Corporate & Commercial Lawyers in Singapore

We act for founders, owner-managed businesses, family companies and corporate groups on the agreements a business runs on and the structure that sits underneath them.

Our lawyers also litigate. That matters more than it sounds: a contract is a description of what happens when things go wrong, and someone who has argued about these clauses in front of a judge drafts them differently from someone who has only ever filed them.

Where to start

Setting up. Choosing and registering the right vehicle, and getting the founding documents right while it is still cheap to do so. See company registration.

Agreeing who owns what. Shareholders’ agreements, founder arrangements and the provisions that decide what happens when someone wants out. More on that below.

Buying or selling a business. Share sales, asset sales, joint ventures and investments, on our mergers and acquisitions page.

Keeping the company in order. Statutory registers, board and shareholder meetings, filings and directors’ duties, on our corporate secretarial page.

Funds and family offices. Structuring, licensing and administration, on our fund structuring and administration page.

The agreements that matter most

Shareholders’ agreements. The single most valuable document a company with more than one owner can have, and the one most often skipped because everyone is getting along. It sets out how decisions are made, what needs unanimity, what happens on deadlock, how shares can be transferred and to whom, what a departing shareholder is paid and how that is valued, and what happens if a founder dies or wants to compete. Written early it is a short conversation; written during a dispute it is impossible.

Sale and purchase agreements. Whether of shares, of a business, or of specific assets, with the warranties, indemnities and disclosure that allocate the risk between the parties.

Supply, distribution and agency. Terms, territories, exclusivity, minimum volumes, termination and what happens to stock and customers at the end. Distribution arrangements are ended far more often than they are drafted, and the ending is where the money is.

Licensing and intellectual property. Who owns what was created, what may be done with it, and what happens on termination. See intellectual property.

Employment documents. Contracts, handbooks and restrictive covenants, covered on our employment page.

Structure, restructuring and governance

We advise on group structure, on holding company arrangements, on internal reorganisations and share transfers between related entities, and on the duties directors owe as circumstances change.

Directors’ duties are not decorative. They tighten as a company approaches insolvency, and decisions taken in that period can carry personal exposure. If a business is under financial strain, that is a conversation to have early: see bankruptcy for the personal side and take advice on the corporate side before, not after, difficult decisions are made.

Regional work

Where a deal crosses borders we work with trusted firms in Malaysia, Indonesia, Vietnam, Cambodia, China, Taiwan, Europe and Australia, putting together a team for the transaction rather than handing you a directory.

The structuring, the negotiation and the coordination generally sit here, with local counsel advising on local law where the assets or the entity are.

When it goes wrong

Commercial disagreements are our own litigators’ work rather than someone else’s. Shareholder disputes, breach of contract, terminated distributorships and unpaid invoices are dealt with on our civil litigation page, and where a contract requires arbitration, on our international arbitration page.

The practical benefit of that is upstream: we know which clauses actually get argued about, and we draft accordingly.

Corporate and commercial law in Singapore: frequently asked questions