Shareholders Agreement in Singapore: Template and Key Clauses (2026)

A shareholders agreement in Singapore is a private contract among the shareholders of a company (and often the company itself) that sets out how they will run and share control of the business. It sits alongside the company constitution and covers the things the constitution leaves out or keeps private: who sits on the board, which decisions need special approval, how shares can be sold, and what happens if the owners fall out. For any company with more than one owner, it is the document that prevents most serious disputes. This is general information, not legal advice. The enforceability of specific terms depends on your facts and can change, so confirm the current position before relying on a clause. ## How it works with the constitution Under the Companies Act 1967, a Singapore company must have a constitution, which is its public rulebook filed with ACRA (the Accounting and Corporate Regulatory Authority). The shareholders agreement is a separate, private contract. The constitution binds the company and its members on company-law matters; the shareholders agreement binds the people who sign it on the commercial deal between them. Where they can conflict, a well drafted shareholders agreement says which document prevails between the parties, and the constitution is often amended to match. Keeping the two consistent is part of the job. ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` SHAREHOLDERS AGREEMENT Parties: [each Shareholder] and [the Company] Date: [date] 1. SHARES AND CAPITAL The current shareholding is set out in Schedule 1. New shares are issued only as allowed in clause [x]. 2. BUSINESS The Company's business is [description]. It will not change materially without approval under clause 4. 3. BOARD AND MANAGEMENT The board has [number] directors. [Shareholder] may appoint [number]. The chair is [person/method]. Day to day management rests with [the board / named officers]. 4. RESERVED MATTERS The following decisions need the approval of [percentage of shareholders / named shareholders]: changing the business, issuing shares, borrowing above [amount], related-party deals, selling the company, [others]. 5. ISSUE OF NEW SHARES (PRE-EMPTION) New shares are first offered to existing shareholders in proportion to their holdings before anyone else. 6. TRANSFER OF SHARES A shareholder wishing to sell first offers the shares to the others (right of first refusal). Transfers otherwise need approval under clause 4. 7. TAG-ALONG AND DRAG-ALONG If a majority sells, minority holders may join on the same terms (tag-along). A qualifying majority may require minority holders to sell on the same terms (drag-along). 8. DIVIDENDS The dividend policy is [description], subject to the Company's needs and the Companies Act solvency rules. 9. DEADLOCK If the board or shareholders cannot agree on a reserved matter, the parties will [escalate to senior representatives / mediate / use a buy-sell mechanism] as set out in clause [x]. 10. RESTRICTIVE COVENANTS Shareholders active in the business do not compete or solicit during their involvement and for [period] after, so far as enforceable. 11. EXIT The parties intend [an eventual sale / listing]. Provisions on exit and valuation are in clause [x]. 12. DISPUTES AND GOVERNING LAW Governed by Singapore law. Disputes resolved by [arbitration in Singapore / the courts of Singapore]. This agreement prevails over the constitution between the parties. Schedule 1: Shareholding

- A reserved-matters list that is too long, so routine decisions stall, or too short, so a minority is unprotected.
- Forgetting pre-emption, letting a majority dilute a minority at will.
- Leaving out a deadlock mechanism in a 50/50 company, the single most common cause of a frozen business.
- Letting the agreement and the constitution drift apart, so it is unclear which governs. ## Enforcement and disputes Many Singapore shareholders agreements choose arbitration, often seated in Singapore, for confidentiality and enforceability, though the courts also hear shareholder disputes and offer remedies for minority oppression under the Companies Act. Pick the forum deliberately rather than leaving a bare governing-law line. <!-- [VERIFY] current section reference for the oppression remedy under the Companies Act 1967 before citing a section number --> ## Keeping the agreement and the cap table together A shareholders agreement is a living document. It changes with each funding round, new investor, option grant and share transfer, and it must stay in step with the constitution and the cap table filed at ACRA. When these live in separate files and inboxes, it becomes unclear who owns what and which version of the deal is current. Drafting an agreement like this, checking a reserved-matters or transfer clause against the constitution, editing a term in plain language and holding every version with its date can live in one AI workspace tuned to how your company contracts. Adira is built around that single workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can see more at [its site](https://adiralaw.com). For a simple two-owner company the skeleton above is enough on its own. The point worth taking is that the agreement, the constitution and the cap table are easier to trust when they stay in one place and in step.