Subscription letter Template for Singapore

A Subscription letter is a formal document investors use to confirm their commitment to buy shares or other securities in a company. When participating in Singapore private placements or initial public offerings (IPOs), investors sign these letters to specify the number of shares they want to purchase and at what price.

The letter forms a binding legal agreement under Singapore's Securities and Futures Act, protecting both the company and investor. It includes key details like payment terms, closing conditions, and investor warranties. Companies often require these letters during fundraising rounds to secure capital commitments before issuing new shares.

Use a Subscription letter when raising capital through private placements or IPOs in Singapore. Companies need these letters to formalize investment commitments before issuing new shares, especially during Series A funding rounds, venture capital investments, or when bringing on new shareholders.

The timing is crucial - get the Subscription letter signed before transferring any funds or issuing shares. This protects both parties under Singapore's securities laws and creates clear documentation for corporate governance. It's particularly important for startups seeking early-stage funding and established companies planning significant capital raises.

• Basic Equity Subscription: Most common type used for standard share purchases, including essential terms like share price, quantity, and payment details
• Convertible Note Subscription: Used for early-stage investments where the investment converts to equity later, typically including conversion terms and triggers
• Rights Issue Subscription: Specifically for existing shareholders exercising their pre-emptive rights to buy new shares
• Preference Share Subscription: Contains additional terms for preferential rights, dividends, and liquidation preferences
• Series Funding Subscription: More complex version used in venture capital rounds, including detailed investor rights and protective provisions

• Investors: Sign Subscription letters to confirm their commitment to purchase shares, providing details of their investment amount and acceptance of terms
• Company Directors: Review and approve the letters, ensuring compliance with corporate governance and shareholding requirements
• Corporate Lawyers: Draft and customize the letters to protect both parties' interests and ensure compliance with Singapore securities laws
• Investment Banks: Coordinate the subscription process during IPOs or large private placements
• Company Secretaries: Handle document filing, maintain shareholder records, and ensure proper execution of the letters

• Company Details: Gather full corporate information, including UEN number, registered address, and authorized share capital
• Investment Terms: Document the share price, number of shares, total subscription amount, and payment timeline
• Investor Information: Collect investor's full legal name, identification details, and contact information
• Share Class Details: Specify the type of shares being offered and any associated rights or restrictions
• Closing Conditions: List requirements for completing the subscription, including regulatory approvals and documentation
• Template Selection: Use our platform's customizable templates to ensure all mandatory elements meet Singapore's legal requirements

• Offer Details: Clear statement of share quantity, price per share, and total subscription amount
• Party Information: Complete legal names and details of both company and subscriber
• Payment Terms: Specific payment instructions, timeline, and bank account details
• Representations: Subscriber's confirmation of eligibility and financial capacity
• Governing Law: Express statement that Singapore law governs the agreement
• Execution Block: Proper signature sections for all parties with witness requirements
• Compliance Statement: Reference to relevant Securities and Futures Act provisions
• Conditions Precedent: Any requirements that must be met before shares are issued

A Subscription letter differs significantly from an Confirmation Letter in several key aspects, though both serve to document formal agreements. While a Subscription letter specifically commits to purchasing shares or securities, a Confirmation letter has broader applications across various business transactions.

• Legal Purpose: Subscription letters create binding investment commitments under securities law, while Confirmation letters document general agreement terms or validate existing arrangements
• Content Requirements: Subscription letters must include specific share quantities, prices, and investor warranties, whereas Confirmation letters typically contain simpler terms and acknowledgments
• Regulatory Framework: Subscription letters fall under Singapore's Securities and Futures Act with strict compliance requirements, while Confirmation letters have more flexible formatting and fewer regulatory constraints
• Timing and Effect: Subscription letters precede share issuance and capital transfer, while Confirmation letters often follow existing agreements or discussions to memorialize terms