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Shareholders' Agreement Template (Singapore)

A shareholders' agreement governs the relationship between the shareholders of a Singapore private limited company (Pte. Ltd.) and supplements the company's constitution under the Companies Act (Cap. 50). Our free Singapore shareholders' agreement template covers share transfer restrictions, pre-emption rights, tag-along and drag-along provisions, board composition, dividend policy, and deadlock resolution — giving Singapore founders and investors the protection they need from day one.

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SHAREHOLDERS AGREEMENT
THE COMPANY
InnoTech Pte. Ltd.
30 Cecil Street, #22-01, Singapore 049712 · UEN 202187654Z
By: Tan Ah Kow, Director
SHAREHOLDER A
Lim Wei Ming
10 Orchard Road, #05-01, Singapore 238840 · UEN/NRIC S8012345A
By: Lim Wei Ming
SHAREHOLDER B
Priya Nair
20 Marina Boulevard, #08-02, Singapore 018981 · UEN/NRIC S9056789B
By: Priya Nair
Effective: 25 April 2026
Share Structure: 51% / 49% · Total Shares: 1,000,000
This Shareholders Agreement ("Agreement") is entered into as of 25 April 2026 by and among InnoTech Pte. Ltd. (UEN 202187654Z) (the "Company"), Lim Wei Ming ("Shareholder A"), and Priya Nair ("Shareholder B") (Shareholder A and Shareholder B together, the "Shareholders"). The parties agree as follows in accordance with the Companies Act (Cap 50) of Singapore and the Company's Constitution:
1.
INTERPRETATION
In this Agreement: "Board" means the board of directors of the Company. "Business Day" means a day (other than Saturday, Sunday, or a public holiday) on which commercial banks are open for business in Singapore. "Constitution" means the constitution of the Company as amended from time to time. "Distributable Profits" has the meaning given by section 403 of the Companies Act (Cap 50). "Fair Market Value" means the value of shares as determined by an independent chartered accountant appointed by the parties or, in default of agreement, by the President of the Institute of Singapore Chartered Accountants. "Shares" means ordinary shares in the capital of the Company. "Transfer" includes any sale, assignment, pledge, mortgage, charge, or other encumbrance of Shares.
2.
SHARE STRUCTURE
As at the date of this Agreement, the Company has 1,000,000 issued Shares comprising ordinary shares. Shareholder A holds 51% of the issued Shares and Shareholder B holds 49% of the issued Shares. Each ordinary share carries one (1) vote. The Shareholders acknowledge that the Company was incorporated under and is regulated by the Companies Act (Cap 50) and that this Agreement supplements (and does not replace) the Company's Constitution.
3.
MANAGEMENT AND BOARD COMPOSITION
The business and affairs of the Company shall be managed by the Board. The Board shall comprise two (2) directors, one (1) nominated by Shareholder A and one (1) nominated by Shareholder B. Each Shareholder entitled to nominate a director may also remove and replace their nominated director(s) by written notice to the Company and the other Shareholders. At least one (1) director shall be ordinarily resident in Singapore at all times, as required by section 145 of the Companies Act (Cap 50). The Chairman of the Board shall be appointed by Shareholder A. The quorum for a Board meeting shall be a majority of directors, provided at least one (1) director nominated by each Shareholder is present. Board resolutions shall be passed by a simple majority of directors present and voting, except for Reserved Matters which are governed by clause 5.
4.
SHAREHOLDER MEETINGS
Annual general meetings shall be held in accordance with section 175 of the Companies Act (Cap 50). The quorum for a general meeting shall be two (2) Shareholders present in person or by proxy. Ordinary resolutions shall be passed by a simple majority of votes cast. Special resolutions (as defined in the Companies Act) require at least 75% of votes cast. Extraordinary general meetings may be convened by any director or by a Shareholder holding not less than 10% of the voting Shares, on not less than fourteen (14) days' written notice (or such shorter period as all Shareholders may agree). Shareholders may participate in meetings by telephone, video conference, or other electronic means under section 178A of the Companies Act (Cap 50).
5.
RESERVED MATTERS
