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Shareholder Dissolution Agreement
"Need a Shareholder Dissolution Agreement for my Singapore-based tech startup with four shareholders, where two shareholders are buying out the others' shares before dissolution, and we have significant intellectual property assets to distribute."
1. Parties: Details of all shareholders and the company
2. Background: Context of the dissolution and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Agreement to Dissolve: Formal agreement of all parties to dissolve the company
5. Distribution of Assets: Method and process of distributing company assets
6. Settlement of Liabilities: Process for settling company debts and obligations
7. Release and Discharge: Mutual release of claims between shareholders
8. Governing Law: Specification of Singapore law as governing law
1. Employee Matters: Provisions for handling employee contracts and obligations when company has employees
2. Intellectual Property Rights: Provisions for distribution of IP assets when company owns intellectual property
3. Ongoing Litigation: Provisions for handling pending legal matters when there are active legal proceedings
4. Tax Indemnities: Provisions for protection against future tax liabilities when significant tax implications exist
1. Schedule 1: Shareholding Structure: Current shareholding details and ownership percentages
2. Schedule 2: Asset List: Comprehensive list of company assets for distribution
3. Schedule 3: Liability List: List of all known company liabilities
4. Schedule 4: Distribution Plan: Detailed plan for asset distribution among shareholders
5. Appendix A: Company Accounts: Final financial statements and accounts
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