Shareholder Resignation Agreement Template for Singapore

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Key Requirements PROMPT example:

Shareholder Resignation Agreement

"I need a Shareholder Resignation Agreement for a minority shareholder exiting our Singapore tech startup, who holds 15% of shares and also serves as our CTO, with a non-compete clause required for 12 months starting March 2025."

What is a Shareholder Resignation Agreement?

The Shareholder Resignation Agreement is essential when a shareholder wishes to exit their investment in a Singapore company. This document is particularly important as it provides a clear framework for the resignation process, addressing share valuation, transfer mechanisms, and ongoing obligations. It ensures compliance with Singapore corporate law while protecting both the departing shareholder's and the company's interests. The agreement typically includes provisions for share transfer, confidentiality, non-compete clauses if applicable, and mutual releases from future claims.

What sections should be included in a Shareholder Resignation Agreement?

1. Parties: Identification of the resigning shareholder and the company

2. Background: Context of shareholding and reason for resignation

3. Definitions: Key terms used throughout the agreement

4. Resignation Details: Effective date and scope of resignation

5. Share Transfer Terms: Details of share transfer process and consideration

6. Mutual Release: Release of obligations between parties

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

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

1. Non-Compete Clause: Restrictions on competition post-resignation, used when protecting company interests is crucial

2. Outstanding Obligations: Settlement of loans or other obligations, included when there are existing financial obligations to be addressed

3. Confidentiality: Ongoing confidentiality obligations, included when sensitive information has been accessed

4. Transition Arrangements: Handover of responsibilities, included when shareholder held management position

What schedules should be included in a Shareholder Resignation Agreement?

1. Schedule 1 - Share Certificate Details: Details of shares being transferred including certificate numbers and shareholding amounts

2. Schedule 2 - Valuation Report: Independent valuation of shares (if applicable)

3. Schedule 3 - Outstanding Loans Schedule: List of any outstanding loans or obligations between the parties

4. Schedule 4 - Corporate Approvals: Copies of relevant board/shareholder resolutions authorizing the resignation and share transfer

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 (Cap. 50): Primary legislation governing corporate matters including share transfers, shareholding changes, directors' and shareholders' rights and obligations, and share capital regulations

Securities and Futures Act (Cap. 289): Regulates securities trading, particularly relevant if the company is publicly listed, including disclosure requirements and trading restrictions

Income Tax Act: Covers tax implications of share transfers and stamp duty considerations for share transfers and corporate restructuring

Singapore Contract Law: Common law principles governing contract formation, validity, terms and conditions, and consideration requirements

Minority Shareholders' Rights: Protection mechanisms under both common law and Companies Act for safeguarding minority shareholders' interests during corporate actions

Corporate Governance Requirements: Including SGX Listing Rules (if applicable) and Code of Corporate Governance for proper corporate conduct and compliance

Personal Data Protection Act 2012: Regulations governing the collection, use, disclosure and care of personal data in Singapore, relevant for handling personal information in the agreement

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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