PART 6
MULTIDISCIPLINE AND CORPORATE PRACTICE
Licence for multidiscipline and corporate practice
30.—(1)  Subject to the provisions of this Act, the Board may grant a licence to any limited corporation to supply professional engineering services relating to any of the prescribed branches of professional engineering work in Singapore if —
(a)the memorandum of association of the corporation provides that a primary object of the corporation is to supply such professional engineering services;
(b)the paid-up capital of the corporation is not less than the amount prescribed by the Minister by notification in the Gazette;
(c)the articles of association of the corporation provide that at least a prescribed number or proportion of its directors must be registered professional engineers or allied professionals who each has in force a practising certificate;
(d)the business of the corporation, so far as it relates to such professional engineering work in Singapore, will be under the control and management of a director of the corporation who —
(i)is a registered professional engineer who has in force a practising certificate; and
(ii)is authorised under a resolution of the board of directors of the corporation to make all final engineering decisions on behalf of the corporation with respect to the requirements of this Act, the rules or any other law relating to the supply of professional engineering services by the corporation; and
(e)the corporation is insured against professional liability in accordance with section 34 and the rules.
[4/95; 18/2003; 27/2005; 42/2005; 36/2017]
(2)  Subject to the provisions of this Act, the Board may grant a licence to any unlimited corporation to supply professional engineering services relating to any of the prescribed branches of professional engineering work in Singapore if —
(a)the memorandum of association of the corporation provides that a primary object of the corporation is to supply such professional engineering services;
(b)the articles of association of the corporation provide that —
(i)at least a prescribed number or proportion of its directors must be registered professional engineers or allied professionals who each has in force a practising certificate; and
(ii)a person must not be registered as a member of that corporation unless the person is a director, a manager or an employee of the corporation; and
(c)the business of the corporation, so far as it relates to such professional engineering work, will be under the control and management of a director of the corporation who —
(i)is a registered professional engineer who has in force a practising certificate;
(ii)is a member, or a registered owner of at least one share, of the corporation; and
(iii)is authorised under a resolution of the board of directors of the corporation to make all final engineering decisions on behalf of the corporation with respect to the requirements of this Act, the rules or any other law relating to the supply of professional engineering services by the corporation.
[4/95; 18/2003; 27/2005; 36/2017]
(3)  Subject to the provisions of this Act, the Board may grant to any partnership not consisting wholly of registered professional engineers a licence to supply professional engineering services relating to any of the prescribed branches of professional engineering work in Singapore if —
(a)the partnership is one in which only —
(i)registered professional engineers who each has in force a practising certificate authorising him or her to engage in professional engineering work to which those services relate; and
(ii)allied professionals who each has in force a practising certificate,
have a beneficial interest in the capital assets and profits of the partnership; and
(b)the business of the partnership, so far as it relates to such professional engineering work in Singapore, will be under the control and management of a partner who —
(i)is a registered professional engineer; and
(ii)has in force a practising certificate authorising the partner to engage in such professional engineering work.
[18/2003; 27/2005; 36/2017]
(4)  Subject to the provisions of this Act, the Board may grant a licence to any limited liability partnership to supply professional engineering services relating to any of the prescribed branches of professional engineering work in Singapore if —
(a)the statement lodged by the partners of the limited liability partnership with the Registrar of Limited Liability Partnerships under section 19(1) of the Limited Liability Partnerships Act 2005 provides that a primary nature of the business of the limited liability partnership is to supply such professional engineering services;
(b)the partners in the limited liability partnership consist only of persons who satisfy any requirements that the Board may, with the approval of the Minister, prescribe;
(c)at least one of the partners of the limited liability partnership is a registered professional engineer who has in force a practising certificate;
(d)the business of the limited liability partnership, so far as it relates to such professional engineering work in Singapore, will be under the control and management of a partner who —
(i)is a registered professional engineer who has in force a practising certificate; and
(ii)is authorised under a resolution of the partners of the limited liability partnership to make all final engineering decisions on behalf of the limited liability partnership with respect to the requirements of this Act, the rules or any other law relating to the supply of professional engineering services by the limited liability partnership; and
(e)the limited liability partnership is insured against professional liability in accordance with section 34 and the rules.
[27/2005; 36/2017]
(5)  Any application for a licence under this section must be in such form and must be made in such manner as may be prescribed.
(6)  The Board may refuse to grant a licence under this section to any corporation (whether unlimited or not), partnership or limited liability partnership if, in the opinion of the Board, the past conduct of any director, manager or employee of the corporation or any partner, manager or employee of the partnership or limited liability partnership provides reasonable grounds for believing that the corporation, partnership or limited liability partnership (as the case may be) will not supply professional engineering services in accordance with any written law and with honesty and integrity.
[27/2005]
(7)  Every licence granted under this section is, unless earlier revoked, valid for such period as may be specified in the licence.
