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Shareholder Subscription Agreement Template for Singapore

A Shareholder Subscription Agreement under Singapore law is a legally binding document that outlines the terms and conditions under which new shares in a company are issued to subscribers. The agreement is governed by Singapore's Companies Act and related legislation, incorporating specific requirements for share issuance, disclosure, and corporate governance under Singapore law. It details the subscription price, number of shares, completion mechanics, representations and warranties, and various rights and obligations of the parties involved.

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What is a Shareholder Subscription Agreement?

The Shareholder Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors or existing shareholders in Singapore. It serves as the primary contractual framework for share subscription transactions, ensuring compliance with Singapore's Companies Act and securities regulations. The agreement typically includes detailed provisions about the subscription process, payment terms, representations and warranties, and various shareholder rights. It's particularly important for companies raising capital, whether through private placement, rights issues, or other forms of equity financing.

What sections should be included in a Shareholder Subscription Agreement?

1. Parties: Identifies all parties to the agreement including the company and subscribers

2. Background: Sets out the context and purpose of the subscription agreement

3. Definitions and Interpretation: Defines key terms and interpretation rules used throughout the agreement

4. Subscription of Shares: Details of shares being subscribed, including number, class, and price

5. Completion: Timing and mechanics of the subscription completion

6. Representations and Warranties: Statements of fact and assurances from both company and subscribers

7. Covenants: Ongoing obligations of the parties

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

1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they can be offered to third parties

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stakes

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company

What schedules should be included in a Shareholder Subscription Agreement?

1. Share Capital Structure: Details of existing and post-subscription share capital structure

2. Form of Share Certificate: Template of share certificate to be issued

3. Completion Requirements: List of documents and actions required for completion

4. Warranties: Detailed list of warranties given by the company

5. Deed of Adherence: Form of deed for subscribers to adhere to existing shareholders' 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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