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Basic Shareholder Agreement for Singapore

Basic Shareholder Agreement Template for Singapore

A Shareholders' Agreement under Singapore law is a legally binding contract between the shareholders of a company that outlines their rights, responsibilities, and obligations. It governs how the company is operated, how decisions are made, and establishes protocols for share transfers and dispute resolution. The agreement complements the company's constitution and is tailored to comply with Singapore's Companies Act and related legislation.

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What is a Basic Shareholder Agreement?

A Basic Shareholder Agreement is essential when establishing or formalizing relationships between shareholders in a Singapore company. This document is typically used when multiple shareholders come together to invest in or operate a business, requiring clear guidelines on governance, share transfers, and decision-making processes. The agreement, governed by Singapore law, provides protection for both majority and minority shareholders while ensuring compliance with local regulatory requirements. It's particularly crucial for startups, small-to-medium enterprises, and private companies where shareholders have a direct interest in controlling ownership and management.

What sections should be included in a Basic Shareholder Agreement?

1. Parties: Identification 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 Capital and Shareholders: Details of shareholding structure and classes of shares

5. Management and Decision Making: Board composition, voting rights, reserved matters

6. Share Transfer Restrictions: Rules governing transfer of shares, including right of first refusal

7. Termination: Circumstances and process for terminating the agreement

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

1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stake

2. Drag-Along Rights: Used when majority shareholders need power to force minorities to join in sale

3. Anti-dilution Provisions: Used when protecting against share value dilution in future funding rounds

4. Non-Compete Clauses: Used when shareholders might compete with company business

What schedules should be included in a Basic Shareholder Agreement?

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

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

3. Schedule 3: Share Transfer Procedures: Detailed procedures for implementing share transfers

4. Schedule 4: Deed of Adherence: Template for new shareholders to sign up to 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

Jurisdiction

Singapore

Publisher

Genie AI

Cost

Free to use

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