Securities and Futures Act - Singapore Statutes Online

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Securities and Futures Act
(CHAPTER 289)

Table of Contents

Long Title

Part I PRELIMINARY

1 Short title

2 Interpretation

3 Associated person

4 Interest in securities

Part II MARKETS

Division 1 — Securities Markets and Futures Markets

5 Establishment of securities market

6 Establishment of futures market

7 Power of Authority to make regulations

8 Application of provisions to person granted an exemption under section 5 (3) or 6 (3) or person operating an exempt market

Division 2 — Exchanges

9 Power of Authority to approve securities exchange or futures exchange

10 Business rules of securities exchange and futures exchange and listing rules of securities exchange

11 Continuing obligations of securities exchange and futures exchange

12 Revocation of approval

13 Effect of revocation

14 Exchanges to assist Authority

15 Control of substantial shareholding in securities exchange or futures exchange

16 Business rules of securities exchange or futures exchange have effect as contract

17 Authority to be notified of amendments to business rules or listing rules

18 Power of court to order observance or enforcement of business rules or listing rules

19 Non-compliance with business rules or listing rules not to substantially affect rights of person

20 Review of disciplinary action taken by securities exchange or futures exchange

21 Power of Authority to issue directions to securities exchange or futures exchange

22 Removal of officer of securities exchange or futures exchange

23 Power of Authority in securities market

24 Emergency powers of Authority

25 Power of Authority to approve futures contracts

26 Fixing of position and trading limits in futures contracts

27 Additional powers of Authority in respect of auditors

Division 3 — Exchange Holding Companies

28 Exchange holding company

29 Power of Authority to approve exchange holding company

30 Revocation of approval

31 Listing of exchange holding company on securities exchange

32 Power of Authority to issue directions to exchange holding company

33 Removal of officer of exchange holding company

34 Control of substantial shareholdings in exchange holding company

35 Additional powers of Authority in respect of auditors

Division 4 — Recognised Trading System Providers

36 Power of Authority to recognise trading system providers

37 Overseas securities exchange and overseas futures exchange

38 Report by overseas securities exchange and overseas futures exchange

39 Continuing obligations of recognised trading system provider

40 Revocation of recognition

41 Effect of revocation

42 Recognised trading system provider to assist Authority

43 Power of Authority to issue directions to recognised trading system provider

44 Removal of officer of recognised trading system provider

45 Power of Authority to approve futures contracts

46 Additional powers of Authority in respect of auditors

47 Application of certain provisions in Division 2

Division 5 — Immunity

48 Immunity from criminal or civil liability

Part III CLEARING FACILITIES

Division 1 — Interpretation

49 Interpretation of this Part

Division 2 — Clearing Houses

50 Establishment of clearing house

51 Power of Authority to approve clearing house

52 Business rules of clearing house

53 Power of Authority to make regulations

54 Continuing obligations of clearing house

55 Revocation of approval

56 Effect of revocation

57 Clearing house to assist Authority

58 Business rules of clearing house have effect as contract

59 Authority to be notified of amendments to business rules

60 Power of court to order observance or enforcement of business rules

61 Non-compliance with business rules not to substantially affect rights of person

62 Review of disciplinary action taken by clearing house

63 Power of Authority to issue directions to clearing house

64 Removal of officer of clearing house

65 Emergency powers of Authority

66 Additional powers of Authority in respect of auditors

67 Immunity of clearing house, etc.

Division 3 — Clearing House and Insolvency

68 Application of this Division

69 Proceedings of clearing house shall take precedence over law of insolvency

70 Supplementary provisions as to default proceedings

71 Duty to report on completion of default proceedings

72 Net sum payable on completion of default proceedings

73 Disclaimer of onerous property, rescission of contracts, etc.

