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Partnership Shareholder Agreement

Partnership Shareholder Agreement Template for Singapore

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Key Requirements PROMPT example:

Partnership Shareholder Agreement

"Need a Partnership Shareholder Agreement for a tech startup in Singapore with three founding partners, including specific provisions for future funding rounds and a detailed vesting schedule starting March 2025."

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What is a Partnership Shareholder Agreement?

The Partnership Shareholder Agreement is essential when establishing or restructuring a partnership in Singapore where multiple parties hold ownership interests. It serves as the foundational document governing the relationship between partners, addressing critical aspects such as capital contributions, profit sharing, management rights, and transfer restrictions. Under Singapore law, this agreement provides necessary protection for all parties involved while ensuring compliance with local regulations. It's particularly important for businesses seeking to establish clear governance structures, protect minority interests, and provide mechanisms for dispute resolution and business succession.

What sections should be included in a Partnership Shareholder Agreement?

1. Parties: Identification and details of all partnership shareholders

2. Background: Context of the partnership and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Partnership Structure: Details of ownership, capital contributions, and profit sharing arrangements

5. Management Rights and Decision Making: Governance structure, voting rights, and decision-making processes

6. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal

7. Exit Provisions: Procedures for partner withdrawal, retirement, or termination

8. Dispute Resolution: Mechanisms for resolving disputes between shareholders

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. General Provisions: Miscellaneous legal provisions including governing law, notices, and amendments

What sections are optional to include in a Partnership Shareholder Agreement?

1. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients

2. Intellectual Property Rights: Ownership and use of intellectual property within the partnership

3. Tag-Along and Drag-Along Rights: Rights of minority shareholders in case of sale and majority forced sale provisions

4. Death and Disability Provisions: Procedures and arrangements in case of death or permanent disability of a partner

5. Anti-Dilution Protection: Provisions protecting existing shareholders from dilution in future capital raises

What schedules should be included in a Partnership Shareholder Agreement?

1. Schedule 1: Capital Contributions: Detailed breakdown of initial and subsequent capital contributions by each partner

2. Schedule 2: Shareholding Structure: Current shareholding percentages and classes of shares

3. Schedule 3: Business Plan: Initial business plan and strategic objectives of the partnership

4. Schedule 4: Valuation Methodology: Agreed methods for valuing partnership shares for various purposes

5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous consent

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

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alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Articles of Partnership
Board
Business
Business Day
Capital Account
Capital Contribution
Commencement Date
Competing Business
Confidential Information
Default Event
Deed of Adherence
Directors
Effective Date
Encumbrance
Fair Market Value
Financial Year
Intellectual Property Rights
Management Committee
Managing Partner
Material Breach
Partnership Assets
Partnership Interest
Partner
Permitted Transferee
Profit Share
Reserved Matters
ROFR Notice
Share
Shareholder
Shareholders' Meeting
Special Resolution
Tag-Along Rights
Transfer
Trigger Event
Valuation
Voting Rights
Clauses
Interpretation
Partnership Structure
Capital Contributions
Profit and Loss Sharing
Management and Control
Reserved Matters
Transfer of Shares
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Share Valuation
Deadlock Resolution
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property Rights
Decision Making
Board Composition
Meetings and Voting
Financial Matters
Accounting and Records
Bank Accounts
Distribution Policy
Additional Capital
Default Events
Exit Mechanisms
Death or Incapacity
Dispute Resolution
Force Majeure
Amendment Procedures
Term and Termination
Good Leaver/Bad Leaver
Representations and Warranties
Indemnification
Notices
Governing Law
Assignment
Severability
Entire Agreement
Industries

Companies Act (Cap. 50): Primary legislation governing company formation, operation, and regulation in Singapore, including shareholder rights and corporate governance

Partnership Act (Cap. 391): Fundamental law governing general partnerships in Singapore, defining partner rights, obligations, and partnership operations

Limited Partnerships Act: Legislation governing limited partnerships, defining the rights and liabilities of limited and general partners

Limited Liability Partnerships Act: Law governing LLPs, combining elements of partnerships and companies with limited liability protection

Application of English Law Act: Enables application of English common law principles to contract law in Singapore where local laws are silent

Business Registration Act: Legislation governing the registration and regulation of businesses in Singapore

Business Names Registration Act 2014: Law governing the registration and use of business names in Singapore

Securities and Futures Act: Regulates securities, futures, and derivatives markets, including share dealings and financial market activities

Financial Advisers Act: Regulates financial advisory services and related activities in Singapore

Income Tax Act: Primary legislation governing taxation of income, including partnership and shareholder income

Goods and Services Tax Act: Legislation governing GST obligations and compliance for businesses

Competition Act: Promotes competition in markets and prohibits anti-competitive practices that might affect partnerships

Arbitration Act: Governs arbitration proceedings as a dispute resolution mechanism in Singapore

Mediation Act: Provides framework for mediation as an alternative dispute resolution method

Supreme Court of Judicature Act: Establishes jurisdiction and powers of Singapore courts in handling commercial disputes

Personal Data Protection Act 2012: Governs collection, use, and disclosure of personal data in Singapore

Employment Act: Primary legislation governing employment relationships if partnership involves employees

Stamp Duties Act: Governs stamp duties payable on share transfers and other relevant partnership transactions

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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