The following matters ("Reserved Matters") require the approval of a supermajority of not less than 75% of the Shareholders in addition to any approval required by the Companies Act (Cap 50) or the Company's Constitution: (a) any amendment to the Company's Constitution; (b) any increase, reduction, or variation of the share capital of the Company or the rights attaching to any class of Shares; (c) the creation, issue, or allotment of any new Shares or securities convertible into Shares; (d) any merger, acquisition, joint venture, or disposal of a material part of the Company's business or assets (exceeding S$100,000 in aggregate in any financial year); (e) any borrowing or guarantee in excess of S$200,000 in aggregate (other than normal trade credit); (f) any change in the nature or scope of the Company's principal business; (g) the appointment or removal of the Company's external auditors; (h) the voluntary winding up or dissolution of the Company; (i) any related-party transaction between the Company and any Shareholder or their associates; and (j) the declaration or payment of any special or extraordinary dividend.
6.
DIVIDENDS AND DISTRIBUTIONS
Dividends shall be declared at the discretion of the Board, having regard to the Company's cash flow, capital requirements, and business plan. All dividends shall be paid to Shareholders pro rata to their respective shareholdings at the record date. The Company shall maintain proper accounts in accordance with the Companies Act (Cap 50) and Singapore Financial Reporting Standards. The Board shall procure that the Company's annual financial statements are audited by a qualified auditor appointed in accordance with section 205 of the Companies Act (Cap 50) and that audited accounts are provided to each Shareholder within four (4) months of the end of each financial year. Management accounts shall be provided to each Shareholder monthly within thirty (30) days of month-end.
7.
TRANSFER RESTRICTIONS
No Shareholder may Transfer any Shares without first offering them to the other Shareholders in accordance with this clause ("Right of First Refusal" or "ROFR"). The selling Shareholder ("Selling Shareholder") shall give written notice ("Transfer Notice") to the other Shareholders and the Company specifying: (a) the number of Shares proposed to be transferred; (b) the price and terms offered by any bona fide third-party purchaser; and (c) the identity of the proposed purchaser. The non-selling Shareholders shall have thirty (30) days from receipt of the Transfer Notice to elect to purchase all (but not part only, unless otherwise agreed) of the offered Shares at the same price and on the same terms. If the non-selling Shareholders do not exercise the ROFR within that period, the Selling Shareholder may complete the Transfer to the identified third-party purchaser at no less than the price specified in the Transfer Notice within sixty (60) days thereafter.
8.
TAG-ALONG RIGHTS
If any Shareholder (the "Selling Shareholder") proposes to Transfer Shares representing 75% or more of the total issued Shares to a bona fide third-party purchaser (a "Qualifying Sale"), each other Shareholder (a "Tag-Along Shareholder") shall have the right to participate in such Qualifying Sale and sell their respective Shares on the same terms and at the same price per Share as the Selling Shareholder ("Tag-Along Right"). The Selling Shareholder shall give not less than twenty-one (21) days' written notice to all other Shareholders before completing a Qualifying Sale. If a Tag-Along Shareholder wishes to exercise its Tag-Along Right, it must notify the Selling Shareholder in writing within fifteen (15) Business Days of receipt of the notice.
9.
DRAG-ALONG RIGHTS
If a Shareholder (or group of Shareholders) holding in aggregate more than 75% of the issued Shares (the "Dragging Shareholders") receives a bona fide written offer from a third party (the "Acquirer") to acquire 100% of the issued Shares at Fair Market Value or above, the Dragging Shareholders may require all other Shareholders (the "Dragged Shareholders") to sell all their Shares to the Acquirer on the same terms and at the same price per Share ("Drag-Along Right"). The Dragging Shareholders shall give not less than thirty (30) days' written notice before exercising the Drag-Along Right. Each party shall execute all documents and take all steps reasonably necessary to complete the sale.
10.
FINANCING AND CAPITAL CONTRIBUTIONS
No Shareholder is obligated to make any additional capital contributions beyond their initial subscription for Shares. If the Board determines (by unanimous resolution) that additional funding is required and no third-party funding is available on commercially reasonable terms, the Board shall offer the Shareholders the right to subscribe for new Shares pro rata to their existing shareholdings on terms approved by the Board. If any Shareholder declines to subscribe, the other Shareholder(s) may subscribe for the declining Shareholder's pro rata portion, subject to clause 7 (Reserved Matters) and any applicable anti-dilution provisions. Shareholder loans shall only be made on arms-length commercial terms approved by the Board.
11.
ACCOUNTS AND AUDIT
