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Preference Share Agreement for Singapore

Preference Share Agreement Template for Singapore

A Preference Share Agreement under Singapore law is a legally binding document that establishes the terms and conditions for issuing preference shares, including the rights, privileges, and obligations of preference shareholders. The agreement is governed by Singapore's Companies Act and Securities and Futures Act, incorporating specific provisions for dividend rights, voting rights, liquidation preferences, and other special rights attached to the preference shares. It serves as a crucial instrument for companies raising capital while maintaining control over voting rights and operational decisions.

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What is a Preference Share Agreement?

The Preference Share Agreement is commonly used in Singapore when companies seek to raise capital while maintaining existing control structures. This document type is particularly relevant for growing companies, startups, and established businesses looking to expand their operations through structured financing. The agreement details the specific rights attached to preference shares, including dividend preferences, liquidation rights, and conversion features. Under Singapore law, the Preference Share Agreement must comply with the Companies Act and relevant securities regulations, making it a vital tool for corporate financing and investment structuring.

What sections should be included in a Preference Share Agreement?

1. Parties: Identifies and defines the contracting parties

2. Background: Context of the preference share issuance and company information

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of preference shares being issued

5. Preference Share Rights: Dividend rights, voting rights, conversion rights, and other preferences

6. Completion: Conditions precedent and completion mechanics

7. Warranties and Representations: Standard company and subscriber warranties

What sections are optional to include in a Preference Share Agreement?

1. Anti-dilution Provisions: Used when protection against future dilution is required

2. Tag-along Rights: Include when minority shareholders need exit protection

3. Redemption Rights: Include if shares are redeemable

4. Conversion Mechanics: Required if shares are convertible to ordinary shares

What schedules should be included in a Preference Share Agreement?

1. Share Certificate Form: Template of the preference share certificate

2. Capitalization Table: Pre and post-investment shareholding structure

3. Company Constitution: Current constitution of the company

4. Shareholders' Agreement: If referenced in the main agreement

5. Board Resolutions: Approving the preference share issuance

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

Cost

Free to use
Relevant legal definitions






























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Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters in Singapore, particularly Division 4 on Shares, including sections on share capital, rights and restrictions, requirements for share issuance and transfer, and specific provisions regarding preference shares under Section 75

Securities and Futures Act (Cap. 289): Key legislation governing securities offerings, disclosure obligations, and investor protection provisions in Singapore

MAS Guidelines: Regulatory framework established by the Monetary Authority of Singapore covering requirements for securities issuance and compliance requirements

SGX Listing Rules: Singapore Exchange regulations applicable to listed companies or those planning to list, specifying requirements for preference share issuance

Income Tax Act: Legislation governing tax implications, including tax treatment of preference shares and withholding tax requirements for dividends

Competition Act: Legislation to consider when the investment involves substantial shareholding, governing competition and market conduct

Foreign Investment Rules: Regulatory framework governing foreign investment in Singapore companies, relevant when foreign investors are involved

Code of Corporate Governance: Regulatory framework establishing corporate governance requirements and best practices for Singapore companies

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