Paying Agency Agreement for Singapore

Paying Agency Agreement Template for Singapore

A Paying Agency Agreement under Singapore law is a legally binding contract that establishes the relationship between an issuer and a paying agent, typically a bank or financial institution. The agreement governs the terms under which the paying agent will process and distribute payments to security holders on behalf of the issuer. It includes detailed provisions for payment procedures, compliance with Singapore financial regulations, particularly those under MAS oversight, and specific obligations of all parties involved in the payment process.

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What is a Paying Agency Agreement?

The Paying Agency Agreement is essential in structured finance and securities transactions in Singapore's financial markets. It is used when an issuer requires a third party to handle the administrative aspects of making payments to security holders. The agreement details payment mechanisms, compliance requirements under Singapore law, reporting obligations, and risk allocation between parties. This document is particularly important in bond issuances and other debt instruments where regular payments need to be made to multiple security holders in accordance with Singapore's regulatory framework.

What sections should be included in a Paying Agency Agreement?

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

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

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

5. Duties and Responsibilities: Detailed obligations of the paying agent

6. Payment Procedures: Process for handling and executing payments

7. Fees and Expenses: Compensation structure and reimbursement terms

8. Term and Termination: Duration of agreement and termination provisions

What sections are optional to include in a Paying Agency Agreement?

1. Additional Services: Optional services beyond basic paying agent duties - include when additional services are required beyond standard payment processing

2. Foreign Exchange Provisions: Terms for handling multiple currencies - include when payments involve multiple currencies

3. Tax Provisions: Specific tax-related obligations - include when tax withholding or reporting is required

What schedules should be included in a Paying Agency Agreement?

1. Fee Schedule: Detailed breakdown of fees and charges

2. Payment Procedures Manual: Detailed operational procedures for payment processing

3. Form of Notices: Standard templates for various notices under the agreement

4. Service Level Agreement: Performance metrics and service standards

5. Security Procedures: Protocols for secure payment processing and data handling

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 (Cap. 289): Primary legislation governing securities, futures, and financial markets in Singapore, relevant for financial instruments and securities transactions handled under the paying agency agreement

Banking Act (Cap. 19): Core banking legislation that regulates banking business and institutions in Singapore, including banking secrecy provisions and payment processing requirements

Companies Act (Cap. 50): Fundamental legislation governing corporate entities in Singapore, relevant for corporate authority and capacity issues in the agreement

Payment Services Act 2019: Regulates payment systems and payment service providers in Singapore, crucial for payment processing aspects of the paying agency agreement

Financial Advisers Act (Cap. 110): Regulates financial advisory services, relevant if the paying agent provides any form of financial advice

MAS Guidelines and Notices: Regulatory guidelines issued by the Monetary Authority of Singapore that provide detailed requirements for financial institutions and payment service providers

MAS Notice 626: Specific requirements for Prevention of Money Laundering and Countering the Financing of Terrorism that must be incorporated into payment processing procedures

Contract Law (Amendment) Act 2012: Updates to Singapore contract law that affect the formation and enforcement of contracts, including paying agency agreements

Electronic Transactions Act (Cap. 88): Governs electronic transactions and records, relevant for digital payments and electronic communications under the agreement

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data, crucial for handling payment information and customer data

Consumer Protection (Fair Trading) Act: Protects consumers against unfair practices and must be considered when drafting terms affecting retail customers

Unfair Contract Terms Act: Regulates unfair terms in contracts and provides protection against unreasonable contract terms

Agency Law Principles: Common law principles governing agency relationships, fundamental to the paying agent's role and responsibilities

FATF Recommendations: International standards for combating money laundering and terrorist financing, relevant for cross-border payment aspects

Evidence Act (Cap. 97): Governs the admissibility of electronic records and evidence, important for record-keeping requirements in the agreement

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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