The Company shall maintain proper and complete accounting records in accordance with Part 6 of the Companies Act (Cap 50) and Singapore Financial Reporting Standards (SFRS). The Company's financial year shall end on 31 December each year unless otherwise agreed. Audited financial statements shall be prepared and filed with ACRA in accordance with the Companies Act (Cap 50). Each Shareholder shall have the right, on reasonable notice, to inspect the books and records of the Company and to appoint an accountant to conduct a financial review at that Shareholder's expense. The Company shall provide each Shareholder with: (a) unaudited monthly management accounts within thirty (30) days; (b) unaudited quarterly accounts within forty-five (45) days of each quarter-end; and (c) audited annual accounts within four (4) months of each financial year-end.
12.
DEADLOCK
A "Deadlock" shall be deemed to occur if: (a) the Board is unable to pass a resolution on a material matter after two (2) consecutive meetings duly convened for that purpose at least fourteen (14) days apart; or (b) the Shareholders are unable to agree on a Reserved Matter after good faith discussions lasting not less than thirty (30) days. Upon a Deadlock: (i) senior management of each Shareholder shall meet and attempt to resolve the matter within fifteen (15) Business Days; (ii) if unresolved, the Shareholders shall engage a mutually agreed mediator under the Singapore Mediation Centre for twenty-one (21) days; (iii) if mediation fails, either Shareholder may serve a "Deadlock Notice" offering to buy the other Shareholder's shares at Fair Market Value; (iv) the receiving Shareholder may either accept the offer or exercise a reverse right to purchase the offering Shareholder's shares at the same price ("Russian Roulette" mechanism).
13.
DEFAULT AND BREACH
The following events shall constitute a "Default Event" in respect of a Shareholder: (a) material breach of any obligation under this Agreement that is not remedied within thirty (30) days of written notice; (b) insolvency, bankruptcy, liquidation, or the appointment of a judicial manager, receiver, or equivalent; (c) fraud or criminal conviction involving dishonesty; (d) voluntary transfer of Shares in breach of this Agreement; or (e) resignation or removal as a director (where appointed) without replacement. Upon a Default Event, the non-defaulting Shareholder(s) shall have the right (but not obligation) to purchase all (but not part only) of the defaulting Shareholder's Shares at Fair Market Value, or at a discount of twenty percent (20%) to Fair Market Value if the Default arises from clause (a), (c), or (d) above. The purchase right shall be exercised by written notice within sixty (60) days of the Default Event.
14.
EXIT PROVISIONS
The Shareholders shall use commercially reasonable endeavours to achieve an exit event within five (5) years from the date of this Agreement. An "Exit Event" includes: (a) an initial public offering ("IPO") on the Singapore Exchange (SGX) or another recognised stock exchange; (b) a trade sale of 100% of the Shares or substantially all assets to a third party; or (c) a secondary sale of a majority of Shares to a reputable institutional or strategic investor. If an Exit Event has not occurred within five (5) years and one Shareholder wishes to exit, the Shareholder wishing to exit may trigger the Deadlock mechanism in clause 12 or require the Company to appoint a financial adviser to identify a purchaser for the exiting Shareholder's Shares at Fair Market Value.
15.
CONFIDENTIALITY
Each party shall keep confidential all information relating to the other parties and the Company that is not in the public domain, and shall not disclose such information to any third party without prior written consent, save as required by Singapore law, MAS guidelines, SGX listing rules, or court order. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years. Each party shall comply with the Personal Data Protection Act 2012 (PDPA) in respect of any personal data processed in connection with this Agreement.
16.
INTELLECTUAL PROPERTY
All intellectual property created by the Company belongs to the Company. No Shareholder shall have any licence to use the Company's intellectual property except to the extent necessary for the performance of their duties as director or in their capacity as a shareholder. Upon a Transfer of Shares, the transferring Shareholder shall have no further rights to the Company's intellectual property. The Company's rights under this clause are in addition to its rights under the Copyright Act 2021 and any other applicable Singapore intellectual property legislation.
17.
RIGHTS OF THIRD PARTIES
Save as expressly provided in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 (Cap 53B) to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any person who is not a party to it.
