Legal Templates
Share Subscription Agreement

Share Subscription Agreement for Singapore

Share Subscription Agreement Template for Singapore

A Share Subscription Agreement under Singapore law is a legally binding document that outlines the terms and conditions under which an investor agrees to subscribe to new shares issued by a company. The agreement complies with Singapore's Companies Act and Securities and Futures Act, detailing the number and class of shares, purchase price, payment terms, and completion mechanics. It includes representations and warranties from both parties and typically contains provisions for shareholder rights and obligations.

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What is a Share Subscription Agreement?

The Share Subscription Agreement is a fundamental document used when a company seeks to raise capital by issuing new shares to investors in Singapore. It serves as the primary contractual framework governing the subscription process, ensuring compliance with Singapore's corporate and securities laws. The agreement is particularly crucial for startups, growing companies, and established businesses seeking additional capital investment. It typically includes detailed provisions about the share issuance, valuation, investor rights, and completion mechanics, while incorporating necessary safeguards for both the issuing company and the subscriber.

What sections should be included in a Share Subscription Agreement?

1. Parties: Identifies the company issuing shares and the subscriber(s)

2. Background: Context of the share subscription and company's current status

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of shares being subscribed

5. Payment Terms: Payment mechanism and timing for the shares

6. Completion: Process and conditions for completing the subscription

7. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority

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

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

1. Pre-emption Rights: Rights of existing shareholders, typically included when required by company constitution or shareholders' agreement

2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares on same terms as majority shareholders

3. Drag-Along Rights: Rights enabling majority shareholders to force minority shareholders to join in a sale of the company

4. Anti-dilution Provisions: Protections against dilution from future share issuances, commonly included for sophisticated investors

What schedules should be included in a Share Subscription Agreement?

1. Share Certificate Template: Form of share certificate to be issued upon completion

2. Shareholding Structure: Pre and post-subscription shareholding details showing ownership percentages

3. Company Constitution: Current constitution of the company showing share rights and restrictions

4. Board Resolution: Resolution approving the share issuance and subscription agreement

5. Disclosure Schedule: Schedule containing exceptions to representations and warranties

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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Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Agreement Contract

Sector

Commercial

Cost

Free to use
Relevant legal definitions
Agreement
Board
Business Day
Company
Company Constitution
Completion
Completion Date
Conditions Precedent
Confidential Information
Directors
Encumbrance
Existing Shareholders
Governmental Authority
Initial Subscriber Shares
Law
Material Adverse Change
New Shares
Ordinary Shares
Party/Parties
Purchase Price
Related Corporation
Relevant Securities
Representatives
Securities and Futures Act
Share Capital
Shareholder
Subscriber
Subscription Price
Subscription Shares
Warranties
SGD
S$
Clauses
Interpretation
Subscription of Shares
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Company Warranties
Subscriber Warranties
Confidentiality
Pre-emption Rights
Anti-dilution
Tag-along Rights
Drag-along Rights
Board Appointment Rights
Information Rights
Share Transfer Restrictions
Further Assurance
Notices
Assignment
Costs and Expenses
Entire Agreement
Variation and Waiver
Severability
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Industries

Companies Act 1967: Primary legislation governing company operations, share capital structure, share issuance and allotment procedures, directors' duties, and share transfer restrictions in Singapore

Securities and Futures Act (SFA): Regulatory framework for securities offerings, including prospectus requirements, exemptions, disclosure obligations, and investor protection measures

Income Tax Act: Legislative framework addressing tax implications of share issuance and stamp duty considerations for share transactions

MAS Guidelines: Regulatory guidelines from the Monetary Authority of Singapore governing regulated financial activities and securities offering compliance

SGX Listing Rules: Rules and requirements for listed companies or companies planning to list, governing compliance with listing requirements and ongoing obligations

Personal Data Protection Act 2012: Legislative framework for the collection, use, and disclosure of personal data, relevant for handling subscriber information

Singapore Contract Law: Common law principles governing contract formation, consideration, and capacity to contract, essential for agreement validity

Competition Law: Regulations governing market competition and substantial shareholding changes that might affect market dynamics

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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