Stock Subscription Agreement for Singapore

Stock Subscription Agreement Template for Singapore

A Stock Subscription Agreement under Singapore law is a legally binding contract between a company and an investor, documenting the terms and conditions under which the investor agrees to purchase newly issued shares in the company. The agreement complies with Singapore's Companies Act and Securities and Futures Act, outlining the number and class of shares, purchase price, payment terms, representations and warranties, and conditions precedent to the subscription.

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What is a Stock Subscription Agreement?

The Stock Subscription Agreement is a fundamental document used when a company issues new shares to investors in Singapore. It serves as the primary instrument for documenting share subscriptions, whether for startup funding rounds, private placements, or strategic investments. The agreement must comply with Singapore's robust regulatory framework, including the Companies Act and MAS guidelines. It typically includes detailed provisions on share pricing, payment mechanisms, conditions precedent, and investor protections, making it essential for both capital raising and corporate governance purposes.

What sections should be included in a Stock Subscription Agreement?

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

2. Background: Context of the share subscription and company information

3. Definitions: Key terms used throughout the agreement

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

5. Payment Terms: Payment schedule and method for the subscribed shares

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Process and obligations at completion of the subscription

8. Representations and Warranties: Statements of fact by both parties

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

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

1. Anti-Dilution Rights: Protection against future dilution of shareholding - Include when requested by major investors

2. Board Appointment Rights: Right to appoint directors - Include for significant shareholders

3. Tag-Along Rights: Right to join in sale of shares - Include for minority shareholder protection

4. Non-Competition: Restrictions on competitive activities - Include when subscriber is strategic investor

What schedules should be included in a Stock Subscription Agreement?

1. Share Details Schedule: Detailed description of shares being issued including class, rights, and nominal value

2. Disclosure Letter: Exceptions to warranties and representations made in the main agreement

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

4. Company Constitution: Current constitution of the company showing authorized share capital and share rights

5. Shareholders' Agreement: Existing or new shareholders' agreement referred to in main 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

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Company Secretary
General Counsel
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What is a Stock Subscription Agreement?

What sections should be included in a Stock Subscription Agreement?

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

What schedules should be included in a Stock Subscription Agreement?

Authors

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