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Guide To The Singapore Shareholders Agreement For Starting A New Business In Singapore

singapore shareholders agreement

This comprehensive guide will walk you through all you need to know about Singapore shareholders agreement, its benefits, key considerations, and how it can protect your interests as you navigate the intricacies of running a business in the dynamic landscape of Singapore.

What is a Shareholder Agreement?

In Singapore, a shareholder agreement is a crucial legal document that establishes the framework for a company’s governance and outlines the rights and responsibilities of its shareholders, including investors and founders. 

At its core, the shareholder agreement defines how the company should be managed and covers essential areas such as business plans, dividend policies, capital structure, and board composition. While not legally mandated in Singapore, having a comprehensive shareholder agreement is highly recommended to protect the interests of all parties involved.

Types of Shareholder Agreements in Singapore

Agreement among the shareholders

This type of shareholder agreement is established solely among certain shareholders to address specific private arrangements. These agreements may include provisions like non-compete agreements or rights to acquire shares from other shareholders. Only the shareholders involved in these arrangements need to sign the agreement, making it a more targeted and flexible approach.

Agreement between shareholders and the company

In this scenario, both the company and the shareholders are parties to the agreement. This type of agreement binds the two parties to the terms and conditions, and they can enforce it directly against each other. 

However, including the company as a party has a drawback – obtaining the company’s consent for any future amendments to the shareholder agreement may prove challenging.

Why You Need a Shareholder Agreement in Singapore

A shareholder agreement is essential to supplement your company’s constitution, especially if you use the Model Constitution template provided by ACRA. The shareholder agreement also allows for specific and unique clauses tailored to your business needs and addresses shareholders’ concerns. 

If you’re the sole stakeholder, a shareholder agreement may not be necessary. Otherwise, having one ensures clarity, protection, and effective governance in your company.

Advantages of a Shareholder Agreement

The advantages of having a shareholder agreement for your company are numerous:

  1. The agreement clearly defines each shareholder’s rights, responsibilities, ownership percentage, and voting rights.
  2. The agreement safeguards minority shareholders’ rights, including approval rights for significant decisions, share transfer regulations, and presence requirements at meetings.
  3. The agreement establishes mechanisms for resolving shareholder disputes, such as mediation or arbitration.
  4. The agreement is customizable to suit specific company needs and adaptable as the company evolves.
  5. The agreement safeguards the company’s intellectual property and includes provisions for confidentiality and non-competitive obligations.
  6. The agreement attracts investors with greater protection and specific rights.
  7. The agreement preserves first-mover advantage and increases the company’s competitiveness through specified confidentiality and non-competitive obligations.

Limitations of a Shareholder Agreement

While shareholder agreements in Singapore offer valuable benefits, they also have certain limitations that should be taken into account:

  1. A shareholder agreement is generally enforceable only by the contracting parties, not against shareholders who are not parties to the agreement. It binds only the parties who have signed it, unlike the company constitution, which binds all shareholders.
  2. New shareholders must also sign the shareholder agreement to be bound by its terms. Without their signature, they may not be compelled to comply with its provisions, unless the terms are also incorporated into the company constitution.
  3. Provisions that contradict public policy, such as those restricting competition or prohibiting statutory rights, may be deemed unenforceable.
  4. The shareholder agreement is governed by Singapore law, but cross-border operations may require recognition or enforceability in other countries.
  5. Regular reviews are necessary to ensure the agreement’s relevance and avoid potential unenforceability due to changes in laws. Disputes among shareholders may still arise, emphasizing the need for effective dispute resolution mechanisms like mediation or arbitration.
  6. The existence of other agreements, such as the company’s constitution, could lead to inconsistencies that require careful review and resolution.

When To Draft a Shareholder Agreement

Ideally, shareholder agreements should be drafted when the company is formed before shares are issued or significant decisions are made.

Drafting a shareholder agreement before or upon the incorporation of a company allows the shareholders to be guided in shaping the company’s future and governing its operations and management. However, it can be established at any time afterward if all shareholders agree to its terms, providing clarity and direction for the company’s future.

Key Considerations for a Shareholder Agreement in Singapore

When crafting a shareholder agreement, several vital considerations should be taken into account:

  1. Ownership and voting rights – Clearly define each shareholder’s ownership percentage and voting rights to avoid confusion and potential disputes.
  2. Minority shareholder protection – Include provisions that safeguard the rights of minority shareholders, ensuring their voices are heard in significant decisions.
  3. Transfer of shares – Establish rules for share transfers, such as restrictions on buyers or pre-emptive rights for existing shareholders.
  4. Dispute resolution – Include mechanisms like mediation or arbitration to handle potential conflicts among shareholders.
  5. Confidentiality and IP protection – Address the protection of intellectual property and specify confidentiality obligations to safeguard sensitive company information.

Where To Keep the Shareholder Agreement

Shareholder agreements are vital internal documents meant for use within the company. To ensure they are kept secure and easily accessible, it is advisable to store a copy of the shareholder agreement in the company’s minute books, along with other official records and documents. Access to shareholder agreements should be restricted due to their sensitive nature.

How We Can Help: Our Incorporation Service

At Premia TNC, we offer comprehensive incorporation services tailored to your specific needs. Our experienced team will guide you through the process of drafting a well-crafted shareholder agreement that aligns with local regulations and your business objectives. 

We understand the significance of a robust shareholder agreement in protecting your interests and fostering smooth operations. With our expertise, you can rest assured that your company’s foundation will be solid, enabling you to focus on your business’s growth and success.

Contact us today for a FREE consultation, and let us assist you in laying the groundwork for a prosperous future for your company.

Singapore Shareholder Agreement – FAQs

1. What is a shareholder agreement?

A shareholder agreement is a legally binding contract that outlines the rights, obligations, and responsibilities of shareholders within a company. It sets the rules governing their relationship, decision-making, and ownership percentages.

2. Is a shareholder agreement legally required in Singapore?

No, a shareholder agreement is not legally required in Singapore. However, it is highly recommended that companies have one in place to protect the interests of shareholders and establish clear guidelines for business operations.

3. Can a shareholder agreement be amended?

Yes, a shareholder agreement can be amended if all parties involved, i.e., the shareholders, agree to the changes. Regular reviews ensure that the agreement remains up-to-date and relevant.

4. Is a shareholder agreement the same as the company's constitution?

No, they are different documents. While the company’s constitution sets out general rules for the company’s governance, a shareholder agreement is more specific and addresses the shareholders’ concerns and business requirements.

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