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Shareholder Contract for Singapore

Shareholder Contract Template for Singapore

A Shareholders' Agreement under Singapore law is a legally binding contract that governs the relationship between a company's shareholders. It establishes rights, obligations, and procedures for share ownership, transfer restrictions, management participation, and dispute resolution. The agreement complies with Singapore's Companies Act and related legislation, providing a framework for corporate governance and protecting both majority and minority shareholder interests.

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What is a Shareholder Contract?

A Shareholder Contract is essential for companies with multiple shareholders operating under Singapore law. It provides crucial protection for shareholders' investments and establishes clear governance structures. This document is particularly important when companies take on new investors, undergo ownership changes, or need to formalize decision-making processes. The agreement typically includes provisions for share transfers, voting rights, board representation, and dispute resolution mechanisms, all while ensuring compliance with Singapore's corporate regulatory framework.

What sections should be included in a Shareholder Contract?

1. Parties: Identifies all shareholders and the company

2. Background: Context of the agreement and existing shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholding: Details of share classes, rights, and shareholding percentages

5. Management and Board Composition: Board structure, appointment rights, and decision-making processes

6. Transfer Restrictions: Rules governing share transfers, including right of first refusal

7. Reserved Matters: Decisions requiring special majority or unanimous consent

What sections are optional to include in a Shareholder Contract?

1. Tag-Along Rights: Minority protection rights when majority sells shares

2. Drag-Along Rights: Majority right to force minority to join in sale

3. Anti-Dilution Protection: Protection against share value dilution

4. Dividend Policy: Rules for profit distribution

What schedules should be included in a Shareholder Contract?

1. Share Capital Structure: Detailed breakdown of shareholding

2. Reserved Matters List: Comprehensive list of matters requiring special approval

3. Board Procedures: Detailed procedures for board meetings and voting

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

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
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Industries

Companies Act (Cap. 50): Primary legislation governing company formation, management, shareholders' rights, statutory obligations, share transfers and shareholders' meetings in Singapore

Securities and Futures Act (Cap. 289): Regulates securities issuance, trading and disclosure requirements, particularly relevant for companies planning to issue securities

Singapore Contract Law: Common law principles governing contract validity, consideration requirements, and remedies for breach of contract

Competition Act (Cap. 50B): Regulates market competition and relevant provisions affecting share transfer restrictions

Personal Data Protection Act 2012: Governs the handling and protection of shareholder information and data privacy compliance requirements

SGX Listing Rules: Applicable for listed companies, outlining compliance requirements for companies listed on Singapore Exchange

Code of Corporate Governance: Provides guidelines for best practices in corporate governance, including director and shareholder rights

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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