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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."
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
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
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
Articles of Association
Board
Business
Business Day
Company
Company Secretary
Completion
Confidential Information
Constitution
Director
Effective Date
Encumbrance
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
Law
Material Adverse Effect
Member
Ordinary Resolution
Parties
Person
Reserved Matters
Share Capital
Shareholder
Shares
Singapore
Special Resolution
SGD
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Transferee
Working Day
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Anti-Dilution
Deadlock Resolution
Events of Default
Termination
Exit Provisions
Put and Call Options
Representations and Warranties
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Amendment Procedures
Entire Agreement
Severability
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