18.
ANTI-DILUTION PROVISIONS
If the Company issues new Shares at a price per Share lower than the price per Share paid by any existing Shareholder ("Down Round"), the diluted Shareholder shall be entitled to receive such number of additional Shares (or equivalent economic adjustment as the Board determines to be commercially reasonable) as is necessary to preserve their economic position on a broad-based weighted average basis, adjusting the effective price per Share held by the protected Shareholder to reflect the new weighted average issue price calculated as: (Existing Shares × Old Price + New Shares × New Price) ÷ (Existing Shares + New Shares). This right applies only to bona fide new equity issuances and not to: (a) Shares issued under employee equity incentive plans approved by the Shareholders; (b) Shares issued on conversion of existing convertible instruments; or (c) bonus or scrip issues. Any adjustment shall require the approval of the Board (excluding any director nominated by the diluting Shareholder) and shall be implemented in accordance with the Companies Act (Cap 50) within thirty (30) days of the Down Round closing.
19.
PRE-EMPTIVE RIGHTS
Before the Company issues any new Shares or securities convertible into Shares (other than pursuant to an approved equity incentive plan or conversion of existing instruments), the Company shall give written notice ("Issuance Notice") to each Shareholder specifying the number of Shares to be issued, the proposed price, and the terms of subscription. Each Shareholder shall have the right (but not obligation) to subscribe for new Shares pro rata to their existing shareholding ("Pre-Emptive Right") within twenty-one (21) days of the Issuance Notice. If any Shareholder does not exercise their Pre-Emptive Right in full, the other Shareholders may subscribe for the unsubscribed portion on a pro rata basis. Only shares not subscribed by existing Shareholders may be offered to third parties, and only on terms no more favourable than those in the Issuance Notice. This clause operates alongside and supplements any pre-emption rights in the Company's Constitution under the Companies Act (Cap 50).
20.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore. The parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore, including the Singapore High Court and the Singapore International Commercial Court (SICC) as appropriate, for the resolution of any dispute arising out of or in connection with this Agreement. Each party waives any objection to proceedings in Singapore on the grounds of inconvenient forum.
21.
LIQUIDATED DAMAGES
The parties acknowledge that the precise amount of loss arising from a breach of the transfer restriction (clause 7), the ROFR (clause 7), the drag-along / tag-along provisions (clauses 8 and 9), or the reserved matters clause (clause 5) would be difficult to quantify. Accordingly, a Shareholder who commits such a breach shall pay to the non-breaching Shareholder(s) liquidated damages equal to ten percent (10%) of the Fair Market Value of the Shares to which the breach relates, as a genuine pre-estimate of the minimum loss caused. This clause is intended to be enforceable as a legitimate remedy consistent with Cavendish Square Holding BV v Talal El Makdessi [2016] AC 1172 as applied in Singapore. Liquidated damages are payable in addition to (and not in substitution of) any other remedies including specific performance or injunctive relief.
22.
ELECTRONIC EXECUTION AND COUNTERPARTS
This Agreement may be executed in counterparts, each of which constitutes an original, and all counterparts together form one instrument. Electronic signatures are valid and enforceable under the Electronic Transactions Act 2010 (Cap 88) and have the same legal effect as handwritten signatures.
23.
GENERAL PROVISIONS
Entire Agreement: This Agreement (together with the Company's Constitution) constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior understandings, negotiations, and agreements. Amendment: No amendment is valid unless in writing and signed by all parties. Severability: If any provision is held invalid by a Singapore court or arbitral tribunal, the remaining provisions shall continue in full force. Waiver: No waiver by any party of any breach shall constitute a waiver of any subsequent breach. Relationship of Parties: Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. Costs: Each party shall bear its own legal costs in connection with the preparation and execution of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
THE COMPANY
Tan Ah Kow
Director
InnoTech Pte. Ltd.
Date: ____________________
SHAREHOLDER A
Lim Wei Ming
Lim Wei Ming
Date: ____________________
SHAREHOLDER B
Priya Nair
Priya Nair
Date: ____________________

