Non-Disclosure Agreement Template
A Non-Disclosure Agreement (NDA) is a legally binding contract between a provider and recipient of confidential material, knowledge or information (e.g. buyer-seller in potential mergers). It is an undertaking not to disclose such confidential information covered under the agreement. An NDA is common in many corporate settings where sensitive information…
Service Agreement Template
Engaging a service provider may be economically efficient, especially for small and medium enterprises who might not have the resources to employ individuals for these specific business needs. However, it is important that the service agreement comprehensively covers both parties’ rights and obligations under the agreement so as to reduce…
Freelance Service Agreement Template
Freelancers are self-employed persons who provide a diverse range of services from marketing to writing and even technological support. Hence, freelance services are constantly in demand in most industries, especially by owners of small and medium enterprises. A freelance service agreement should be watertight in spelling out both parties’ obligations…
Template for Resolution for Authorisation of Investment in the Shares of Another Company
Preamble The preamble to the resolution typically sets out the details of the proposed investment, including the: Documents that would be entered into (e.g. a Share Subscription Agreement if subscribing for shares issued by the company, or a Share Purchase Agreement if buying shares from another party) Value of the…
Template for Shareholders’ Resolutions for Share Allotments
The company’s constitution would typically provide that the Board of Directors (the “Board”) has the authority to issue (i.e allot) shares in the company. For example, clause 7(1) of the Model Constitution states: “Without prejudice to any special rights previously conferred on the holders of any existing shares or class…
Template for Resolutions Passed at a First Directors’ Meeting
Following the incorporation of a company, the first Board of Directors’ (the “Board”) meeting should be convened and a series of directors’ resolutions should be passed at that meeting in order to set up the basic structure of a functioning company. These resolutions may be contained in the same directors’…
Template for Resolutions for Authority to Act on a Share Purchase and Subscription Agreement
Once a Share Purchase Agreement (SPA) or a Share Subscription Agreement (SSA) has been entered into by the company, a resolution would typically be passed by the Board of Directors (the “Board”) to authorise a director or a senior employee to conduct the sale and purchase or subscription of shares.…
Template for Resolution for Change of Registered Address
A company that is incorporated in Singapore must, from the date of its incorporation, have a registered office within Singapore to which all communications and notices may be addressed. The registered office must also be open and accessible to the public for not less than 3 hours during ordinary business…
Template for Board Resolution for Approval/Allotment of Shares
Board Approval to Issue/Allot New Shares The company’s constitution would typically provide that the Board of Directors (the “Board”) has the authority to issue (i.e allot) shares in the company. For example, clause 7(1) of the Model Constitution states: “Without prejudice to any special rights previously conferred on the holders…
Template for Resolution for Transfer of Shares
In this guide and the resolution template, the shareholder intending to transfer their shares will be referred to as the “transferor”, while the shareholder intending to receive the transferred shares will be referred to as the “transferee”. Preamble to the Resolution The preamble to the resolution would typically describe the…
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