Stakeholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Stakeholders Agreement

"Need a Stakeholders Agreement for a Singapore tech startup with three founding members and two venture capital investors, including tag-along rights and specific provisions for future funding rounds planned in March 2025."

What is a Stakeholders Agreement?

The Stakeholders Agreement serves as a fundamental document in Singapore corporate governance, particularly vital when multiple parties hold ownership interests in a company. This agreement becomes especially important in scenarios involving venture capital investments, family businesses, or companies with complex ownership structures. Under Singapore law, the Stakeholders Agreement supplements the company's constitution and provides detailed mechanisms for share transfers, voting rights, and management decisions. It typically includes provisions for dispute resolution, exit mechanisms, and protection of minority interests, all aligned with Singapore's robust corporate legal framework.

What sections should be included in a Stakeholders Agreement?

1. Parties: Identification and details of all stakeholders entering into the agreement

2. Background: Context and purpose of the stakeholder agreement

3. Definitions: Key terms used throughout the agreement

4. Shareholding Structure: Details of share ownership and classes

5. Management and Control: Governance structure and decision-making processes

6. Transfer of Shares: Rules and restrictions regarding share transfers

7. Reserved Matters: Decisions requiring special majority or unanimous consent

What sections are optional to include in a Stakeholders Agreement?

1. Tag-Along Rights: Protection for minority shareholders when majority sells - include when protecting minority shareholders' interests

2. Drag-Along Rights: Majority shareholders' right to force minority to join in sale - include when facilitating potential future sale

3. Anti-Dilution Provisions: Protection against share value dilution - include when future capital raising is anticipated

4. Non-Compete Clauses: Restrictions on competitive activities - include when stakeholders might compete with company

What schedules should be included in a Stakeholders Agreement?

1. Schedule 1: Shareholder Details: Complete list of shareholders and their holdings

2. Schedule 2: Reserved Matters List: Detailed list of matters requiring special approval

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

4. Appendix A: Share Certificate Template: Standard form of share certificates

5. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement

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, shareholders' rights, company structure and management, and statutory requirements for shareholding in Singapore

Securities and Futures Act (Cap. 289): Regulates securities trading, investments, disclosure requirements and investor protection measures in Singapore

Contract Law and Contract Law (Amendment) Act: Based on Common Law principles, governs contractual relationships and includes provisions for electronic transactions through the Electronic Transactions Act

SGX Listing Rules: Regulatory framework for listed companies, including corporate governance requirements and compliance standards

Code of Corporate Governance: Sets out best practices for corporate governance, including board composition and stakeholder rights in Singapore

Competition Act (Cap. 50B): Governs anti-competitive practices and merger control regulations to ensure fair market practices

Personal Data Protection Act (PDPA): Regulates the collection, use, disclosure and care of personal data, including stakeholder information

Income Tax Act: Outlines tax implications for stakeholders and rules regarding dividend distribution 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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