What Are Drag-Along Rights? Drag-along rights (also called drag-along provisions or drag-through rights) are clauses in a shareholders' agreement that allow a majority shareholder—or a defined group of majority shareholders—to compel minority shareholders to join in the sale of a company. When a buyer wishes to acquire 100% of a company's shares, drag-along rights ensure [...]
The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, ushering in the most significant reform to Singapore's Companies Act in years. For most directors, the changes bring stricter accountability standards. For nominee directors specifically, CALA 2025 is a watershed moment — one that fundamentally alters the risk calculus of [...]
When a company is struck off the ACRA register — whether by ACRA's own motion or by voluntary application — it ceases to exist as a legal entity. Its assets vest in the Government, its contracts are at risk of falling away, and its directors and shareholders lose the ability to deal with its property [...]
Singapore's food and beverage (F&B) sector is one of the most vibrant and competitive in Southeast Asia — and one of the most heavily regulated. From the moment you decide to open a restaurant, café, food manufacturer, or food distribution business, you face a layered set of licensing, tax, employment, and corporate compliance obligations that [...]
Singapore is one of Asia's most attractive bases for e-commerce businesses. Low corporate tax rates, excellent digital infrastructure, strong intellectual property protections, and proximity to the world's fastest-growing consumer markets make it the jurisdiction of choice for online merchants, marketplace operators, and digital-first brands across the region. But operating an e-commerce business in Singapore also [...]
When founders, investors, and multinationals are deciding between Singapore and Hong Kong as their base of operations in Asia, the conversation often focuses on tax rates and incorporation costs. What receives less attention — but deserves more — is the comparative quality of the corporate governance framework and the regulatory obligations that directors and company [...]
The Corporate and Accounting Laws (Amendment) Act 2025 ("CALA 2025") commenced on 6 May 2026, and for nominee directors in Singapore, the changes are not cosmetic. The maximum fine for breaching core director duties has quadrupled, informal nominee arrangements have been made illegal, and automatic disqualification triggers have been expanded. If you serve as a [...]
When a Singapore company is struck off the ACRA register, it ceases to exist as a legal entity. Its bank accounts are frozen. Its contracts are technically unenforceable. Any property it held at the point of dissolution vests in the Singapore Government as bona vacantia. If business was left unfinished — pending litigation, uncollected debts, [...]
Board resolutions are the formal mechanism by which a Singapore company's directors exercise their collective authority. Whether the company is opening a bank account, appointing a new director, allotting shares, or approving a material transaction, the decision must be properly documented in a board resolution to be legally effective and to satisfy ACRA's record-keeping requirements [...]
When a company receives an acquisition offer, the last thing a potential buyer wants to discover is that a small minority shareholder can derail the entire deal. Drag-along rights exist precisely to prevent this — they give majority shareholders the contractual power to compel minority shareholders to sell their shares on the same terms when [...]