers and corporate restructuring

Stamp Duties Act (Cap. 312): Regulates stamp duty requirements for share transfer instruments

ACRA Compliance: Requirements set by Accounting and Corporate Regulatory Authority for corporate documentation and filings

MAS Regulations: Monetary Authority of Singapore's requirements for certain types of share transactions and corporate structures

Share Transfer Requirements: Legal requirements for transfer instruments, board approvals, and registration procedures under Companies Act

Shareholder Rights Framework: Legal framework covering voting rights, dividend rights, pre-emptive rights, and tag-along/drag-along provisions

Corporate Governance Requirements: Regulations regarding directors' duties, shareholders' meetings, and resolution requirements

Tax Considerations Framework: Framework covering stamp duty, capital gains implications, and tax clearance requirements for share transfers

Foreign Ownership Regulations: Rules governing foreign ownership restrictions and exchange control regulations 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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