74 Adjustment of prior transactions

75 Right of relevant office holder to recover certain amounts arising from certain transactions

76 Application of market collateral not affected by certain other interest, etc.

77 Enforcement of judgments over property subject to market charge, etc.

78 Law of insolvency in other jurisdictions

79 Participant to be party to certain transactions as principal

80 Preservation of rights, etc.

81 Immunity from criminal or civil liability

Part IV CAPITAL MARKETS SERVICES LICENCE AND REPRESENTATIVE’S LICENCE

Division 1 — Licensing

82 Need for capital markets services licence

83 Need for representative’s licence

84 Application for grant or renewal of licence

85 Licence fee

86 Grant of capital markets services licence

87 Grant of representative’s licence

88 Power of Authority to impose conditions or restrictions

89 Period of licence

90 Variation of licence

91 Deposit to be lodged in respect of capital markets services licence

92 False statements in relation to application for grant, renewal or variation of licence

93 Notification of change of particulars

94 Register of licensed persons

95 Lapsing, revocation and suspension of licence

96 Approval of chief executive officer and director of holder of capital markets services licence

97 Removal of officer of holder of capital markets services licence

98 Appeals

Division 2 — Exemptions

99 Exemptions from requirement to hold capital markets services licence

Division 3 — General

100 Power of Authority to make regulations

101 Power of Authority to issue written directions

Part V BOOKS, CUSTOMER ASSETS AND AUDIT

Division 1 — Books

102 Keeping of books and furnishing of returns

103 Penalties under this Division

Division 2 — Customer Assets

104 Handling of customer assets

105 Penalties under this Division

Division 3 — Audit

106 Appointment of auditors

107 Lodgment of annual accounts, etc.

108 Reports by auditor to Authority in certain cases

109 Power of Authority to appoint auditor

110 Power of auditors appointed by Authority

111 Offence to destroy, conceal, alter, etc., books

112 Safeguarding of books

113 Restriction on auditor’s and employee’s right to communicate certain matters

114 Exchanges, etc., may impose additional obligations on members

115 Additional powers of Authority in respect of auditors

116 Defamation

Part VI CONDUCT OF BUSINESS

Division 1 — General

117 Certain representations prohibited

118 Issue of contract notes

119 Restrictions on granting unsecured advances, loans or credit facilities to officers, etc., of holder of capital markets services licence

120 Licensed person or representative to disclose certain interests

121 Recommendations by licensed person

122 Priority to customers’ orders

123 Power of Authority to make regulations

124 Penalties under this Division

Division 2 — Securities

125 Dealings as principal

Division 3 — Futures Contracts and Leveraged Foreign Exchange Trading

126 Trading against customer

127 Cross-trading

128 Risk disclosure by certain persons

129 Penalties under this Division

Part VII DISCLOSURE OF INTERESTS

Division 1 — Registers of Interests in Securities

130 Application of this Division

131 Register of securities

132 Notice of particulars to Authority

133 Place at which register is kept

134 Defence to prosecution

135 Production of register

136 Extract of register

Division 2 — Disclosure by Substantial Shareholders

137 Duty of substantial shareholders to notify securities exchange

Part VIII SECURITIES INDUSTRY COUNCIL AND TAKE-OVER OFFERS

138 Securities Industry Council

139 Take-over Code

140 Offences relating to take-over offers

Part IX SUPERVISION AND INVESTIGATION

Division 1 — Supervisory Powers of Authority

Subdivision 1 Powers of Authority to require disclosure of information about securities and futures contracts

141 Interpretation of this Subdivision

142 Acquisition and disposal of securities or futures contracts, etc.

143 Exercise of certain powers in relation to securities

144 Exercise of certain powers in relation to futures contracts

145 Self-incrimination

146 Savings for advocates and solicitors

147 Immunities

148 Offences

149 Copies of or extracts from documents to be admitted in evidence

Subdivision 2 Inspection Powers of Authority

150 Inspection by Authority

Division 2 — Power of Minister to appoint inspector for investigating dealings in securities, etc.

