Share Contribution Agreement Template for Singapore

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Key Requirements PROMPT example:

Share Contribution Agreement

"Need a Share Contribution Agreement for our Singapore tech startup where one of our major investors will contribute their shares in a subsidiary company to our main holding company, planned for completion by March 2025, with specific focus on tech industry warranties and IP protection."

What is a Share Contribution Agreement?

The Share Contribution Agreement is commonly used in Singapore when entities wish to contribute shares as part of corporate restructuring, investment arrangements, or group reorganizations. This document is essential for ensuring compliance with Singapore's Companies Act and related regulations while documenting the terms and conditions of the share contribution. The agreement typically includes details about the shares being contributed, conditions precedent, completion mechanics, and various representations and warranties. It's particularly relevant in scenarios involving corporate groups, investment holding structures, or when implementing tax-efficient arrangements under Singapore law.

What sections should be included in a Share Contribution Agreement?

1. Parties: Details of the contributor and recipient entities

2. Background: Context and purpose of the share contribution

3. Definitions: Key terms used throughout the agreement

4. Contribution Details: Specific details of shares being contributed including number, class, and value

5. Conditions Precedent: Prerequisites that must be met before completion

6. Completion Mechanics: Process and timing for completing the contribution

7. Representations and Warranties: Statements of fact and assurances from both parties

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

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

1. Tax Provisions: Specific tax treatment and obligations when tax implications need specific addressing

2. Regulatory Approvals: Requirements for specific regulatory clearances when dealing with regulated industries

3. Anti-dilution Rights: Protection against future share dilution when requested by contributor

What schedules should be included in a Share Contribution Agreement?

1. Share Details Schedule: Detailed description of shares being contributed

2. Completion Checklist: List of actions and documents required for completion

3. Corporate Approvals: Copies of relevant board and shareholder resolutions

4. Share Certificates: Copies of relevant share certificates

5. Valuation Report: If applicable, independent valuation of contributed shares

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

Clauses
Industries

Companies Act (Chapter 50): Primary legislation governing corporate matters including share transfers, issuance, capital requirements, directors' duties, and share registration requirements in Singapore

Securities and Futures Act (Chapter 289): Regulates securities trading, sets disclosure requirements and investor protection provisions for share transactions in Singapore

Income Tax Act: Governs tax implications of share transfers and related stamp duty considerations in Singapore

MAS Guidelines: Regulatory framework by Monetary Authority of Singapore for regulated sectors, including compliance with securities regulations

SGX Listing Rules: Requirements for listed companies including disclosure obligations and corporate governance standards set by Singapore Exchange

Contract Law: Common law principles governing contract formation, consideration, and contractual obligations in Singapore

Stamp Duties Act: Legislation governing stamp duty requirements and valuation considerations for share transfers 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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