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Fiscal Agent Agreement for Germany

Fiscal Agent Agreement Template for Germany

A Fiscal Agent Agreement governed by German law is a comprehensive legal document that establishes the relationship between an issuer of securities and a fiscal agent, typically a financial institution. The agreement outlines the fiscal agent's responsibilities in managing payments, maintaining records, and acting as a liaison between the issuer and security holders. Under German law, this agreement must comply with the German Civil Code (BGB), Banking Act (KWG), and relevant securities regulations, incorporating specific requirements for financial services and payment processing under German jurisdiction.

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What is a Fiscal Agent Agreement?

The Fiscal Agent Agreement is essential for securities issuances where an intermediary is needed to manage payment flows and administrative matters between the issuer and security holders. This document, governed by German law, establishes the comprehensive framework for the fiscal agent's duties, including payment processing, record keeping, and communication facilitation. It is typically used when companies or financial institutions issue bonds, notes, or other debt securities in the German market or when parties choose German law as the governing law for international securities transactions. The agreement must align with German banking regulations, securities laws, and civil code requirements, making it particularly suitable for issues with a German nexus or parties seeking the reliability of the German legal framework.

What sections should be included in a Fiscal Agent Agreement?

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

2. Background: Describes the context of the agreement, including details of the underlying securities or debt instruments

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles

4. Appointment and Duties: Sets out the appointment of the fiscal agent and scope of services

5. Payment Provisions: Details the mechanisms for handling payments to security holders

6. Operational Requirements: Specifies day-to-day operational procedures and requirements

7. Fiscal Agent's Undertakings: Lists specific obligations and commitments of the fiscal agent

8. Issuer's Undertakings: Details the obligations and commitments of the issuer

9. Fees and Expenses: Specifies the compensation structure and expense reimbursement

10. Tax Matters: Addresses tax-related obligations and procedures

11. Liability and Indemnification: Sets out the liability framework and indemnification provisions

12. Termination: Details the circumstances and procedures for termination

13. Notices: Specifies how formal communications between parties should be made

14. Governing Law and Jurisdiction: Specifies German law as governing law and sets out jurisdiction for disputes

What sections are optional to include in a Fiscal Agent Agreement?

1. Additional Agents: Required when additional agents (such as paying agents or calculation agents) are appointed

2. Securities Registration and Transfer: Needed for agreements involving registered securities

3. Electronic Instructions: Required when electronic instruction systems are used

4. Force Majeure: Optional section detailing force majeure events and consequences

5. Sanctions Compliance: Required for international transactions subject to sanctions regulations

6. Data Protection: Required when personal data processing is involved

7. Successor Agent Provisions: Detailed provisions for appointment of successor agents

What schedules should be included in a Fiscal Agent Agreement?

1. Schedule 1 - Forms of Securities: Templates of the securities or certificates to be issued

2. Schedule 2 - Operating Procedures: Detailed procedures for day-to-day operations and payment processing

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms

4. Schedule 4 - Form of Transfer Documents: Templates for transfer forms and related documents

5. Schedule 5 - Contact Details: List of authorized representatives and contact information

6. Schedule 6 - Know Your Customer Requirements: Documentation requirements for regulatory compliance

7. Appendix A - Form of Effective Date Notice: Template for confirming the effective date of the agreement

8. Appendix B - Form of Termination Notice: Template for termination notifications

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

Germany

Publisher

Ƶ

Document Type

Agency Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions

















































Clauses






























Relevant Industries

Banking

Financial Services

Capital Markets

Corporate Finance

Investment Banking

Asset Management

Securities Services

Treasury Services

Public Sector

Insurance

Relevant Teams

Legal

Finance

Treasury

Compliance

Operations

Risk Management

Corporate Trust

Securities Services

Capital Markets

Client Relations

Administrative Services

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Compliance Officer

Securities Operations Manager

Relationship Manager

Bond Administrator

Corporate Trust Officer

Financial Controller

Risk Manager

Transaction Manager

Capital Markets Director

Corporate Secretary

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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