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Receivables Transfer Agreement Template for Singapore

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Key Requirements PROMPT example:

Receivables Transfer Agreement

"Need a Receivables Transfer Agreement for selling our company's trade receivables (approximately SGD 2 million) to a local bank, with servicing arrangements where we continue to collect payments from debtors on behalf of the bank after the transfer is complete."

Document background
A Receivables Transfer Agreement is commonly used in Singapore's commercial landscape when businesses seek to monetize their accounts receivable or implement financing arrangements. This document type is crucial for factoring, securitization, and other receivables-based financing structures. Under Singapore law, the agreement must comply with specific requirements for valid assignment, including the Civil Law Act and Companies Act provisions. The document typically details the receivables being transferred, purchase price mechanisms, representations about the quality of receivables, and compliance with regulatory requirements. It's particularly relevant in trade finance, supply chain financing, and asset-based lending scenarios.
Suggested Sections

1. Parties: Identification of transferor and transferee

2. Background: Context of the transfer and description of receivables

3. Definitions: Key terms used throughout the agreement

4. Transfer and Assignment: Core provisions effecting the transfer of receivables

5. Purchase Price: Consideration and payment terms

6. Representations and Warranties: Statements about the receivables and parties' capacity

7. Covenants: Ongoing obligations of the parties

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

Optional Sections

1. Security Provisions: Additional security provisions for higher-risk transactions

2. Data Protection: Provisions regarding handling of personal data when receivables involve personal information

3. Credit Enhancement: Additional credit support mechanisms when required

4. Servicing Provisions: Administration of transferred receivables when transferor continues to service them

Suggested Schedules

1. Schedule of Receivables: Detailed list of receivables being transferred

2. Form of Notice to Debtors: Template notice informing debtors of the assignment

3. Purchase Price Calculation: Methodology for calculating the purchase price

4. Form of Transfer Certificate: Template for documenting individual transfers in case of multiple transfers

5. Eligibility Criteria: Criteria for receivables to be eligible for transfer

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






































Clauses






























Industries

Civil Law Act (Cap. 43): Primary legislation governing contract law principles and assignment of choses in action in Singapore. Fundamental for structuring the receivables transfer.

Sale of Goods Act (Cap. 393): Relevant when the underlying receivables arise from sale of goods transactions. Affects the nature and validity of the underlying receivables.

Companies Act (Cap. 50): Governs registration requirements for charges, corporate execution requirements, and general compliance for Singapore companies involved in the transfer.

Insolvency, Restructuring and Dissolution Act 2018: Addresses the impact of insolvency on assignments, including provisions on unfair preferences and transactions at undervalue.

Banking Act (Cap. 19): Regulatory framework for financial institutions, including restrictions on transfer of receivables involving regulated entities.

Personal Data Protection Act 2012: Regulates the transfer of personal data associated with receivables and ensures compliance with data protection obligations.

Stamp Duties Act (Cap. 312): Determines stamp duty implications and requirements for transfer documents.

Common Law Principles: Encompasses requirements for valid assignment, notice requirements, and distinction between equitable and legal assignments.

Assignment of Receivables Act 2020: Future legislation (not yet in force) that will introduce new registration requirements for receivables transfers.

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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