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Unit Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Unit Subscription Agreement

"Need a Unit Subscription Agreement under Singapore law for an accredited investor looking to subscribe to 500,000 units in our real estate investment trust, with completion targeted for March 2025 and including specific transfer restrictions and tag-along rights."

Document background
The Unit Subscription Agreement serves as the primary document for investors acquiring units in investment vehicles under Singapore law. It is typically used when investors are subscribing to units in collective investment schemes, private funds, or similar investment structures. The agreement must comply with Singapore's regulatory framework, particularly the Securities and Futures Act and MAS guidelines. It includes essential elements such as investor qualifications, subscription details, payment terms, representations and warranties, and regulatory compliance requirements. The document is crucial for both fund managers and investors in establishing their legal relationship and ensuring regulatory compliance.
Suggested Sections

1. Parties: Identifies the parties to the agreement, including the issuer/fund manager and the subscriber

2. Background: Explains the context of the subscription, including details about the investment vehicle and the purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Subscription and Payment: Details of the units being subscribed for and payment terms

5. Representations and Warranties: Statements of fact and assurances from both parties

6. Closing Conditions: Conditions that must be satisfied before the subscription can be completed

7. Governing Law and Jurisdiction: Specifies Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Anti-Money Laundering Provisions: Required for regulated entities or when dealing with international investors

2. Transfer Restrictions: Restrictions on the transfer of units

3. Tag-Along Rights: Rights of investors to join in a sale of units

4. Confidentiality: Provisions regarding confidential information

Suggested Schedules

1. Subscription Form: Detailed form for subscriber information and subscription details

2. KYC Documentation Requirements: List of required documents for customer due diligence

3. Investment Vehicle Information: Details about the fund or investment vehicle structure

4. Fee Schedule: Breakdown of applicable fees and charges

5. Risk Disclosure Statement: Detailed disclosure of investment risks

6. Declaration of Accredited Investor Status: Form for confirming investor status under Singapore law

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

Securities and Futures Act (Cap. 289): Primary legislation governing securities, futures, and financial markets in Singapore, including requirements for offering investment products

Companies Act (Cap. 50): Key legislation governing corporate entities in Singapore, relevant for corporate structure and compliance requirements

Limited Liability Partnerships Act: Legislation governing LLP structures, relevant if the investment vehicle is structured as an LLP

Business Trusts Act: Legislation governing business trusts in Singapore, applicable if the investment structure involves a business trust

Securities and Futures (Offers of Investments) Regulations: Specific regulations regarding the offering of investment products, including collective investment schemes

Securities and Futures (Capital Markets Products) Regulations 2018: Regulations governing capital markets products and their classification

Code on Collective Investment Schemes: Regulatory framework specifically for collective investment schemes, including operational requirements and investor protection measures

MAS Guidelines and Notices: Regulatory guidelines and notices issued by the Monetary Authority of Singapore governing financial products and services

AML/CFT Requirements: Anti-Money Laundering and Countering the Financing of Terrorism requirements for financial products and services

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

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

Misrepresentation Act: Legislation governing false or misleading statements in contractual relationships

Electronic Transactions Act: Legislation governing electronic transactions and digital signatures

Income Tax Act: Legislation governing taxation of income, including investment returns and capital gains

Stamp Duties Act: Legislation governing stamp duties applicable to investment transactions and 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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