(8)  Any person whose application for a licence has been refused by the Board may, within 30 days after being notified of the refusal, appeal to the Minister whose decision is final.
(9)  In subsections (1) and (2), “prescribed number or proportion of directors” means —
(a)where no number or proportion is specified under paragraph (b) — a majority of the directors; or
(b)where a number or proportion is specified by the Minister for the purposes of subsections (1) and (2) by notification in the Gazette — such number or proportion of directors as may for the time being be so specified.
[20
[18/2003; 27/2005]
Conditions of licence to practise
31.—(1)  It is a condition of every licence granted to any corporation, partnership or limited liability partnership that professional engineering services relating to any of the prescribed branches of professional engineering work to be supplied in Singapore by the corporation, partnership or limited liability partnership must be supplied by a professional engineer —
(a)who is responsible for the professional engineering works;
(b)who has in force a practising certificate authorising him or her to engage in professional engineering work to which those services relate; and
(c)who is —
(i)in the case of a corporation — a director or an employee of the corporation;
(ii)in the case of a partnership — a partner or an employee of the partnership;
(iii)in the case of a limited liability partnership — a partner or an employee of the limited liability partnership; or
(iv)a specialist professional engineer engaged by a corporation or limited liability partnership under a contract for service to provide specialised engineering services relating to the prescribed branch of professional engineering work supplied by the corporation or limited liability partnership, as the case may be.
[27/2005; 36/2017]
(2)  It is a condition of every licence granted to any corporation, other than an unlimited corporation, or to any limited liability partnership that the corporation or limited liability partnership (as the case may be) must not supply professional engineering services relating to any of the prescribed branches of professional engineering work in Singapore unless the corporation or limited liability partnership is insured in respect of professional liability in accordance with section 34 and the rules.
[27/2005; 36/2017]
(3)  Without affecting subsections (1) and (2), the Board may grant a licence subject to any other conditions that the Board thinks fit and may at any time vary any existing conditions (other than those specified in subsections (1) and (2)) of such a licence or impose additional conditions thereto.
[27/2005]
(4)  Where the Board grants to a corporation, partnership or limited liability partnership a licence subject to conditions (other than those specified in subsections (1) and (2)), the corporation, partnership or limited liability partnership may, if aggrieved by the decision of the Board, appeal in the prescribed manner to the Minister whose decision is final.
[21
[27/2005]
Change in composition of board of directors, members, etc.
32.—(1)  Any licensed corporation must, within 30 days of the occurrence of —
(a)any alteration of its memorandum or articles of association to remove the restrictions, limitations or prohibitions of the kind specified in section 30(1), (2) or (4), whichever is applicable;
(b)any change in the composition of its board of directors, members or shareholders; or
(c)any revocation of any resolution passed by the board of directors under section 30(1)(d)(ii) or (2)(c)(iii),
provide the Board a true written report giving full particulars of the alteration or change.
[18/2005]
(2)  Any licensed partnership must, within 30 days of the occurrence of any change in the composition of its members, provide the Board a true written report giving full particulars of the change.
(3)  Any licensed limited liability partnership must, within 30 days of the occurrence of any change in the composition of its partners, provide the Board a true written report giving full particulars of the change.
[22
[27/2005]
Application of Companies Act 1967
33.—(1)  Sections 162, 163 and 197 of the Companies Act 1967 apply to a licensed corporation which is an exempt private company subject to the modification that any reference in those sections to an exempt private company does not include a reference to the licensed corporation, and every such licensed corporation must —
(a)comply with the prohibitions in sections 162 and 163 of the Companies Act 1967 as if it were not an exempt private company; and
(b)forward annually to the Registrar of Companies, together with the annual return required by section 197 of the Companies Act 1967, any copies of documents that are required to be included in the annual return and any certificates and particulars in accordance with the prescribed form mentioned in section 197(2) of that Act as if it were not an exempt private company.
[12/2002; 36/2014]
(2)  In this section, “exempt private company” has the meaning given by the Companies Act 1967.
[23
Liability insurance
34.  Every licensed corporation which is not an unlimited corporation and every licensed limited liability partnership must be insured against liability for any breach of professional duty arising out of the conduct of its business of supplying professional engineering services relating to any of the prescribed branches of professional engineering work as a direct result of any negligent act, error or omission committed by —
(a)in the case of a corporation — the corporation or its directors, managers, secretaries or employees; or
(b)in the case of a limited liability partnership — the limited liability partnership or its partners, managers or employees.
[24
[27/2005; 36/2017]
Relationship between client and licensed corporation or limited liability partnership
35.  A licensed corporation or a licensed limited liability partnership has the same rights and is subject to the same obligations in respect of fiduciary, confidential and ethical relationships with each client of the corporation or limited liability partnership (as the case may be) that exist at law between a registered professional engineer and his or her client.
