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Form Of Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Form Of Subscription Agreement

"I need a Form of Subscription Agreement for our Singapore-based tech startup to issue 100,000 Series A preferred shares to a venture capital investor, with anti-dilution protection and board representation rights, to be completed by March 2025."

Document background
The Form of Subscription Agreement is a critical document used when a company wishes to issue new shares or securities to investors in Singapore. It serves as the primary contract governing the subscription process, outlining all essential terms including share price, quantity, payment conditions, and investor rights. This document must comply with Singapore's stringent regulatory requirements, particularly the Companies Act and Securities and Futures Act. The agreement is commonly used in both private and public offerings, providing legal protection to both the issuing company and subscribers while ensuring transparent disclosure of all material information.
Suggested Sections

1. Parties: Identification of the issuing company and subscriber

2. Background: Context of the subscription offering and company information

3. Definitions: Key terms used throughout the agreement

4. Subscription Details: Number, class, and price of shares/securities being subscribed

5. Payment Terms: Payment amount, method, and timing

6. Representations and Warranties: Statements of fact by both parties

7. Completion: Process and conditions for completing the subscription

8. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Anti-dilution Provisions: Protection against share dilution, used for preferred share subscriptions

2. Tag-Along Rights: Right to join in sale of shares, typically for minority investors

3. Board Representation: Rights to appoint directors, used for significant investments

4. Information Rights: Rights to receive company information, for major investors

Suggested Schedules

1. Share Certificate: Form of share certificate to be issued

2. Disclosure Schedule: Detailed disclosures against warranties

3. Shareholders' Agreement: If applicable, terms governing shareholder relationships

4. Corporate Authorizations: Board and shareholder resolutions approving the subscription

5. KYC Documents: Required identification and verification documents

Authors

Alex Denne

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

Relevant legal definitions




















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Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, including share issuance, capital structure, and corporate governance requirements

Securities and Futures Act (Cap. 289): Regulates securities offerings, trading, and investment products, including disclosure requirements and investor protection measures

Contracts Act (Cap. 53): Fundamental law governing contract formation, validity, and enforcement in Singapore

Securities and Futures (Offers of Investments) Regulations 2018: Detailed regulations regarding securities offerings, including prospectus requirements and exemptions

Financial Advisers Act (Cap. 110): Regulates financial advisory services and requirements for investment advice

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore governing investment offerings and financial services

AML/CTF Requirements: Anti-Money Laundering and Counter-Terrorism Financing regulations requiring due diligence and compliance measures

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data in Singapore

Foreign Investment Regulations: Regulations governing foreign investment in Singapore companies and securities

Income Tax Act: Tax legislation affecting investment income, capital gains, and other tax implications of securities subscription

Stamp Duties Act: Governs stamp duty obligations on instrument execution and share transfers

Code of Corporate Governance: Guidelines for corporate governance practices affecting company management and shareholder rights

SGX Listing Rules: Rules applicable to listed companies regarding securities offerings and ongoing compliance requirements

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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