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Buy Sell Agreement Between Business Partners Template for Singapore

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Key Requirements PROMPT example:

Buy Sell Agreement Between Business Partners

"I need a Buy Sell Agreement Between Business Partners for my Singapore-based technology consulting firm, where two existing partners will have the option to buy out a third partner who plans to retire in March 2025, with the agreement to include life insurance funding provisions."

Document background
The Buy Sell Agreement Between Business Partners is a crucial document for businesses operating in Singapore, designed to protect all stakeholders during ownership transitions. It addresses various scenarios such as partner retirement, death, disability, or voluntary departure, providing clear mechanisms for business valuation and ownership transfer. This agreement is particularly important in the Singapore business context, where it must comply with local corporate laws and regulations, including the Companies Act 1967 and relevant ACRA requirements. It typically includes provisions for determining purchase price, payment terms, transfer procedures, and may incorporate insurance funding mechanisms.
Suggested Sections

1. Parties: Identification and details of all business partners involved in the agreement

2. Background: Context of the agreement, existing business relationship, and purpose of the buy-sell arrangement

3. Definitions: Key terms and their meanings as used throughout the agreement

4. Purchase Price and Payment Terms: Valuation methodology, payment structure, timing, and funding mechanisms

5. Triggering Events: Specific circumstances that activate the buy-sell provisions, such as death, disability, retirement, or voluntary sale

6. Transfer Procedure: Detailed process for executing the transfer of ownership, including notice requirements and timelines

7. Representations and Warranties: Standard assurances from all parties regarding authority, ownership, and compliance

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

Optional Sections

1. Insurance Provisions: Details of life/disability insurance funding mechanisms for potential buyouts

2. Non-Compete Clauses: Restrictions on competitive activities post-transfer to protect business interests

3. Dispute Resolution: Alternative dispute resolution procedures including mediation and arbitration options

Suggested Schedules

1. Schedule 1 - Valuation Formula: Detailed methodology and calculations for determining business value

2. Schedule 2 - Share Certificate Forms: Templates and forms required for share transfer documentation

3. Schedule 3 - Insurance Policies: Details of relevant insurance arrangements and policy information

4. Schedule 4 - Current Ownership Structure: Current shareholding breakdown and ownership details

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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 1967: Primary legislation governing corporate entities in Singapore, covering share transfers, directors' duties, and corporate operations requirements

Contract Law (Application of Laws) Act: Fundamental legislation that governs contract formation, validity, and enforceability requirements in Singapore

Sale of Goods Act: Legislation governing the terms and conditions of sale and transfer of goods between parties

Partnership Act: Legal framework governing partnerships, including rights and obligations of business partners

Income Tax Act: Tax legislation relevant for business transfers, including stamp duty considerations and tax implications

Competition Act: Legislation ensuring fair competition and preventing anti-competitive practices in business transactions

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, relevant if customer data is involved in the transaction

ACRA Regulations: Regulatory requirements from the Accounting and Corporate Regulatory Authority governing business entities in Singapore

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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