As part of a share purchase agreement, the buyer pays the purchase price and the parties execute share transfer documents after the conclusion. It is important to check the requirements and procedures of stamping within the framework of the jurisdiction concerned. Purchase and sale agreements generally contain a long down date until the terms of entry must be met, otherwise the contract is terminated. Singapore law distinguishes between the execution of simple contracts and the execution of deeds. If only one contracting party receives a real benefit from an agreement, the contract should generally be executed as an act so as not to be invalidated for lack of consideration. Certain documents, such as an instrument for transferring interest to real estate, mortgages, proxies (when they confer or authorize the offender to perform an act or provide a document on behalf of the donor) and contracts that are not backed by counterparties, must be executed in the form of documents. The execution of simple contracts is carried out by the signature of a duly accredited person of the company. Additional formalities must be followed for the execution by a Singapore company of acts that include the affixing of a corporate seal on the document or the absence of such a seal, the execution by two directors, a director and a secretary of the company or a director in the presence of a witness. Acts that must be performed by a natural person are usually performed in the presence of a witness. Failure to comply with the applicable enforcement procedures could lead to the invalidation and inapplicability of a document. As a general rule, the buyer and seller are required to comply with the terms of completion of the payment of the purchase benefit and the provision of property documents. Singapore`s M-A scene has more and more start-ups and venture capital funds. To facilitate such transactions and reduce transaction costs and trading time, the Singapore Venture Capital – Private Equity Association and the Singapore Academy of Law have recently collaborated with WongPartnership LLP and other law firms and organizations to create a number of venture capital agreements (VIMAs).
VIMAs include standardized documents for use in seed cycles and initial financing and currently include, among other things, a Series A maturity sheet and underwriting agreement, a shareholders` pact and a capital convertibility agreement.
