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Silent Partner Contract Generator for Singapore

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Key Requirements PROMPT example:

Silent Partner Contract

"I need a Silent Partner Contract for my Singapore-based tech startup where the silent partner will invest SGD 500,000 for a 25% profit share, with the agreement starting from March 1, 2025, and including strong confidentiality provisions."

Document background
A Silent Partner Contract is essential when establishing a business relationship where an investor wishes to maintain a passive role while providing capital investment. This document, governed by Singapore law, outlines the framework for silent partnership arrangements, including capital contributions, profit sharing, liability limitations, and management restrictions. The contract protects both parties' interests by clearly defining roles, responsibilities, and rights while ensuring compliance with Singapore's Partnership Act and related regulations. It's particularly useful for businesses seeking capital investment without surrendering operational control.
Suggested Sections

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

2. Background: Context of the partnership arrangement and business purpose

3. Definitions: Key terms used throughout the agreement

4. Partnership Structure: Details of ownership, capital contribution, and business structure

5. Profit Sharing: Distribution of profits and losses

6. Silent Partner Rights and Limitations: Scope of involvement and limitations on management participation

7. Confidentiality: Non-disclosure obligations and protection of business information

8. Term and Termination: Duration and conditions for ending the partnership

Optional Sections

1. Management Rights: Detailed management structure if silent partner has limited oversight rights

2. Exit Mechanisms: Procedures for partner withdrawal or sale of interest

3. Non-Compete: Restrictions on competitive activities

4. Dispute Resolution: Specific procedures for resolving disagreements

Suggested Schedules

1. Schedule 1: Capital Contributions: Detailed breakdown of initial and subsequent capital contributions

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

3. Schedule 3: Business Plan: Overview of business operations and objectives

4. Appendix A: Partner Details: Complete information about all partners including contact details

5. Appendix B: Management Structure: Organizational chart and management responsibilities

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
































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Industries

Partnership Act (Chapter 391): Primary legislation governing partnerships in Singapore, defining the basic framework for partnership arrangements including silent partnerships

Companies Act (Chapter 50): Key legislation governing corporate entities in Singapore, relevant for understanding the intersection between partnership and company structures

Income Tax Act (Chapter 134): Governs the taxation framework for partnerships and silent partners, including profit distribution and tax obligations

Contracts Act (Chapter 53): Fundamental legislation governing contract formation and enforcement in Singapore, essential for partnership agreements

Limited Liability Partnerships Act: Provides framework for limited liability partnerships, relevant for understanding liability limitations in partnership structures

Business Names Registration Act 2014: Governs business registration requirements and compliance for partnerships in Singapore

Securities Laws Compliance: Consideration of whether the silent partnership arrangement could be classified as a security offering under MAS regulations

Tax Framework Considerations: Analysis of GST implications, income tax treatment of partnership profits, and specific tax obligations for silent partners

Liability Framework: Legal structure defining the extent of silent partner's liability and protection mechanisms within the partnership

Personal Data Protection Act (PDPA): Legislation governing the collection, use, and disclosure of personal data, relevant for confidentiality provisions

Dispute Resolution Framework: Legal framework for handling disputes including Singapore's arbitration system, mediation options, and court jurisdiction

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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