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Investment And Shareholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Investment And Shareholders Agreement

"Need an Investment And Shareholders Agreement for a Series A investment round of SGD 5 million into my Singapore-based healthcare technology startup, closing in March 2025, with specific provisions for investor board seats and anti-dilution protection."

Document background
The Investment And Shareholders Agreement is a crucial document used when a company is receiving new investment while simultaneously establishing the ongoing relationship between all shareholders. This agreement, governed by Singapore law, typically comes into play during funding rounds, strategic investments, or when bringing in new significant shareholders. It covers essential aspects such as investment terms, share rights, corporate governance, decision-making processes, share transfer restrictions, and exit provisions. The document must comply with Singapore's regulatory framework, particularly the Companies Act and Securities and Futures Act, while providing adequate protection for all parties involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement including investors, existing shareholders, and the company

2. Background: Context of the investment and current company status

3. Definitions: Key terms used throughout the agreement

4. Investment Terms: Details of investment amount, valuation, and share class

5. Completion Mechanics: Process and conditions for completing the investment

6. Warranties and Representations: Company and founder warranties

7. Board Composition: Structure and appointment rights

8. Reserved Matters: Decisions requiring special approval

9. Transfer Restrictions: Limitations on share transfers

Optional Sections

1. Anti-Dilution Protection: Protection mechanisms against future down rounds, typically requested by professional investors

2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares when a majority shareholder sells

3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in a company sale

4. ESOP Provisions: Details of employee share option scheme structure and implementation

Suggested Schedules

1. Cap Table: Pre and post-investment shareholding structure showing all shareholders and their respective shareholdings

2. Warranties: Detailed list of company and founder warranties

3. Reserved Matters List: Comprehensive list of matters requiring special approval from investors or specific shareholder groups

4. Company Constitution: Updated constitution reflecting new rights and shareholding structure

5. Disclosure Letter: Document containing exceptions and qualifications to the warranties

6. Form of Deed of Adherence: Template document for new shareholders to sign when joining the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Companies Act (Cap. 50): Primary legislation governing company formation, management, shareholders' rights, share issuance/transfer requirements, directors' duties and corporate governance requirements in Singapore

Securities and Futures Act (Cap. 289): Regulates securities offerings, trading, investor protection provisions, disclosure requirements and requirements for professional investors

Contract Law: Common law principles of contract, including Unfair Contract Terms Act and Electronic Transactions Act

Competition Act (Cap. 50B): Governs anti-competitive provisions and merger control requirements in Singapore

Personal Data Protection Act 2012: Regulates data privacy requirements and protection of shareholders' personal information

Income Tax Act: Covers tax implications for investments and withholding tax requirements

MAS Guidelines: Monetary Authority of Singapore guidelines covering investment regulations and corporate governance requirements

SGX Listing Rules: Singapore Exchange listing requirements and regulations for listed companies or companies planning to list

Code of Corporate Governance: Best practices and guidelines for corporate governance in Singapore

Foreign Investment Regulations: Restrictions and requirements governing foreign investments in Singapore

Currency Control Regulations: Rules governing currency transactions and controls in Singapore

Employment Pass Requirements: Regulations regarding employment passes for foreign directors and key personnel

Transfer Pricing Rules: Regulations governing pricing of transactions between related entities and cross-border transactions

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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