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Paying Agency Agreement for Canada

Paying Agency Agreement Template for Canada

A Paying Agency Agreement is a formal contract used in Canadian financial markets that establishes the relationship between an issuer of securities or debt instruments and a financial institution acting as a paying agent. The agreement sets out the terms and conditions under which the paying agent will process and distribute payments to security holders on behalf of the issuer. It includes detailed provisions for payment mechanics, compliance with Canadian financial regulations, anti-money laundering requirements, and privacy laws. The document incorporates specific requirements under Canadian federal legislation such as the Bank Act and provincial securities laws, while establishing clear procedures for payment processing, reporting, and risk management.

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What is a Paying Agency Agreement?

The Paying Agency Agreement is a critical document used in Canadian financial markets when an issuer needs to appoint a financial institution to manage payment distributions to security holders. This agreement is particularly relevant for debt securities, bond issuances, and other financial instruments where regular payments need to be processed and distributed. The document details the paying agent's duties, payment procedures, compliance requirements, and risk management protocols, while ensuring adherence to Canadian federal and provincial regulations. It's commonly used in conjunction with securities offerings, bond issuances, and structured finance transactions, providing a robust framework for payment administration and financial intermediary services. The agreement must comply with Canadian banking regulations, securities laws, and anti-money laundering legislation, making it essential for established financial institutions operating in Canada.

What sections should be included in a Paying Agency Agreement?

1. Parties: Identifies the issuer, the paying agent, and any other relevant parties to the agreement

2. Background: Sets out the context of the agreement, including reference to any related securities or debt instruments

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Authority: Formal appointment of the paying agent and scope of authority

5. Duties of the Paying Agent: Detailed description of the paying agent's core responsibilities and obligations

6. Payment Procedures: Specific procedures for processing and distributing payments

7. Records and Reporting: Requirements for maintaining records and providing reports

8. Fees and Expenses: Details of compensation and reimbursement of expenses

9. Standard of Care: Establishes the required standard of care and performance

10. Compliance Requirements: Obligations regarding regulatory compliance, AML, and other applicable laws

11. Representations and Warranties: Standard representations and warranties from all parties

12. Liability and Indemnification: Limitations of liability and indemnification provisions

13. Term and Termination: Duration of the agreement and termination provisions

14. Confidentiality: Provisions regarding confidential information

15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

What sections are optional to include in a Paying Agency Agreement?

1. Additional Services: Details any additional services beyond basic paying agent duties, used when the agent provides extra services

2. Tax Matters: Specific provisions regarding tax withholding and reporting, included when relevant to the payment structure

3. Electronic Processing: Provisions for electronic payment processing and systems, included when electronic methods are used

4. Foreign Currency Provisions: Specific provisions for handling multiple currencies, included for cross-border payments

5. Sub-Agents: Provisions regarding the appointment and oversight of sub-agents, included when sub-agents may be needed

6. Force Majeure: Specific provisions for handling unforeseen events, included based on risk assessment

7. Business Continuity: Provisions regarding backup procedures and disaster recovery, included for critical payment services

What schedules should be included in a Paying Agency Agreement?

1. Schedule A - Fee Schedule: Detailed breakdown of all fees and charges

2. Schedule B - Payment Procedures: Detailed operational procedures for processing payments

3. Schedule C - Form of Payment Notice: Standard form for payment notifications

4. Schedule D - Authorized Signatories: List of authorized signatories and signature specimens

5. Schedule E - Service Levels: Detailed service level requirements and metrics

6. Appendix 1 - Compliance Requirements: Detailed compliance procedures and requirements

7. Appendix 2 - Required Reports: Templates and specifications for required reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Payment Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions










































Clauses


































Relevant Industries

Financial Services

Banking

Capital Markets

Investment Management

Corporate Finance

Securities Services

Trust Services

Insurance

Real Estate Investment

Infrastructure Finance

Government and Public Sector

Relevant Teams

Legal

Finance

Treasury

Operations

Compliance

Risk Management

Corporate Services

Securities Operations

Payment Operations

Relationship Management

Trust Services

Account Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Corporate Treasurer

Finance Director

Compliance Officer

Legal Counsel

Corporate Secretary

Operations Manager

Relationship Manager

Trust Officer

Payment Services Manager

Securities Operations Manager

Risk Manager

Account Manager

Financial Controller

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