What Is a Shareholders' Agreement?

A shareholders' agreement is a private contract between the shareholders of a company — in Singapore, most commonly a private limited company (Pte. Ltd.) incorporated under the Companies Act (Cap. 50) — that governs how the company is managed and how the shareholders' relationship with each other and with the company will operate. Unlike the company's constitution (articles of association), a shareholders' agreement is a private document not lodged with ACRA and not available to the public. It gives shareholders a confidential, flexible mechanism to agree on matters not fully addressed by the Companies Act or the constitution.

In Singapore, a shareholders' agreement is particularly important for start-ups, joint ventures, and family businesses where the shareholders need to agree on protections that go beyond the statutory minimum under the Companies Act (Cap. 50). Key provisions include: who can be appointed to the board of directors; how decisions are made (unanimous consent vs majority); what happens if a shareholder wishes to sell their shares (pre-emption rights); whether majority shareholders can force minority holders to sell alongside them (drag-along rights); and whether minority holders can sell on the same terms as a departing majority holder (tag-along rights). These provisions are difficult to achieve through the constitution alone and are best set out in a shareholders' agreement.

Singapore law provides statutory protections for minority shareholders under section 216 of the Companies Act (Cap. 50), which allows a shareholder to petition the Singapore High Court for relief if the company's affairs are conducted in a manner that is oppressive to, or in disregard of, the shareholder's interests. A well-drafted shareholders' agreement reduces the risk of oppression disputes by establishing clear governance rules from the outset. Singapore shareholders should also be aware that ACRA requires all Singapore-incorporated companies to file shareholder information via BizFile, but the shareholders' agreement itself is not filed — maintaining commercial confidentiality.

What This Template Covers

Our Singapore shareholders' agreement template addresses the full spectrum of shareholder governance issues for Singapore private limited companies.

Parties and Company Details

Names, NRIC/passport numbers, UEN of the company, and details of each shareholder's initial shareholding.

Share Ownership and Capital

Current issued share capital, class of shares, and each shareholder's percentage holding.

Pre-Emption Rights on Transfer

Obligation for a selling shareholder to first offer shares to existing shareholders pro rata before selling to a third party.

Tag-Along Rights

Right of minority shareholders to sell their shares on the same terms when a majority shareholder exits — protecting minority Singapore shareholders.

Drag-Along Rights

Right of majority shareholders to compel minority shareholders to sell on the same terms in a trade sale or exit — facilitating clean Singapore exit transactions.

Board Composition and Reserved Matters

Rights to appoint directors, quorum requirements, and matters requiring unanimous or supermajority shareholder consent.

Dividend Policy

Framework for declaring dividends — percentage of distributable profits to be declared, timing, and retained earnings policy.

Deadlock Resolution

Mechanisms for resolving shareholder deadlock: mediation at the Singapore Mediation Centre (SMC), buy-out provisions, or winding up.

Non-Compete and Non-Solicitation

Restrictions on shareholders engaging in competing businesses or soliciting key employees or customers.

Confidentiality

Obligation to keep company information confidential, consistent with the Trade Secrets Protection Act 2018.

New Share Issues (Anti-Dilution)

Process for issuing new shares, pre-emptive rights on new issues, and anti-dilution protection for existing Singapore shareholders.

Governing Law and Dispute Resolution

Singapore law as governing law; Singapore High Court or SIAC arbitration as agreed forum.

How to Create a Singapore Shareholders' Agreement

Follow these steps to produce a comprehensive shareholders' agreement for your Singapore Pte. Ltd.

