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Director Shareholder Agreement Template for Singapore

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for my Singapore technology startup with three founders who will all serve as directors, including specific provisions for future funding rounds and a clear exit strategy if any founder wants to leave by March 2025."

Document background
The Director Shareholder Agreement is a crucial document for Singapore companies seeking to establish clear governance structures and protect both director and shareholder interests. This agreement is particularly important when companies have multiple directors and shareholders, or when transitioning from a startup to a more structured corporate entity. It addresses key aspects such as share transfer restrictions, voting rights, board composition, and decision-making processes, while ensuring compliance with Singapore's corporate governance requirements. The agreement helps prevent potential disputes by clearly defining roles, responsibilities, and exit mechanisms.
Suggested Sections

1. Parties: Identification of the company, directors, and shareholders involved in the agreement

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Board Composition: Structure and appointment of board members

5. Shareholders' Rights and Obligations: Voting rights, dividend rights, and other shareholder matters

6. Share Transfer Restrictions: Rules governing the transfer of shares

7. Directors' Duties and Responsibilities: Obligations and responsibilities of directors

8. Confidentiality: Provisions regarding confidential information and trade secrets

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

Optional Sections

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

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

3. Non-Compete Provisions: Restrictions on competitive activities by directors and shareholders

4. Dividend Policy: Specific provisions regarding the distribution of dividends

5. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of share classes and ownership distribution

2. Schedule 2 - Reserved Matters: List of decisions requiring special approval or unanimous consent

3. Schedule 3 - Board Procedures: Detailed procedures for board meetings and decision-making

4. Schedule 4 - Deed of Adherence: Template for new shareholders joining the agreement

5. Schedule 5 - Company's Constitution: Copy of or reference to the company's constitution

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 operations, including directors' duties, shareholders' rights, corporate governance requirements, share transfer restrictions, and board meeting procedures

Securities and Futures Act (Cap. 289): Regulates securities trading, disclosure requirements, and insider trading provisions for companies in Singapore

Income Tax Act: Governs tax implications for directors' remuneration, dividend distributions, and share transfers

Code of Corporate Governance: Guidelines for board composition, director independence, and conflict of interest management

SGX Listing Rules: Regulations applicable if the company is listed or planning to list on the Singapore Exchange

Personal Data Protection Act 2012: Regulations regarding the handling and protection of personal information of directors and shareholders

Employment Act: Governs employment aspects including Directors' Service Agreements and employment provisions

Competition Law: Regulations regarding non-compete clauses and restrictive covenants in agreements

Contract Law: Fundamental principles governing formation of valid contracts and enforcement mechanisms under Singapore law

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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