This agreement is for use by Southeast Asian companies looking to redomicile or flip to Singapore. Our experience is that, with a few exceptions, most Southeast Asian tech startups wishing to raise capital from professional investors end up being domiciled in Singapore (either to attract investment or as a requirement of their investors).
Flipping to a new jurisdiction can be done in two ways: either by a transfer of shares or by a transfer of assets. Please see our guides to raising seed capital in southeast asia for more information on the different processes involved. This agreement is for the first option – where the shares in your existing company are transferred to a newly incorporated Singapore company. That new company then issues shares to the shareholders of the existing company in equal proportions. These are separate corporate transactions in two different jurisdictions requiring legal and tax advice in each of those jurisdictions.
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