  1. 1

    Record the Company and Shareholder Details

    Enter the company's full name, UEN, and registered address. List each shareholder's name, NRIC or passport number, and their current shareholding. Confirm the total issued share capital.

  2. 2

    Agree on Governance and Reserved Matters

    Decide how many directors each shareholder may appoint, what quorum is required for board and shareholder meetings, and which decisions require unanimous or supermajority approval — for example, issuing new shares, taking on debt above a threshold, or selling the business.

  3. 3

    Set Transfer Restrictions

    Configure pre-emption rights (right of first refusal), tag-along rights for minority shareholders, and drag-along rights for majority shareholders. Set the valuation method to be used when shares are transferred.

  4. 4

    Agree on Dividends, Non-Compete, and Deadlock

    Set the dividend policy, non-compete scope, and the mechanism for resolving shareholder deadlock — whether by mediation at the Singapore Mediation Centre (SMC), a buy-sell (shotgun) clause, or by winding up the company.

  5. 5

    Confirm Governing Law and Execute

    Confirm Singapore law and Singapore High Court jurisdiction. All shareholders and the company sign. Consider whether any shareholder resolutions need to be passed at a general meeting to authorise execution.

Legal Considerations

A Singapore shareholders' agreement operates alongside the Companies Act (Cap. 50) and the company's constitution. Understanding how these instruments interact is critical.

This template is provided for informational purposes only and does not constitute legal advice. For advice tailored to your situation, consult a Singapore-qualified lawyer or the Law Society of Singapore.

Reviewed for Singapore Law

Companies Act (Cap. 50) — Constitutional Framework

All Singapore private limited companies (Pte. Ltd.) are governed by the Companies Act (Cap. 50). The company's constitution (formerly memorandum and articles of association) sets out the company's internal rules and binds the company and its members. A shareholders' agreement sits alongside the constitution but is not filed with ACRA — it is a purely private arrangement. Where the shareholders' agreement conflicts with the constitution, the position under Singapore law is that the constitution prevails as between the company and its members, but the shareholders' agreement remains enforceable inter se between the shareholders as a matter of contract. Singapore companies should ensure their constitution and shareholders' agreement are consistent to avoid disputes.

Section 216 — Oppression of Minority Shareholders

Section 216 of Singapore's Companies Act (Cap. 50) allows a minority shareholder to apply to the Singapore High Court for relief where the company's affairs are conducted in a manner oppressive to, or in disregard of, the shareholder's interests as a member. The court may order the purchase of the petitioner's shares at a fair value, regulate the company's conduct, or wind up the company. A comprehensive shareholders' agreement with clear governance provisions, dispute resolution mechanisms, and fair valuation methodologies significantly reduces the risk of a section 216 petition being brought in Singapore courts.

Share Transfer Restrictions and ACRA Filing

Singapore private limited companies commonly restrict share transfers through the company's constitution and through the shareholders' agreement. Pre-emption rights in the shareholders' agreement require any selling shareholder to offer their shares to existing shareholders first. When shares are ultimately transferred, the transfer must be lodged with ACRA via BizFile and the company's share register updated. Stamp duty at 0.2% of the higher of the consideration or net asset value is payable to the Inland Revenue Authority of Singapore (IRAS) on the share transfer instrument.

Deadlock and Dispute Resolution in Singapore

Shareholder deadlock — where two equal shareholders cannot agree on a fundamental decision — is one of the most disruptive events in a Singapore private company's life. A shareholders' agreement should provide a clear resolution mechanism: escalation to senior management, mediation at the Singapore Mediation Centre (SMC), a buy-sell (shotgun) provision, or a winding-up trigger. Singapore's well-developed commercial mediation infrastructure at the SMC and SIAC arbitration are world-class options for resolving Singapore shareholder disputes confidentially and efficiently.

Frequently Asked Questions

Protect Your Singapore Company from Day One

Create a professional shareholders' agreement tailored to your Singapore Pte. Ltd. Fill in the details, download your PDF, and start your business relationship on solid legal ground.

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