asia spvs

Scope of Services: Carta Asia SPVs

One-time incorporation and set-up fee as set forth in Order Form

I. SPV Formation

SPV Structure

Carta will only support the following SPV structures and strategies:

• SPV vehicle (SG Private Limited)
• Incorporated in Singapore
• Single asset, limited to equity in private corporations
• To be used for transferring a group of security holders’ direct ownership in an entity incorporated as a private company in Singapore (the “Parent Entity”) to ownership in an SPV vehicle.
• All SPV members must be existing holders of shares or convertible instruments issued by the Parent Entity.
• No fee structure (management fee or carry)

No other fund structures or selections are supported at this time.

SPV Formation Services

Included in your Carta SPV, Carta will work with you to:

• Obtain your UEN
• Form your SPV in Singapore
• Pay fees associated with one-time name lookup and entity formation
• Pay share allocation fee
• Provide KYC services for your investors and director shareholders

On the Carta platform, Carta will also:

• Create a Carta account for your SPV
• Set up and provide access to Carta’s data room
• Create templated board resolutions in Carta for your initial board consent (section 161) and your share allocation

Template SPV Formation Documents

Carta will provide the following SPV formation templates:

• ACRA Company Constitution
• Subscription Agreement (either Transfer of Shares form or Termination of Convertible Security form, as applicable)
• Shareholder Agreement

Customer acknowledges and agrees that the use of Carta’s Template SPV Formation Documents are subject to Carta’s Legal Documents Terms of Use and Disclaimer located at https://carta.com/privacy/document-generation-terms-and-conditions/.

Carta will not provide any edits to the ACRA Company Constitution after formation and we do not advise any changes be made. Any amendments to the ACRA Company Constitution made will need to be done outside of Carta, and will risk conflicting with the Shareholder Agreement. Please seek advice from legal counsel before making any changes.

II. Corporate Secretarial Services

See Scope of Services here: https://support.carta.com/s/article/singapore-corporate-secretarial

Please reach out to your Carta representative or your existing corporate secretary for options to manage features outside the Carta base SPV Scope of Service.

Investor Information

Investors will be responsible for updating their information on the Carta platform. On a limited basis, Carta may assist with maintaining investor contact preferences.

Most communications can and should be managed on the Carta platform. Carta can serve as the document repository for annual reports, investor update letters, investor relations, and board consents.

Dissolutions

You are responsible for strike offs (dissolution) of the SPV at the end of its life. Please reach out to your Carta representative when you plan to wind down your SPV entity.

To discuss any services that are outside of the scope addressed above, please talk to your Carta representative.

Terms and Conditions

To enable Carta to provide the services, Customer agrees:

1. to make available to Carta as and when required, all relevant information and documents as Carta determines is necessary;
2. to provide Carta with the information in sufficient time for the services to be completed and any documents submitted to the appropriate government authorities or third parties by the applicable due date;
3. to forward to Carta upon receipt copies of any notices, letters and other communications received from any government authorities or third parties to enable Carta to provide any applicable services within the statutory time limits; and
4. to obtain answers to queries and additional records as required.

Customer further agrees that it will inform Carta of any and all changes relevant to Customer’s business which may impact the services provided including without limitation significant transactions or changes in circumstances. Carta shall not be responsible for identifying any such changes to Customer’s business when providing the services or any liability arising therefrom.

Customer acknowledges and agrees that Carta will, in performing the services under this Scope of Services, rely on information, documents, data, material, facts and assumptions that Customer furnishes as being true, correct and complete, and that Carta may use such information, documents, data, material, facts, assumptions and other information furnished by Customer without any independent investigation, audit or verification.

Customer is responsible for reviewing any form or electronic filing and ensuring the accuracy and completeness of all information therein, and Carta shall not be responsible for, and shall be entitled to rely upon, the accuracy and completeness of such data, material and other information. Carta shall have no liability to Customer for any consequences of any late filings and registrations (including but not limited to in relation to any penalty fees imposed) unless information, instructions, and, if applicable, any additional fees, from Customer have been received by Carta at least ten (10) business days in advance of the relevant filing and registration deadline. Carta shall not be responsible for any failure or delay in making any filing as a result of the portal used by the relevant authority for filing being offline, unavailable, or wholly or partially disabled, impaired or severely delayed.

Carta may rely upon, and is authorized by Customer to act upon instructions given or reasonably assumed to be given by the person designated by Customer to give such instructions. Carta shall be entitled to disregard or refuse to act on any instruction which is given by a person who Carta reasonably believes is not properly authorized to give instructions. Carta shall not at any time be obliged to do, or refrain from doing, anything, which in the sole discretion of Carta:

1. may be contrary to the applicable law; or
2. is not permitted under the terms of any permits, consents, licenses or applicable codes of practice issued by any competent authority.

Carta shall not be liable for any damages resulting from refusal by Carta acting in good faith to undertake or fail to undertake any action pursuant to this paragraph, but shall give Customer notice of its refusal and the reason for the same.

Carta shall not be required to take any legal action (including the institution or defense of any proceedings) on behalf of Customer.