Fiscal Agent Agreement for Singapore

Fiscal Agent Agreement Template for Singapore

A Fiscal Agent Agreement under Singapore law is a legally binding contract that establishes the relationship between an issuer of securities and a fiscal agent, typically a financial institution. The agreement outlines the agent's responsibilities in managing payments, maintaining records, and acting as a liaison between the issuer and security holders. Governed by Singapore's robust financial regulatory framework, including the Securities and Futures Act and MAS guidelines, this agreement provides essential structure for bond issuances and security management in the Singapore market.

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What is a Fiscal Agent Agreement?

The Fiscal Agent Agreement is a crucial document in securities issuance, particularly in the Singapore financial market. It is used when an issuer requires a financial institution to act as its agent for managing payments, maintaining registers, and handling administrative matters related to securities. The agreement details the scope of the fiscal agent's duties, payment mechanisms, liability provisions, and compliance requirements under Singapore law. This document is essential for both domestic and international bond issuances through the Singapore market, ensuring compliance with local regulations while facilitating efficient securities administration.

What sections should be included in a Fiscal Agent Agreement?

1. Parties: Identification of the issuer, fiscal agent, and other relevant parties

2. Background: Context of the agreement and brief description of the transaction

3. Definitions: Key terms used throughout the agreement

4. Appointment of Fiscal Agent: Terms of appointment and scope of authority

5. Duties and Responsibilities: Detailed obligations of the fiscal agent including payment processing, record keeping, and compliance duties

6. Payments and Procedures: Payment mechanisms, processing procedures, and payment calculations

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

8. Liability and Indemnification: Scope of liability, limitations, and indemnification provisions

9. Confidentiality: Obligations regarding confidential information and data protection

10. Term and Termination: Duration of agreement and conditions for termination

11. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures

12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

What sections are optional to include in a Fiscal Agent Agreement?

1. Additional Agents: Provisions for appointment and duties of additional agents when multiple jurisdictions are involved

2. Tax Provisions: Specific tax-related obligations, withholding requirements, and gross-up provisions

3. Electronic Services: Provisions governing electronic payment systems and communication platforms

4. Force Majeure: Provisions dealing with extraordinary events and circumstances beyond parties' control

What schedules should be included in a Fiscal Agent Agreement?

1. Fee Schedule: Detailed breakdown of all fees, charges, and compensation

2. Form of Notes/Bonds: Template and specifications of the securities being issued

3. Payment Procedures: Detailed operational procedures for processing payments

4. Compliance Requirements: Specific compliance procedures and reporting requirements

5. Form of Transfer Documents: Standard forms and procedures for transfer of securities

6. Contact Details: List of authorized representatives and contact information

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

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Securities and Futures Act (SFA): Primary legislation governing securities, futures, and financial markets in Singapore. Essential for structuring financial instruments and determining regulatory compliance requirements.

Financial Advisers Act (FAA): Regulates financial advisory services in Singapore. Relevant for determining the scope of permitted activities and compliance obligations of the fiscal agent.

Banking Act: Key legislation governing banking operations and services in Singapore. Important for understanding the regulatory framework if the fiscal agent is a banking institution.

Companies Act: Primary legislation governing corporate entities in Singapore. Relevant for corporate authority, execution requirements, and general corporate governance matters.

Currency Act: Regulates matters relating to currency and legal tender in Singapore. Relevant for payment provisions and currency-related aspects of the agreement.

Monetary Authority of Singapore Act: Establishes MAS's regulatory authority and powers. Critical for understanding the overall regulatory framework and supervision requirements.

MAS Guidelines and Notices: Regulatory guidance and requirements issued by MAS. Essential for ensuring compliance with specific regulatory requirements and best practices.

Payment Services Act 2019: Regulates payment systems and payment service providers. Relevant if the fiscal agent agreement involves payment services or systems.

AML/CFT Requirements: Anti-Money Laundering and Countering the Financing of Terrorism regulations. Critical for including appropriate compliance procedures and obligations.

Personal Data Protection Act (PDPA): Governs the collection, use, and disclosure of personal data. Important for data protection and privacy provisions in the agreement.

Electronic Transactions Act: Provides legal framework for electronic transactions and signatures. Relevant if electronic execution or electronic communications are contemplated.

FATCA Compliance: US Foreign Account Tax Compliance Act requirements. Must be considered if US persons are involved in the transaction structure.

Common Reporting Standard (CRS): Global standard for automatic exchange of financial account information. Relevant for international reporting obligations.

Singapore Code of Corporate Governance: Sets out principles and guidelines for corporate governance. Important for governance-related provisions and best practices.

SGX Listing Rules: Rules governing listed companies on the Singapore Exchange. Relevant if the agreement involves listed securities or listed entities.

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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