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Subscription Agreement Private Placement

Subscription Agreement Private Placement Template for Singapore

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Key Requirements PROMPT example:

Subscription Agreement Private Placement

"Need a Subscription Agreement Private Placement for a Singapore tech startup raising Series A funding from three accredited investors in March 2025, with specific anti-dilution and information rights provisions."

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Document background
The Subscription Agreement Private Placement is essential for companies raising capital in Singapore through private offerings. This document is used when companies wish to issue securities without a public offering, typically to a select group of accredited or institutional investors. It ensures compliance with Singapore's regulatory framework, particularly the Securities and Futures Act and MAS guidelines. The agreement includes crucial elements such as investment terms, investor qualifications, risk disclosures, and statutory compliance requirements. It's particularly relevant for companies seeking to raise capital efficiently while maintaining confidentiality and minimizing regulatory burden.
Suggested Sections

1. Parties: Identification of the issuer and subscriber, including full legal names and registration details

2. Background: Context of the private placement and general transaction overview, including the purpose of the subscription

3. Definitions: Key terms used throughout the agreement, including regulatory and transaction-specific definitions

4. Subscription Details: Number of shares/units, price, and payment terms for the subscription

5. Representations and Warranties: Statements of fact and assurances from both parties, including compliance with SFA requirements

6. Closing Conditions: Conditions precedent to completion of subscription, including regulatory approvals

7. Compliance with Securities Laws: Specific provisions ensuring compliance with Singapore securities regulations

8. Confidentiality: Provisions regarding the confidentiality of information shared during the subscription process

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority investor interests

2. Anti-Dilution Provisions: Protection against future dilution of shareholding - include when requested by sophisticated investors

3. Information Rights: Rights to receive company information and reports - include for significant investors

4. Board Representation: Rights to appoint board members - include for major investors or strategic placements

5. Exit Rights: Provisions regarding future exit opportunities - include for venture capital or private equity investors

Suggested Schedules

1. Schedule 1 - Share/Unit Details: Detailed description of securities being offered, including class, rights, and restrictions

2. Schedule 2 - Subscription Form: Form for subscriber to complete, including declaration of investor status

3. Schedule 3 - Investor Qualification: Accredited investor declaration and evidence as required under SFA

4. Appendix A - Company Information: Key corporate and financial information about the issuer

5. Appendix B - Risk Factors: Detailed disclosure of investment risks specific to the offering

6. Appendix C - KYC Requirements: Documentation requirements for Know Your Client compliance

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions








































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Industries

Securities and Futures Act (SFA): Primary legislation governing securities and private placements in Singapore, particularly Parts XIII (offers of investments) and XVII (disclosure requirements and prospectus exemptions)

Companies Act (CA): Fundamental legislation governing corporate entities in Singapore, including requirements for share issuance and corporate governance

Financial Advisers Act (FAA): Regulates the provision of financial advisory services in Singapore, including requirements for marketing and distributing investment products

MAS Guidelines on Private Placements: Regulatory guidelines issued by the Monetary Authority of Singapore specifically addressing private placement requirements and procedures

MAS Guidelines on Offers of Investments: Comprehensive guidelines covering various aspects of investment offerings, including disclosure requirements and marketing restrictions

Code of Corporate Governance: Guidelines setting out principles and provisions for corporate governance standards in Singapore

Personal Data Protection Act (PDPA): Legislation governing the collection, use, and disclosure of personal data, relevant for investor information handling

Singapore Contract Law: Common law principles governing contract formation, validity, and enforcement in Singapore

Electronic Transactions Act: Legislation providing legal framework for electronic transactions and digital signatures, relevant if electronic execution is involved

Anti-Money Laundering Regulations: Regulations requiring proper due diligence and screening of investors to prevent money laundering and terrorism financing

Know Your Client (KYC) Requirements: Regulatory requirements for proper identification and verification of investors' identity and suitability

Section 272A/272B of SFA: Specific provisions in the Securities and Futures Act dealing with prospectus exemptions for private placements

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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