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Buy Sell Agreement for Singapore

Buy Sell Agreement Template for Singapore

A Buy Sell Agreement under Singapore law is a legally binding contract that establishes the terms and conditions for the sale and purchase of assets, goods, or businesses. This document, governed by Singapore's Sale of Goods Act and Contract Law, outlines the rights and obligations of both parties, including payment terms, delivery conditions, warranties, and dispute resolution mechanisms. It provides legal protection for both buyer and seller while ensuring compliance with Singapore's regulatory framework.

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What is a Buy Sell Agreement?

The Buy Sell Agreement is a crucial document used when transferring ownership of assets, goods, or businesses in Singapore. It serves as a comprehensive framework detailing all aspects of the transaction, from initial due diligence to final transfer of ownership. This agreement is particularly important in Singapore's highly regulated business environment, where clear documentation and compliance with local laws are essential. The document typically includes detailed provisions on purchase price, payment terms, warranties, indemnities, and conditions precedent, all structured to comply with Singapore's legal requirements.

What sections should be included in a Buy Sell Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including relevant legislative references

4. Sale and Purchase: Core terms of the transaction including subject matter and price

5. Payment Terms: Payment schedule, method, and conditions

6. Delivery: Terms regarding delivery, timing, and logistics

7. Warranties: Representations and warranties by both parties

8. Termination: Conditions and process for agreement termination

9. Governing Law: Specification of Singapore law as governing law and jurisdiction

What sections are optional to include in a Buy Sell Agreement?

1. Due Diligence: Detailed investigation of assets/business - used in complex commercial transactions

2. Conditions Precedent: Prerequisites before completion - used in multi-stage transactions

3. Non-Compete: Restrictions on competitive activities - used in business sales or when protecting market position

4. Force Majeure: Provisions for unforeseen circumstances - recommended for long-term or high-value contracts

What schedules should be included in a Buy Sell Agreement?

1. Asset Schedule: Detailed list of assets being transferred

2. Price Calculation Schedule: Methodology for calculating purchase price

3. Due Diligence Checklist: List of required documents and verifications

4. Form of Transfer: Template documents for executing the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions

































Clauses






























Industries

Sale of Goods Act (SOGA): Primary legislation governing contracts relating to the sale of goods, defining rights and obligations of buyers and sellers, and covering conditions and warranties

Contracts Act (Cap. 53): Fundamental law governing contract formation, including requirements for valid contracts (offer, acceptance, consideration, intention) and common law principles

Companies Act: Regulates corporate matters including corporate capacity, authority, share transfer provisions, and corporate governance requirements when parties are companies

Consumer Protection (Fair Trading) Act: Provides additional protections and requirements when one party is a consumer in the transaction

Electronic Transactions Act: Governs the legal framework for electronic transactions and digital signatures if the agreement will be executed electronically

Stamp Duties Act: Regulates documentation requirements and transfer duties that may be applicable to the transaction

Competition Act: Ensures compliance with competition law and prevents anti-competitive provisions in the agreement

Personal Data Protection Act (PDPA): Governs the collection, use, and disclosure of personal data if such data is involved in the transaction

Goods and Services Tax Act: Addresses tax implications and GST requirements for the sale transaction

Income Tax Act: Covers income tax implications and requirements related to the sale transaction

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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