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Basic Shareholder Agreement Template for Singapore

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Key Requirements PROMPT example:

Basic Shareholder Agreement

"I need a Basic Shareholder Agreement for my Singapore tech startup with three founding shareholders, including provisions for tag-along rights and a clear process for future funding rounds expected in March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
































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Industries

Companies Act (Cap. 50): Primary legislation governing company formation, management, shareholder rights, share issuance/transfer, directors' duties, and meeting procedures

Securities and Futures Act (Cap. 289): Regulates securities matters including disclosure requirements and insider trading provisions, particularly relevant for public companies

Contract Law: Common Law principles governing contract formation, validity, contractual obligations and remedies

Competition Act (Cap. 50B): Legislation governing anti-competitive arrangements and merger control provisions

Income Tax Act (Cap. 134): Governs tax implications of share transfers and dividend distributions

SGX Listing Rules: Applicable for listed companies, containing corporate governance requirements and listing obligations

Code of Corporate Governance: Guidelines for best practices in corporate governance, including director and shareholder relationship management

Personal Data Protection Act 2012: Regulations regarding the handling of personal data of shareholders and privacy considerations

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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