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Pre Emption Rights In Shareholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Pre Emption Rights In Shareholders Agreement

"I need a Pre Emption Rights In Shareholders Agreement for my Singapore tech startup with 5 founding shareholders, where we want to ensure existing shareholders have first right to purchase shares at fair market value before any external sale can occur, with a 3-year lock-up period from January 2025."

Document background
The Pre-Emption Rights In Shareholders Agreement is essential for companies seeking to maintain control over their ownership structure in Singapore. This document becomes particularly relevant when companies want to prevent unwanted third parties from acquiring shares or when existing shareholders wish to maintain their proportional ownership. The agreement, compliant with Singapore's legal framework, typically includes detailed mechanisms for share transfers, valuation methods, notice requirements, and completion procedures. It's commonly used in closely-held companies, family businesses, and startups where controlling ownership composition is crucial for business success and continuity.
Suggested Sections

1. Parties: Identification of all shareholders and the company

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

3. Definitions: Key terms including 'Pre-emption Rights', 'Transfer Notice', 'Fair Value', etc.

4. Pre-emption Rights on Transfer: Core provisions regarding existing shareholders' right of first refusal when shares are proposed to be transferred

5. Pre-emption Rights on New Issues: Provisions regarding shareholders' rights to subscribe for new shares before they're offered to third parties

6. Valuation Mechanism: Process for determining the fair value of shares

7. Notice Requirements: Procedures for issuing and responding to transfer notices

8. Completion Requirements: Process and timeline for completing share transfers

Optional Sections

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

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

3. Share Lock-up Period: Restriction on transfer of shares for specific period

4. Permitted Transfers: Exceptions to pre-emption rights for specific types of transfers (e.g., to family members)

Suggested Schedules

1. Current Shareholding Structure: Details of existing shareholders and their shareholdings

2. Form of Transfer Notice: Template for shareholders to use when proposing to transfer shares

3. Deed of Adherence: Template for new shareholders to sign up to the agreement

4. Valuation Principles: Detailed methodology for share valuation

5. Exempt Transfers: List of pre-approved transfer scenarios exempt from pre-emption rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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 operations in Singapore, including sections on share transfers, restrictions, issuance, allotment, and shareholders' rights and obligations

Securities and Futures Act (Cap. 289): Legislation governing securities offerings, disclosure requirements, and transfer restrictions in Singapore

Constitutional Documents: Company's Constitution (formerly Articles of Association), existing shareholders' agreements, and any pre-emption rights provisions already in place

Contract Act (Cap. 53): Legislation governing general contract formation principles and enforceability requirements in Singapore

Common Law Principles: Legal precedents regarding pre-emption rights, fiduciary duties of directors, and minority shareholders' rights in Singapore

Competition Act (Cap. 50B): Legislation governing anti-competitive practices and merger control provisions that may affect shareholding arrangements

Stamp Duties Act: Legislation governing stamp duty requirements on share transfers and related documentation requirements

MAS Regulations: Regulatory requirements set by the Monetary Authority of Singapore that may affect shareholding structures and transfers

SGX Listing Rules: Singapore Exchange listing requirements and regulations (applicable for listed companies)

Foreign Ownership Restrictions: Any applicable restrictions on foreign ownership of shares in Singapore companies

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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