[25
[27/2005]
Professional responsibility of supervising engineers
36.  A registered professional engineer who has the control and management of the business of a licensed corporation or limited liability partnership relating to the supply of professional engineering services in respect of any of the prescribed branches of professional engineering work in Singapore is subject to the same standards of professional conduct in respect of the business as if the professional engineering services were personally supplied by the registered professional engineer.
[26
[18/2003; 27/2005; 36/2017]
Revocation of licence
37.—(1)  Subject to subsection (4), the Board may by order revoke any licence it has granted to a corporation, partnership or limited liability partnership if, in the opinion of the Board —
(a)the corporation, partnership or limited liability partnership has failed to comply with any condition imposed by the Board under section 31;
(b)the memorandum or articles of association of the corporation have been so altered that they no longer include the restrictions, limitations or prohibitions of the kind specified in section 30(1) or (2), whichever applies;
(c)a person who is neither —
(i)a registered professional engineer who has in force a practising certificate; nor
(ii)an allied professional who has in force a practising certificate,
has a beneficial interest in the capital assets and profits of the partnership;
(d)the limited liability partnership no longer satisfies the requirements of section 30(4);
(e)the licence had been obtained by fraud or misrepresentation;
(f)the corporation, partnership or limited liability partnership has stopped supplying professional engineering services in Singapore;
(g)the corporation, partnership or limited liability partnership has contravened any provision of the prescribed code of professional conduct and ethics;
(h)the corporation, partnership or limited liability partnership has contravened section 32, 33 or 34 or has been convicted of an offence under this Act;
(i)the conduct of any director, manager or employee of the corporation, or any partner or employee of the partnership or limited liability partnership, provides grounds for believing that the corporation, partnership or limited liability partnership (as the case may be) will not supply professional engineering services relating to any of the prescribed branches of professional engineering work in Singapore in accordance with any written law and with honesty and integrity; or
(j)the corporation, partnership or limited liability partnership has refused or failed to comply with an order of the Board made under subsection (2).
[27/2005; 36/2017]
(2)  The Board may, in any case in which it considers that no cause of sufficient gravity for revoking a licence exists —
(a)by writing censure the corporation, partnership or limited liability partnership; or
(b)by order impose on the corporation, partnership or limited liability partnership a penalty not exceeding $100,000.
[36/2017]
(3)  Any penalty imposed under subsection (2)(b) is to be collected, and may be sued for and recovered by the Board.
[36/2017]
(4)  The Board must not exercise its powers under subsection (1) or (2) unless an opportunity of being heard by a representative in writing or by counsel has been given to the corporation, partnership or limited liability partnership against which the Board intends to exercise its powers.
[27/2005]
(5)  Where the Board has revoked a licence under this section, the Registrar must serve on the corporation, partnership or limited liability partnership concerned a notice of the order made by the Board.
[27/2005]
(6)  Any order by the Board revoking a licence or imposing a financial penalty does not take effect until the expiry of 30 days after the Board has served the order on the corporation, partnership or limited liability partnership concerned.
[27/2005]
(7)  Where an order of revocation becomes effective —
(a)the Registrar must cause notice of the revocation to be published in the Gazette and remove from the register of licensees the name and other particulars of the corporation, partnership or limited liability partnership concerned; and
(b)the corporation, partnership or limited liability partnership concerned must, from the date of the notice, stop supplying professional engineering services relating to any of the prescribed branches of professional engineering work in Singapore except as may be approved by the Board for the purpose of winding up its business.
[27/2005; 36/2017]
(8)  Subsection (7)(b) does not affect the enforcement by any person of any right or claim against the corporation, partnership or limited liability partnership or by the corporation, partnership or limited liability partnership of any right or claim against any person.
[26A
[27/2005]
Appeal against order of Board
38.—(1)  If the Board has made —
(a)an order of revocation of a licence under section 37 against a corporation, partnership or limited liability partnership; or
(b)an order imposing any financial penalty on a licensed corporation, partnership or limited liability partnership under section 37(2),
the corporation, partnership or limited liability partnership concerned may, within 30 days after being served with the notice of the order, appeal to the General Division of the High Court against the order, and the decision of the General Division of the High Court is final.
[27/2005; 40/2019]
(2)  Where the corporation, partnership or limited liability partnership concerned has appealed to the General Division of the High Court against an order under section 37, the order does not take effect unless the order is confirmed by the General Division of the High Court or the appeal is for any reason dismissed by the General Division of the High Court or withdrawn.
[27/2005; 40/2019]
(3)  Any corporation, partnership or limited liability partnership whose name has been removed from the register of licensees under section 37(7)(a) must, if its appeal to the General Division of the High Court is allowed, be immediately reinstated without payment of any fee.
[26B
[27/2005; 40/2019]