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Share Cancellation Agreement Template for Singapore

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Key Requirements PROMPT example:

Share Cancellation Agreement

"Need a Share Cancellation Agreement for our Singapore private limited company to cancel 10,000 ordinary shares held by a departing founder, with completion scheduled for March 15, 2025 and payment of SGD 500,000 as consideration."

Document background
A Share Cancellation Agreement is utilized when a company needs to reduce its share capital through the cancellation of existing shares. This document is crucial in Singapore's corporate landscape, where strict capital maintenance rules apply under the Companies Act. The agreement typically includes details of the shares being cancelled, consideration (if any), completion mechanics, and necessary corporate and regulatory approvals. It's particularly important for corporate restructuring, capital reduction exercises, or implementing employee share buyback programs. The Share Cancellation Agreement must comply with Singapore's regulatory framework, including ACRA requirements and, where applicable, SGX listing rules.
Suggested Sections

1. Parties: Identification of the company and the shareholder(s) whose shares are being cancelled

2. Background: Context of the share cancellation, including current shareholding structure and reason for cancellation

3. Definitions: Key terms used throughout the agreement

4. Share Cancellation: Details of shares to be cancelled, including class, number, and nominal value

5. Consideration: Terms of any payment or compensation for the cancelled shares

6. Completion: Process and timing for completing the share cancellation

7. Representations and Warranties: Standard warranties regarding ownership, authority to cancel, and absence of encumbrances

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

Optional Sections

1. Tax Provisions: Additional clauses dealing with tax implications and responsibilities of the share cancellation

2. Regulatory Compliance: Specific provisions addressing compliance with SGX listing rules and other regulatory requirements

3. Confidentiality: Provisions regarding confidentiality obligations for the transaction details

4. Shareholder Approval: Specific procedures and requirements for obtaining necessary shareholder approvals

Suggested Schedules

1. Share Certificate Details: Schedule containing copy or details of share certificates to be cancelled

2. Board Resolutions: Copies of relevant board resolutions approving the share cancellation

3. Shareholder Resolutions: Copies of shareholder resolutions approving the share cancellation, if required

4. ACRA Forms: Relevant ACRA forms required for filing the share cancellation

5. Valuation Report: Independent valuation report of shares being cancelled, if applicable

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) - Share Capital Provisions: Key sections including Section 7 (types of shares and rights), Section 71 (power to reduce share capital), Section 78A-K (share capital reduction procedures), and Section 130A (maintenance of share capital)

Securities and Futures Act (Cap. 289): Regulatory framework governing securities trading, including disclosure requirements and market conduct provisions relevant to share cancellation

SGX Listing Rules: For listed companies: compliance requirements including disclosure obligations and shareholder approval requirements for share cancellation

ACRA Requirements: Accounting and Corporate Regulatory Authority requirements including filing obligations, corporate compliance, and capital maintenance rules

MAS Guidelines: Monetary Authority of Singapore guidelines covering financial regulations and corporate governance requirements applicable to share cancellation

Contract Act (Cap. 30): Fundamental contract law principles including contract formation, consideration requirements, and capacity to contract

Corporate Governance Requirements: Internal governance procedures including board approval processes, shareholder rights and protections, and company constitution requirements

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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