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Silent Partner Agreement Template for Singapore

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Key Requirements PROMPT example:

Silent Partner Agreement

"I need a Silent Partner Agreement for my Singapore-based tech startup, where the silent partner will invest SGD 500,000 for a 25% profit share, with quarterly financial reporting requirements and a minimum 3-year lock-in period starting January 2025."

Document background
The Silent Partner Agreement is essential when businesses seek capital investment without surrendering management control. This document, governed by Singapore law, establishes a framework for passive investment while protecting both the silent partner's limited liability and the active partners' operational autonomy. The agreement covers crucial aspects including capital contribution, profit sharing, confidentiality, and exit provisions. It's particularly relevant in Singapore's dynamic business environment where private investment in SMEs is common, and the legal framework provides robust protection for such arrangements.
Suggested Sections

1. Parties: Identification of active partner(s) and silent partner(s)

2. Background: Context of the partnership and reasons for silent partnership arrangement

3. Definitions: Key terms used throughout the agreement

4. Capital Contribution: Details of silent partner's investment and payment terms

5. Profit Sharing: Distribution of profits and losses

6. Management Rights: Clarification that silent partner has no management rights

7. Liability Limitation: Scope of silent partner's limited liability

8. Confidentiality: Non-disclosure obligations

9. Term and Termination: Duration and termination provisions

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

Optional Sections

1. Exit Strategy: Procedures for partner withdrawal or buyout - include when partners want specific exit provisions

2. Death/Incapacity: Succession provisions - include when dealing with individual partners rather than corporate entities

3. Non-Compete: Restrictions on competitive activities - include when protecting business interests is crucial

4. Dispute Resolution: Mediation or arbitration procedures - include when parties prefer alternative dispute resolution

Suggested Schedules

1. Schedule 1: Capital Contribution Details: Detailed breakdown of investment amount and payment schedule

2. Schedule 2: Profit Sharing Formula: Detailed calculation method for profit distribution

3. Schedule 3: Business Plan: Overview of business strategy and projections

4. Schedule 4: Due Diligence Documents: Key business documentation and financial statements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses




























Industries

Partnership Act 1890: Primary legislation defining partnerships, rights and obligations of partners, particularly relevant for silent/dormant partners, and governing relationship between partners and third parties

Limited Partnerships Act 2008: Legislation providing specific provisions for limited partnerships, protection of limited partners' liability, and registration requirements

Business Names Registration Act 2014: Governs requirements for business registration, disclosure obligations, and name registration rules in Singapore

Companies Act (Cap. 50): While primarily for companies, relevant for understanding corporate liability distinctions and partnerships involving corporate entities

Income Tax Act: Covers tax treatment of partnership income, partners' tax obligations, and GST considerations if applicable

Personal Data Protection Act 2012: Regulates handling of personal data and privacy obligations between partners

Singapore Contract Law: Common law principles governing formation and validity of contracts, consideration principles, breach and remedies

Industry-Specific Regulations: Additional regulations that may apply depending on the business sector, including competition law and sector-specific 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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