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Share Acquisition Agreement for Singapore

Share Acquisition Agreement Template for Singapore

A Share Acquisition Agreement under Singapore law is a legally binding contract that documents the sale and purchase of shares in a company. It sets out the terms and conditions of the transaction, including purchase price, warranties, representations, and completion mechanics. The agreement must comply with Singapore's Companies Act and related legislation, including stamp duty requirements and, where applicable, regulatory approvals under the Securities and Futures Act.

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What is a Share Acquisition Agreement?

The Share Acquisition Agreement is a fundamental document used in corporate transactions involving the transfer of company ownership through share sales in Singapore. It provides a comprehensive framework for both private and public company share transfers, detailing crucial elements such as purchase price mechanisms, seller warranties, completion conditions, and post-completion obligations. The agreement must be structured to comply with Singapore's robust regulatory framework, including the Companies Act, Securities and Futures Act, and where applicable, SGX listing rules. This document is particularly important for ensuring clear rights and obligations of all parties while managing transaction risks and regulatory compliance.

What sections should be included in a Share Acquisition Agreement?

1. Parties: Identification of buyer, seller and target company

2. Background: Context of the transaction and current ownership structure

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Completion: Timing and mechanics of closing the transaction

6. Warranties and Representations: Seller's assurances about the company and shares

7. Covenants: Ongoing obligations of the parties

8. Governing Law and Jurisdiction: Choice of law and dispute resolution

What sections are optional to include in a Share Acquisition Agreement?

1. Conditions Precedent: Pre-completion requirements, used when regulatory approvals needed

2. Non-Competition: Restrictions on seller's future activities, used when protecting business value

3. Tax Indemnity: Specific tax-related protections, used for complex tax situations

4. Earn-out Provisions: Performance-based additional payments, used when price depends on future performance

What schedules should be included in a Share Acquisition Agreement?

1. Share Details: Details of shares being transferred including share certificates

2. Warranties: Detailed warranties about the company and business

3. Completion Obligations: List of documents and actions required at completion

4. Company Information: Key details about the target company

5. Properties: Details of company's real estate assets

6. Material Contracts: List of important business contracts

7. Intellectual Property: Details of IP owned or licensed by the company

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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