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A Subscription Agreement is a binding contract between a company and investors who want to buy its shares or other securities. In Singapore, these agreements play a crucial role in private equity deals, startup funding rounds, and real estate investment trusts (REITs), spelling out exactly how many shares investors will purchase and at what price.

The agreement protects both sides by documenting key terms like payment schedules, investment amounts, and any special rights or restrictions. Under Singapore's Securities and Futures Act, companies must ensure these agreements contain accurate disclosures about the investment risks and comply with local prospectus requirements when offering securities to the public.

Use a Subscription Agreement when raising capital for your business through share offerings in Singapore. This document becomes essential during private placements, seed funding rounds, or when launching a new investment fund. It's particularly important for startups seeking early-stage investments and established companies expanding their shareholder base.

The timing usually aligns with significant business milestones: launching a new venture, scaling operations, or structuring investment vehicles like REITs. Companies must have this agreement in place before accepting any investment funds, as it satisfies MAS regulations and creates clear documentation of ownership rights, investment terms, and compliance with securities laws.

• Shares Subscription Agreement: Standard form for direct equity investments, commonly used for private company fundraising rounds
• Convertible Bond Subscription Agreement: For debt that converts to equity, popular with startups offering future conversion rights
• Advanced Subscription Agreement: Used for future equity rights, similar to SAFEs, with investment now and shares issued later
• Common Stock Subscription Agreement: Specifically for ordinary shares, typically used in later-stage companies
• Subscription Contract: Simplified version for straightforward share purchases, often used in smaller private placements

• Companies/Issuers: Singapore businesses seeking capital, from startups to established corporations, who create and offer the Subscription Agreement to potential investors
• Investors: Individual or institutional buyers subscribing to shares, including angel investors, venture capitalists, and private equity firms
• Corporate Lawyers: Draft and review agreements to ensure compliance with MAS regulations and Securities and Futures Act requirements
• Company Directors: Authorize and execute agreements on behalf of the issuing company
• Investment Bankers: Often facilitate larger subscription deals and help structure terms for institutional offerings

• Company Details: Gather corporate registration information, shareholding structure, and board resolutions authorizing the share issuance
• Investment Terms: Define share price, number of shares, class of shares, and payment terms clearly
• Investor Information: Collect full legal names, addresses, and identification details of all subscribing parties
• Compliance Check: Review MAS guidelines and Securities and Futures Act requirements for your specific offering type
• Documentation: Prepare supporting materials like shareholder certificates, company constitution, and disclosure statements
• Platform Support: Use our automated system to generate a customized, legally-compliant Subscription Agreement that includes all required elements

• Parties & Definitions: Full legal names, addresses, and clear definitions of key terms and share classes
• Subscription Details: Precise number of shares, price per share, and total investment amount
• Payment Terms: Clear payment schedule, method, and consequences of default
• Representations & Warranties: Company's authority to issue shares and investor's eligibility to purchase
• Regulatory Compliance: References to relevant MAS regulations and Securities and Futures Act provisions
• Execution Requirements: Signature blocks, witness provisions, and company seal requirements
• Governing Law: Explicit statement of Singapore law jurisdiction and dispute resolution methods

A Subscription Agreement differs significantly from a Bond Purchase Agreement in several key aspects, though both are investment instruments under Singapore's Securities and Futures Act. Understanding these differences helps you choose the right document for your specific investment scenario.

• Ownership Type: Subscription Agreements deal with equity ownership through shares, while Bond Purchase Agreements involve debt instruments with fixed repayment terms
• Investor Rights: Share subscribers typically gain voting rights and dividend eligibility; bondholders receive guaranteed interest payments and principal repayment
• Risk Profile: Equity subscribers share in company profits and losses; bondholders have priority in payment claims but limited upside potential
• Duration: Share subscriptions represent permanent ownership (unless sold), while bonds have fixed maturity dates
• Regulatory Requirements: Different MAS disclosure and compliance requirements apply to equity versus debt offerings in Singapore