Limited Company Agreement Template for Singapore

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Key Requirements PROMPT example:

Limited Company Agreement

"Need a Limited Company Agreement for my Singapore tech startup with tHRee co-founders, including specific provisions for future funding rounds and a detailed vesting schedule for founder shares to be implemented by March 2025."

What is a Limited Company Agreement?

A Limited Company Agreement is essential when establishing or restructuring a private limited company in Singapore. This document is particularly important when multiple shareholders are involved and specific arrangements regarding company management, share transfers, and decision-making processes need to be formally documented. The agreement must comply with Singapore's Companies Act and typically includes provisions for share ownership, management rights, profit distribution, and exit mechanisms. It serves as a crucial tool for preventing and resolving potential disputes between shareholders while ensuring smooth company operations.

What sections should be included in a Limited Company Agreement?

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 Shareholders: Details of shareholding structure and share classes

5. Management and Administration: Governance structure and decision-making processes

6. Directors and Officers: Appointment, removal, and duties of directors

7. Meetings and Resolutions: Procedures for shareholder and board meetings

8. Transfer of Shares: Rules and restrictions on share transfers

9. Termination: Circumstances and procedures for terminating the agreement

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

1. Tag-Along Rights: Minority shareholder protection provisions allowing them to join in the sale of shares on the same terms as majority shareholders

2. Drag-Along Rights: Majority shareholder rights to force minority shareholders to join in the sale of shares

3. Non-Compete Provisions: Restrictions on competitive activities by shareholders

4. Dividend Policy: Specific rules and procedures for profit distribution

What schedules should be included in a Limited Company Agreement?

1. Share Capital Table: Detailed breakdown of shareholding structure and share classes

2. Reserved Matters: List of decisions requiring special majority or unanimous approval

3. Business Plan: Initial business plan and financial projections

4. Form of Deed of Adherence: Template document for new shareholders joining the company

5. Company Constitution: Copy of the company's constitution aligned with the shareholders 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

Relevant legal definitions
Clauses
Industries

Companies Act 1967 (2020 Revised Edition): Primary legislation governing company formation, structure, and regulation in Singapore. Contains fundamental requirements for company constitution, shareholding, and management structures.

Companies (Model Constitutions) Regulations 2015: Subsidiary legislation providing standard constitution templates for private companies in Singapore, serving as a baseline for company formation.

Securities and Futures Act 2001: Legislation governing securities, trading, and financial markets in Singapore, particularly relevant for share issuance and transfer provisions in company agreements.

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, applicable to handling information of directors, shareholders, and officers.

Business Names Registration Act 2014: Legislation governing the registration and use of business names in Singapore, including provisions for company naming conventions.

Corporate Governance Code: Set of principles and guidelines for best practices in corporate governance for companies registered in Singapore.

ACRA Regulations: Regulatory framework established by the Accounting and Corporate Regulatory Authority, the primary regulator for companies in Singapore.

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore, particularly relevant for companies engaging in financial services.

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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