Share subscription agreement template Singapore
A share subscription agreement sets out the terms on which an investor buys new shares in your company. FD AI drafts one in about 10 minutes, in a Basic, Standard or Complex version.
In FD AI: Written for a Singapore company and a simple investment (up to about S$750k, company under three years old).
What your share subscription agreement covers
- Basic, Standard or Complex
- Basic covers subscription, completion, confidentiality and governing law. Standard adds resolutions and warranties. Complex adds conditions, liability caps, undertakings and up to five investors.
- The parties
- The company, its founders and each investor, with each investor's shares and amount in a schedule.
- The shares
- New ordinary or preference shares, and how many each investor takes.
- Conditions
- Optional conditions before completion, such as board approval, a new shareholders' agreement, a new constitution, an ESOP or an IP assignment.
- Completion
- The investor pays, and the company delivers the signed resolutions and other documents.
- Warranties and limits
- Who gives the warranties, which ones, and caps on how much and for how long a claim can be made.
- Undertakings
- Optional promises by the investor, the company and the founders, such as material updates to investors.
When you need one
- When an angel or seed investor buys new shares in your company
- When a SAFE or convertible loan converts into shares
- When a co-founder or early employee buys into the company
- Whenever new shares are issued for money and the terms should be in writing
How it works
- Answer a few questionsPlain English, one at a time. Skip anything you are unsure of.
- FD AI drafts your share subscription agreementFrom Founders Doc's own lawyer-written wording, shaped around your answers.
- Check, edit and downloadChange any wording, ask FD AI to explain a clause, then download it as Word.
Common questions
Is a share subscription agreement the same as a share purchase agreement?
No. In a subscription the company issues new shares and the money goes to the company. In a purchase an existing shareholder sells shares they already own and the money goes to them.
Do our shareholders need to approve the new shares?
Yes. In Singapore directors need the shareholders' prior approval in general meeting before issuing shares, whatever the constitution says, and shares issued without it are void.
What do we file with ACRA?
A return of allotment. The new shares take effect only once ACRA updates the electronic register of members.
Can I issue preference shares?
Yes, but their rights must be written into the constitution, which usually means amending it. FD AI flags this; speak to a Founders Doc lawyer about the change.
Do we need a prospectus to issue shares to investors?
Usually not. Most private rounds rely on an exemption under the Securities and Futures Act, such as small offers (up to S$5 million in 12 months), private placements (up to 50 people in 12 months) or offers to accredited investors. Conditions apply, including limits on advertising the offer.
Is stamp duty payable on new shares?
Generally no. Singapore stamp duty applies to transfers of existing shares, not to new shares issued by the company. If existing shares also change hands in the same deal, that transfer may need to be stamped.
Do existing shareholders get the new shares first?
Only if the constitution or a shareholders' agreement gives them pre-emption rights. Check both: if the rights apply, the shares must be offered to existing shareholders first, or they must waive the right in writing before completion.
Related templates
Related reading
More free templates
Ready to draft your share subscription agreement?
Your first 3 documents are free · no card needed. A Founders Doc lawyer is one click away if you want a review.
This page is general information, not legal advice. Every deal is different — for advice on your situation, talk to a Founders Doc lawyer.