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Shareholder Redemption Agreement Template for Singapore

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Key Requirements PROMPT example:

Shareholder Redemption Agreement

"Need a Shareholder Redemption Agreement for our Singapore tech startup to buy back 15% of shares from a departing co-founder, with payment to be made in three installments over 12 months starting March 2025."

Document background
A Shareholder Redemption Agreement is crucial when a Singapore company wishes to buy back shares from existing shareholders. This document is commonly used in scenarios such as shareholder exits, corporate restructuring, or capital reduction exercises. It must comply with Singapore's Companies Act requirements regarding share capital maintenance, solvency tests, and minority shareholder protection. The agreement typically includes detailed provisions on valuation, payment terms, conditions precedent, and completion mechanics, while addressing tax implications and regulatory compliance requirements.
Suggested Sections

1. Parties: Identification of shareholders and company involved in the redemption agreement

2. Background: Context of the redemption, including shareholding structure and reasons for redemption

3. Definitions: Key terms used throughout the agreement

4. Redemption Terms: Core terms including number of shares, redemption price, and payment terms

5. Conditions Precedent: Prerequisites that must be met before redemption can occur

6. Completion Mechanics: Process and timeline for executing the redemption

7. Representations and Warranties: Standard assurances from both parties

8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction

Optional Sections

1. Tag-Along Rights: Rights of other shareholders to participate in the redemption when multiple shareholders are involved

2. Non-Competition: Restrictions on departing shareholders, typically used when redeeming shares of active/management shareholders

3. Tax Provisions: Specific tax treatment and responsibilities when significant tax implications exist

4. Confidentiality: Terms regarding confidential information when sensitive information is involved

Suggested Schedules

1. Share Details Schedule: Detailed information about shares being redeemed

2. Valuation Report: Independent valuation of shares (if applicable)

3. Company Constitution Extract: Relevant sections of company constitution regarding share redemption

4. Board Resolutions: Copies of relevant board approvals

5. Payment Schedule: If redemption payment is to be made in installments

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 1967: Primary legislation governing corporate matters including share capital, share transactions, minority shareholder rights, corporate decision-making, and share transfer/redemption procedures

Securities and Futures Act 2001: Regulates securities trading and listed companies, particularly relevant if the company is publicly listed or deals with securities

ACRA Requirements: Accounting and Corporate Regulatory Authority regulations covering company constitution compliance, filing requirements, and corporate governance standards

MAS Guidelines: Monetary Authority of Singapore guidelines, particularly relevant for regulated industries and financial requirements for share redemptions

Income Tax Act: Covers tax implications of share redemptions and stamp duty considerations

Contract Law: Common law principles of contract formation, including Misrepresentation Act and Unfair Contract Terms Act

Competition Act: Relevant if the redemption affects market structure or competition dynamics

Capital Maintenance Rules: Regulations ensuring company maintains adequate capital during share redemption

Solvency Requirements: Legal requirements ensuring company remains solvent after share redemption

Fair Value Determination: Guidelines and requirements for determining fair value of shares being redeemed

Minority Shareholder Protection: Legal safeguards ensuring minority shareholders' interests are protected during redemption

Corporate Governance Requirements: Standards and practices ensuring proper corporate governance in redemption process

Disclosure Obligations: Requirements for transparent disclosure of redemption terms and conditions to relevant stakeholders

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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