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Share Security Agreement Template for Singapore

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Key Requirements PROMPT example:

Share Security Agreement

"I need a Share Security Agreement under Singapore law for a holding company granting security over shares in its subsidiaries to secure a USD 50M syndicated facility to be signed by March 2025."

What is a Share Security Agreement?

The Share Security Agreement is commonly used in Singapore's financial markets where shares are provided as collateral for financing arrangements. This document is essential when a borrower or third party is granting security over shares to secure financial obligations. The agreement must comply with Singapore's regulatory requirements, including registration with ACRA where necessary. It typically includes detailed provisions on the scope of secured shares, rights over dividends and voting, enforcement mechanisms, and required regulatory compliance steps.

What sections should be included in a Share Security Agreement?

1. Parties: Identifies the security provider, security holder, and any other relevant parties

2. Background: Context of the security arrangement and underlying obligations

3. Definitions and Interpretation: Key terms and interpretation principles

4. Grant of Security: Core security creation provisions and scope of secured assets

5. Secured Obligations: Definition and scope of obligations being secured

6. Representations and Warranties: Standard securities-related representations

7. Covenants: Ongoing obligations regarding secured shares

8. Enforcement: Rights and remedies upon default

9. Power of Attorney: Appointment of security holder as attorney for enforcement

What sections are optional to include in a Share Security Agreement?

1. Further Assurance: Additional actions required to perfect security - used in complex security arrangements

2. Continuing Security: Provisions for maintaining security despite changes - used in long-term arrangements

3. Dividends and Voting Rights: Treatment of shareholder rights pre-enforcement - used when specific arrangements needed for corporate rights

What schedules should be included in a Share Security Agreement?

1. Schedule of Secured Shares: Details of shares subject to security

2. Form of Notice to Company: Standard notice informing company of security interest

3. Share Transfer Forms: Blank transfer forms for enforcement

4. Directors' Resolutions: Required corporate approvals

5. Shareholders' Resolutions: If shareholder approval required

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities and Futures Act (Cap. 289): Primary legislation governing securities trading, creation of security interests, and defining securities. Contains key requirements for dealing in securities and establishing security interests.

Companies Act (Cap. 50): Core legislation governing creation and registration of charges over shares, requirements for share transfers and pledges, and registration requirements with ACRA (Accounting and Corporate Regulatory Authority).

Personal Data Protection Act 2012: Legislation governing the collection, use, disclosure and handling of personal data of individuals involved in the security agreement.

Stamp Duties Act (Cap. 312): Legislation governing stamp duty implications and requirements for share transfers and creation of security interests.

Singapore Exchange (SGX) Rules: Regulatory framework applicable when listed shares are involved in the security agreement, including disclosure and compliance requirements.

MAS Guidelines: Regulatory guidelines from the Monetary Authority of Singapore covering financial regulatory requirements and anti-money laundering considerations.

Competition Act (Cap. 50B): Legislation to consider if the security arrangement could trigger ownership or control thresholds that may have competition law implications.

Singapore Contract Law: Common law principles governing formation and enforcement of contracts under Singapore jurisdiction.

Equitable Principles: Legal principles relating to security interests, including principles of equity and fairness in security arrangements.

Corporate Law Principles: Fundamental principles regarding share transfers, encumbrances, and corporate governance under Singapore law.

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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