Understanding Drag-Along Rights in Singapore Shareholder Agreements

If you have ever negotiated a shareholders' agreement for a Singapore company, you will have encountered the concept of drag-along rights — one of the most powerful and sometimes contentious clauses in any equity arrangement. Understanding how drag-along rights work, when they are triggered, and how to draft them fairly is essential for any founder, [...]

Treasury Shares in Singapore: What Directors Need to Know

Treasury shares are a powerful but often misunderstood corporate tool available to Singapore private limited companies. Under the Companies Act (Cap. 50), a company can buy back its own shares and hold them as treasury shares — neither cancelling them nor redistributing them immediately — to be reissued later at the board's discretion. Done correctly, [...]

Director Duties and Personal Liability in Singapore 2026: A Founder’s Practical Guide

On 6 May 2026, the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced in Singapore. Among its most significant changes: the maximum fine for breaching a director's duties under Section 157 of the Companies Act (Cap. 50) quadrupled from S$5,000 to S$20,000, with imprisonment of up to 12 months added as a potential [...]

Shareholder Agreements for Singapore Private Limited Companies: Why You Need One and What to Include (2026)

When founders incorporate a private limited company in Singapore, they typically focus on the ACRA registration, bank account opening, and getting the business running. The company Constitution gets filed with ACRA, shares are allotted, and everyone gets to work. What often falls through the cracks — sometimes with serious consequences — is the shareholder agreement. [...]

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