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Receivables Purchase Agreement for Malaysia

Receivables Purchase Agreement Template for Malaysia

A comprehensive agreement governed by Malaysian law that documents the sale and purchase of receivables between a seller and purchaser. The agreement sets out the terms and conditions for the transfer of receivables, including purchase price calculations, representations and warranties, perfection requirements, and ongoing obligations of the parties. It incorporates Malaysian legal requirements including those under the Contracts Act 1950, Financial Services Act 2013, and relevant stamp duty regulations, while providing mechanisms for the effective transfer and collection of receivables.

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What is a Receivables Purchase Agreement?

A Receivables Purchase Agreement is a critical document used in trade finance and receivables financing transactions in Malaysia. It enables businesses to monetize their accounts receivable by selling them to financial institutions or other purchasers, thereby improving their working capital position. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950, Civil Law Act 1956, and Financial Services Act 2013. It typically includes detailed provisions on eligibility criteria for receivables, purchase price mechanisms, representations about the validity of receivables, notice requirements, and servicing arrangements. This document is particularly important in the Malaysian market where receivables financing is a key source of working capital for businesses across various sectors.

What sections should be included in a Receivables Purchase Agreement?

1. Parties: Identification of the Seller and Purchaser

2. Background: Context of the transaction and brief description of the receivables

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase: Core provisions regarding the sale and purchase of receivables

5. Purchase Price and Payment: Calculation and payment terms for the receivables

6. Conditions Precedent: Conditions that must be satisfied before purchases can occur

7. Representations and Warranties: Seller's representations about the receivables and business

8. Perfection Requirements: Requirements for legally perfecting the transfer of receivables

9. Notice and Communication: Requirements for notices to debtors and other communications

10. Covenants: Ongoing obligations of the parties

11. Events of Default: Circumstances constituting default and consequences

12. Termination: Provisions for ending the agreement

13. Confidentiality: Protection of confidential information

14. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

What sections are optional to include in a Receivables Purchase Agreement?

1. Servicing Arrangements: Required if the Seller continues to service the receivables post-sale

2. Credit Enhancement: Include if there are guarantees or other credit support mechanisms

3. Back-up Servicing: Include if there's a back-up servicer arrangement

4. Security Provisions: Required if security is being provided for any obligations

5. Multiple Seller Provisions: Include if there are multiple sellers or originators

6. True Sale Provisions: Enhanced provisions to ensure characterization as true sale if required

7. Data Protection: Enhanced provisions if dealing with personal data

8. Tax Provisions: Detailed tax provisions if specific tax treatment is important

What schedules should be included in a Receivables Purchase Agreement?

1. Schedule 1 - Eligibility Criteria: Criteria for receivables to be eligible for purchase

2. Schedule 2 - Form of Purchase Notice: Template for notices of receivables to be purchased

3. Schedule 3 - Receivables Information: Required information about each receivable

4. Schedule 4 - Form of Transfer Documents: Templates for transfer/assignment documents

5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating purchase price

6. Schedule 6 - Conditions Precedent Documents: List of required closing documents

7. Schedule 7 - Notice Forms: Templates for notices to debtors and other parties

8. Appendix A - Existing Receivables: List of initial receivables being purchased (if applicable)

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

Malaysia

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions







































Clauses
































Relevant Industries

Banking & Financial Services

Manufacturing

Trading & Distribution

Technology

Telecommunications

Healthcare

Construction

Retail

Energy & Utilities

Automotive

Agriculture

Logistics & Transportation

Relevant Teams

Legal

Finance

Treasury

Credit

Risk Management

Operations

Compliance

Commercial

Accounts Receivable

Business Development

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Financial Controller

Legal Counsel

Commercial Director

Accounts Receivable Manager

Risk Manager

Operations Director

Business Development Manager

Contract Manager

Compliance Officer

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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