Unanimous Shareholder Agreement Template for Singapore

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Key Requirements PROMPT example:

Unanimous Shareholder Agreement

"Need a Unanimous Shareholder Agreement for my Singapore-based tech startup with four founding shareholders, including provisions for future investor entry and a detailed exit strategy in case any founder wants to leave by January 2025."

What is a Unanimous Shareholder Agreement?

A Unanimous Shareholder Agreement (USA) is essential for companies in Singapore where all shareholders wish to establish clear rules for their relationship and company governance. This document becomes particularly important when transitioning from startup to established business, bringing in new investors, or setting up family businesses. The USA provides detailed provisions for share transfers, voting rights, management decisions, and dispute resolution, while ensuring compliance with Singapore's Companies Act and related regulations. It serves as a crucial tool for preventing and managing potential conflicts between shareholders while providing clarity on business operations and decision-making processes.

What sections should be included in a Unanimous Shareholder Agreement?

1. Parties: Identification and details of all shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Share Ownership and Capital Structure: Details of shareholding percentages and classes of shares

5. Management and Control: Decision-making processes and voting rights

6. Transfer Restrictions: Rules regarding share transfers and right of first refusal

7. Dispute Resolution: Procedures for resolving conflicts between shareholders

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

1. Tag-Along Rights: Protection for minority shareholders in case of majority sale

2. Drag-Along Rights: Ability to force minority shareholders to join in sale

3. Non-Compete Provisions: Restrictions on competing business activities

4. Dividend Policy: Rules for profit distribution and dividend arrangements

What schedules should be included in a Unanimous Shareholder Agreement?

1. Share Capital Table: Detailed breakdown of shareholding structure

2. Reserved Matters: List of decisions requiring special majority or unanimous consent

3. Company Constitution: Copy of the company's constitution

4. Deed of Adherence: Template for new shareholders joining the agreement

5. Business Plan: Initial business plan and strategy (if applicable)

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 (Cap. 50): Primary legislation governing company operations in Singapore, covering shareholders' rights, company management, governance, statutory requirements for shareholder agreements, and directors' duties and responsibilities

Securities and Futures Act (Cap. 289): Regulates securities trading, share transfers, and disclosure requirements that may affect shareholder agreements and corporate transactions

Contract Law (Application of Law) Act: Provides the foundational legal framework for contract formation, enforcement, and general contractual principles applicable to shareholder agreements

Competition Act (Cap. 50B): Sets restrictions on anti-competitive arrangements that must be considered when drafting provisions in shareholder agreements

Income Tax Act: Addresses tax implications of shareholder arrangements, including treatment of dividends and other distributions among shareholders

SGX Listing Rules: Compliance requirements for listed companies that may affect shareholder agreement provisions and corporate governance matters

MAS Guidelines: Monetary Authority of Singapore guidelines on corporate governance and financial regulatory compliance that must be considered in shareholder agreements

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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