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Startup Shareholders Agreement

Startup Shareholders Agreement for Singapore

Startup Shareholders Agreement Template for Singapore

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Startup Shareholders Agreement

"Need a Startup Shareholders Agreement for our Singapore-based fintech company that's bringing on two new angel investors in January 2025, with specific provisions for future funding rounds and a 10% ESOP pool."

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What is a Startup Shareholders Agreement?

The Startup Shareholders Agreement is a fundamental document for any new company in Singapore seeking to establish clear governance and ownership structures. This agreement becomes particularly crucial when startups move beyond the initial founding stage and begin taking on external investment. It provides the legal framework for managing shareholder relationships, protecting minority interests, and facilitating future growth. Under Singapore law, while not legally required, this agreement is considered essential for startups as it helps prevent future disputes and provides clarity on critical issues such as share transfers, voting rights, and exit provisions.

What sections should be included in a Startup Shareholders Agreement?

1. Parties: Identifies all shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Share Rights and Classes: Details of different share classes and associated rights

5. Transfer Restrictions: Limitations on share transfers and right of first refusal

6. Board Composition: Structure and appointment of board members

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

8. Exit Provisions: Procedures for company sale or IPO

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

1. Anti-dilution Rights: Protection mechanisms for shareholders against share value dilution in future funding rounds

2. Founder Vesting: Vesting schedule and conditions for founder shares to ensure long-term commitment

3. Employee Share Option Pool: Framework for allocation and administration of employee share options

What schedules should be included in a Startup Shareholders Agreement?

1. Current Shareholding Structure: Detailed breakdown of current shares and shareholders

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

3. Share Transfer Notice Form: Template for notifying intent to transfer shares

4. Tag-Along Notice Form: Template for exercising tag-along rights

5. Board Resolution Templates: Standard forms for board approvals

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

alex.den.21@genieai.co
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Industries

Companies Act 1967 (2020 Revised Edition): Primary legislation governing company formation, management, shareholders' rights, share issuance/transfer, and directors' duties in Singapore. Forms the fundamental legal framework for corporate operations.

Securities and Futures Act 2001: Regulates securities offerings, trading, and future fundraising activities. Essential for structuring investment terms and ensuring compliance with securities regulations.

Competition Act 2004: Governs competition law and ensures enforceability of restrictive covenants, particularly relevant for non-compete provisions in shareholders agreements.

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data. Critical for handling shareholder information and ensuring data privacy compliance.

Income Tax Act 1947: Addresses tax implications for shareholdings and treatment of dividends. Important for structuring tax-efficient arrangements for shareholders.

Employment Act 1968: Covers employment terms and conditions, particularly relevant for founder-employees and shareholder-directors who maintain employment relationships with the company.

MAS Guidelines: Regulatory guidelines from the Monetary Authority of Singapore, particularly important for fintech startups and companies engaging in regulated activities.

SGX Listing Rules: Singapore Exchange listing requirements and corporate governance guidelines, relevant for companies considering future IPO prospects.

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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