Token Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Token Subscription Agreement

"I need a Token Subscription Agreement under Singapore law for a utility token offering to institutional investors, with a lock-up period of 12 months and specific KYC requirements for entities based in Asia-Pacific, planned for launch in March 2025."

Document background
The Token Subscription Agreement serves as the primary legal framework for token offerings in Singapore's regulated digital asset space. This document is essential when companies or entities wish to issue digital tokens to investors or users, whether for utility, security, or other purposes. The agreement must comply with Singapore's comprehensive regulatory framework, including the Payment Services Act 2019 and MAS Guidelines. It typically includes detailed sections on token rights, compliance obligations, risk disclosures, and purchase terms, while incorporating necessary AML/CFT requirements.
Suggested Sections

1. Parties: Identification of the token issuer and subscriber

2. Background: Context of the token offering and purpose

3. Definitions: Key terms used in the agreement including token specifications

4. Subscription Details: Number of tokens, price, and payment terms

5. Token Rights: Rights and limitations associated with token ownership

6. Representations and Warranties: Statements of fact and assurances by both parties

7. Compliance Obligations: KYC/AML requirements and regulatory compliance

8. Risk Disclosures: Disclosure of risks associated with token investment

Optional Sections

1. Lock-up Period: Optional provisions for restrictions on token transfer or sale, used when tokens have vesting or transfer restrictions

2. Staking Provisions: Optional terms for token staking mechanisms and rewards, included when tokens can be staked

3. Governance Rights: Optional provisions for voting or governance participation rights, included when tokens confer governance rights

Suggested Schedules

1. Token Specifications Schedule: Technical details and specifications of the token including smart contract details

2. KYC Requirements Schedule: Detailed documentation requirements for customer verification and onboarding

3. Risk Disclosure Statement: Comprehensive statement of risks associated with token investment

4. Token Economics Schedule: Detailed breakdown of token distribution, vesting schedules, and tokenomics

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

Industries

Securities and Futures Act (SFA): Primary legislation governing securities, derivatives, and other capital markets products in Singapore. Critical for determining if the token qualifies as a regulated investment product.

Payment Services Act 2019 (PSA): Regulates payment systems and payment service providers in Singapore, including digital payment token services. Essential for token-related payment services and crypto exchanges.

Financial Advisers Act (FAA): Regulates financial advisory services, relevant if the token offering involves financial advice or recommendations.

MAS Guidelines on Digital Token Offerings: Regulatory guidelines issued by the Monetary Authority of Singapore specifically addressing digital token offerings and their compliance requirements.

Payment Services Regulations 2019: Subsidiary legislation under PSA providing detailed requirements for payment service providers and digital token services.

AML/CFT Notice PSN02: Anti-Money Laundering and Countering the Financing of Terrorism requirements specific to Digital Payment Token Service providers.

Companies Act: Primary legislation governing company operations in Singapore, relevant for corporate structuring and compliance.

Business Registration Act: Regulates business registration requirements in Singapore.

Consumer Protection (Fair Trading) Act: Protects consumer interests and ensures fair trading practices in token subscription arrangements.

Personal Data Protection Act (PDPA): Governs the collection, use, and disclosure of personal data in token subscription processes.

Electronic Transactions Act: Provides legal framework for electronic transactions and digital signatures, crucial for digital token agreements.

Income Tax Act: Governs taxation of income, including potential tax implications of token transactions and holdings.

Goods and Services Tax Act: Regulates GST treatment of digital payment tokens and related services in Singapore.

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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