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Simple Shareholders Agreement for Singapore

Simple Shareholders Agreement Template for Singapore

A Shareholders Agreement governed by Singapore law that establishes the fundamental relationships between shareholders and sets out their rights and obligations. This agreement complies with Singapore's Companies Act and related legislation, providing a framework for share ownership, transfer restrictions, management rights, and dispute resolution. It includes basic provisions for protecting both majority and minority interests while maintaining flexibility for business operations.

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What is a Simple Shareholders Agreement?

A Simple Shareholders Agreement is essential when establishing or formalizing relationships between shareholders in a Singapore company. This document becomes particularly relevant when moving beyond initial incorporation or when bringing in new shareholders. It addresses key aspects such as share transfers, voting rights, and management decisions while complying with Singapore's corporate law framework. The agreement provides clarity and certainty in shareholder relations while being simpler and more straightforward than comprehensive shareholders agreements used in larger corporations.

What sections should be included in a Simple Shareholders Agreement?

1. Parties: Identification of 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 Shareholders: Details of shareholding structure and classes of shares

5. Transfer of Shares: Rules and restrictions on share transfers

6. Management and Board: Board composition and management rights

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

8. General Meetings: Procedures for shareholder meetings and voting

9. Confidentiality: Obligations regarding confidential information

10. Term and Termination: Duration of agreement and termination provisions

11. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

What sections are optional to include in a Simple Shareholders Agreement?

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale of shares

3. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future funding rounds

4. Dividend Policy: Specific arrangements for distribution of profits

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

6. Dead-Lock Resolution: Mechanisms for resolving shareholder or board deadlocks

What schedules should be included in a Simple Shareholders Agreement?

1. Schedule 1 - Share Capital Table: Detailed breakdown of shareholding structure and share classes

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

3. Schedule 3 - Deed of Adherence: Template for new shareholders joining the agreement

4. Schedule 4 - Company Information: Key corporate details including registration information

5. Schedule 5 - Initial Business Plan: Initial business plan and key milestones (if applicable)

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

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions

































Clauses


























Industries

Companies Act (Cap. 50): Primary legislation governing company formation, operation, and management in Singapore, including shareholders' rights and obligations

Securities and Futures Act (Cap. 289): Regulates securities trading, financial instruments, and investor protection measures

Competition Act (Cap. 50B): Governs anti-competitive practices, merger control, and market conduct

Contract Law (Application of Laws) Act: Determines the application of contract law principles in Singapore

Unfair Contract Terms Act: Regulates unfair terms in contracts and provides protection against unreasonable contract provisions

Companies (Amendment) Act: Contains recent updates and modifications to the main Companies Act

Code of Corporate Governance: Sets out principles and guidelines for corporate governance practices in Singapore companies

SGX Listing Rules: Relevant for listed companies or those planning to list, covering compliance and disclosure requirements

ACRA Regulations: Registration and compliance requirements set by the Accounting and Corporate Regulatory Authority

Arbitration Act: Framework for conducting arbitration proceedings in Singapore

Mediation Act: Governs mediation proceedings and enforcement of mediation settlements in Singapore

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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