Legal Templates
Advanced Subscription Agreement

Advanced Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Advanced Subscription Agreement

"I need an Advanced Subscription Agreement under Singapore law for a Series A investment round of SGD 2 million, with a valuation cap of SGD 10 million and a 20% discount rate, to be completed by March 2025."

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What is a Advanced Subscription Agreement?

The Advanced Subscription Agreement (ASA) is commonly used in Singapore's startup ecosystem as a bridge between standard equity rounds. It allows companies to receive immediate funding while deferring complex valuation discussions and share issuance to a future date. The ASA includes key terms such as conversion triggers, valuation caps, and discount rates, providing flexibility for both investors and companies. Under Singapore law, these agreements must comply with specific regulatory requirements, particularly regarding share issuance and securities regulations.

What sections should be included in a Advanced Subscription Agreement?

1. Parties: Identification of the company and subscriber(s)

2. Background: Context of the agreement and proposed investment

3. Definitions: Key terms used throughout the agreement

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

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Completion Mechanics: Process and timing for completing the subscription

7. Warranties: Standard company and subscriber warranties

8. Governing Law and Jurisdiction: Specification of Singapore law and courts

What sections are optional to include in a Advanced Subscription Agreement?

1. Anti-dilution Rights: Protection against future dilution of shareholding. Include when requested by sophisticated investors

2. Information Rights: Rights to receive company information and reports. Include for significant minority shareholders

3. Board Representation: Right to appoint director(s). Include for major investors

4. Tag-Along Rights: Right to join in sale of shares by other shareholders. Include for minority investor protection

What schedules should be included in a Advanced Subscription Agreement?

1. Schedule 1: Share Capital Structure: Current and post-investment share capital structure

2. Schedule 2: Company Warranties: Detailed company warranties

3. Schedule 3: Conditions Precedent: Detailed list of conditions to be satisfied

4. Schedule 4: Completion Requirements: Detailed completion obligations and documents

5. Appendix A: Form of Board Resolution: Template board resolution approving the subscription

6. Appendix B: Disclosure Letter: Exceptions to warranties (if applicable)

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Period
Actual Conversion Price
Aggregate Investment Amount
Articles of Association
Board
Business Day
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Date
Conversion Event
Conversion Price
Conversion Rights
Conversion Shares
Deed of Adherence
Discount Rate
Encumbrance
Existing Shareholders
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Long Stop Date
Material Adverse Change
Next Funding Round
Ordinary Shares
Pre-money Valuation
Qualifying Financing Round
Related Corporation
Relevant Securities
Reserved Matters
Sale Event
Share Capital
Shareholders' Agreement
Subscription Amount
Subscription Price
Subscription Shares
Trigger Event
Valuation Cap
Warranties
Clauses
Subscription
Payment Terms
Conditions Precedent
Completion
Conversion Rights
Valuation
Anti-dilution Protection
Information Rights
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Board Appointment Rights
Warranties and Representations
Confidentiality
Non-competition
Assignment
Termination
Events of Default
Exit Provisions
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment and Waiver
Costs and Expenses
Entire Agreement
Severability
Counterparts
Third Party Rights
Further Assurance
Industries

Companies Act (Chapter 50): Primary legislation governing company formation, share issuance, and corporate governance in Singapore

Securities and Futures Act (Chapter 289): Regulates securities offerings, financial market activities, and investor protection requirements

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

Electronic Transactions Act (Chapter 88): Provides legal framework for electronic transactions and digital signatures

MAS Guidelines on Offers of Investments: Regulatory guidelines from Monetary Authority of Singapore regarding investment offerings

Securities and Futures (Offers of Investments) Regulations: Detailed regulations governing investment offers and securities issuance

Companies (Share Capital and Debentures) Rules: Specific rules governing share capital structure and debenture issuance

Singapore Code of Corporate Governance: Guidelines for corporate governance practices and standards

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

Income Tax Act: Tax legislation relevant for equity investments and corporate transactions

Stamp Duties Act: Regulations governing stamp duties on share transfers and related documents

Share Issuance Procedures: Legal requirements for issuing and allotting shares under Singapore law

Valuation Mechanisms: Legal framework for determining company valuation and share pricing

Pre-emption Rights: Statutory and contractual rights regarding priority in future share issuances

Conversion Rights: Legal provisions governing share conversion terms and procedures

Anti-dilution Provisions: Legal mechanisms to protect investors from dilution of shareholding

Information Rights: Statutory and contractual rights regarding access to company information

Exit Rights: Legal framework for investor exit mechanisms and procedures

Dispute Resolution: Legal requirements for dispute resolution procedures under Singapore law

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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