151 Power of Minister to appoint inspectors

Division 3 — Investigative Powers of Authority

Subdivision 1 General

152 Investigation by Authority

153 Self-incrimination and savings for advocates and solicitors

Subdivision 2 Examination of persons

154 Requirement to appear for examination

155 Proceedings at examination

156 Requirements made of examinee

157 Examination to take place in private

158 Record of examination

159 Giving copies of record to other persons

160 Copies given subject to conditions

161 Record to accompany report

162 Offences under this Subdivision

Subdivision 3 Powers to obtain information

163 Power of Authority to order production of books

164 Application for warrant to seize books not produced

165 Powers where books are produced or seized

166 Powers where books not produced

167 Copies or extracts of books to be admitted in evidence

168 Offences under this Part

Part X ASSISTANCE TO FOREIGN REGULATORY AUTHORITIES

169 Interpretation of this Part

170 Conditions for provision of assistance

171 Other factors to consider for provision of assistance

172 Assistance that may be rendered

173 Offences under this Part

174 Immunities

Part XI INVESTOR COMPENSATION SCHEME

175 Interpretation of this Part

176 Establishment of fidelity fund

177 Moneys constituting fidelity fund

178 Fund to be kept in separate bank account

179 Payments out of fidelity fund

180 Accounts of fund

181 Fidelity fund to consist of amount of $20 million, etc.

182 Provisions if fund is reduced below minimum amount

183 Levy to meet liabilities

184 Power of securities exchange or futures exchange to make advances to fund

185 Investment of fund

186 Application of fund

187 Claims against fund

188 Notice calling for claims against fund

189 Power of securities exchange or futures exchange to settle claims

190 Power of securities exchange or futures exchange to require production of evidence

191 Subrogation of securities exchange or futures exchange to rights, etc., of claimant upon payment from fund

192 Payment of claims only from fund

193 Provision where fund insufficient to meet claims or where claims exceed total amount payable

194 Power of securities exchange or futures exchange to enter into contracts of insurance

195 Application of insurance moneys

Part XII MARKET CONDUCT

Division 1 — Prohibited Conduct — Securities

196 Application of this Division

197 False trading and market rigging transactions

198 Securities market manipulation

199 False or misleading statements, etc.

200 Fraudulently inducing persons to deal in securities

201 Employment of manipulative and deceptive devices

202 Dissemination of information about illegal transactions

203 Continuous disclosure

204 Penalties under this Division

Division 2 — Prohibited Conduct — Futures Contracts, Leveraged Foreign Exchange Trading

205 Application of this Division

206 False trading

207 Bucketing

208 Manipulation of price of futures contract and cornering

209 Fraudulently inducing persons to trade in futures contracts

210 Employment of fraudulent or deceptive devices, etc.

211 Dissemination of information about illegal transactions

212 Penalties under this Division

Division 3 — Insider Trading

213 Application of this Division

214 Interpretation of this Division

215 Information generally available

216 Material effect on price or value of securities

217 Trading and procuring trading in securities

218 Prohibited conduct by connected person in possession of inside information

219 Prohibited conduct by other persons in possession of inside information

220 Not necessary to prove intention to use

221 Penalties under this Division

222 Exception for withdrawal from registered scheme

223 Exception for underwriters

224 Exception for purchase pursuant to legal requirement

225 Exception for information communicated pursuant to legal requirement

226 Attribution of knowledge within corporations

227 Attribution of knowledge within partnerships, etc.

228 Exception for knowledge of person’s own intentions or activities

229 Exception for corporations and its officers, etc.

230 Unsolicited transactions by holder of capital markets services licence and representatives

231 Parity of information defences

Division 4 — Civil Liability

232 Civil penalty

233 Action under section 232 not to commence, etc., in certain situations

234 Civil liability

235 Action under section 234 not to commence, etc., in certain situations

236 Civil liability in event of conviction, etc.

237 Jurisdiction of District Court

238 Rules of Court

Part XIII OFFERS OF INVESTMENTS

Division 1 — Shares and Debentures

Subdivision 1 Interpretation

239 Preliminary provisions

Subdivision 2 Prospectus Requirements

240 Requirement for prospectus and profile statement, where relevant

241 Lodging supplementary document or replacement document

242 Stop order for prospectus and profile statement

243 Contents of prospectus

244 Invitation to public to lend money to or to deposit money with corporation

245 Retention of over-subscriptions and statement of asset-backing in debenture issues

246 Contents of profile statement

247 Exemption from requirements as to form or content of prospectus or profile statement

248 Exemption for certain governmental and international corporations as regards signing of copy of prospectus or profile statement by all directors

249 Expert’s consent to issue of prospectus containing statement by him

250 Duration of validity of prospectus

251 Restrictions on advertisements, etc.

252 Persons liable on prospectus or profile statement to inform person making offer or invitation about certain deficiencies

253 Criminal liability for false or misleading statements

254 Civil liability for false or misleading statements

255 Defences

256 Abridged prospectus for renounceable rights issues

257 Document containing offer of shares or debentures for sale deemed prospectus

258 Application and moneys to be held by company in trust in separate bank account until allotment

259 Allotment of shares and debentures where prospectus indicates application to list on securities exchange

260 Prohibition of allotment unless minimum subscription received

Subdivision 3 Debentures

261 Preliminary provisions

262 Qualifications of trustee for debenture holders

263 Retirement of trustees

264 Contents of trust deed

265 Power of court in relation to certain irredeemable debentures

266 Duties of trustees

267 Powers of trustee to apply to court for directions, etc.

268 Obligations of borrowing corporation

269 Obligation of guarantor corporation to furnish information

270 Loans and deposits to be immediately repayable on certain events

271 Liability of trustees for debenture holders

Subdivision 4 Exemptions

272 Interpretation of this Subdivision

273 Offer or invitation made under certain circumstances

274 Offer or invitation made to certain institutions or persons

275 Offer or invitation made to sophisticated investors

276 Circumstances in which a prospectus is not required on first sale of shares or debentures acquired under exemptions in section 274 or 275

277 Securities exchange offer or invitation

278 Offer or invitation in respect of international debentures

279 Offer or invitation in respect of debentures made by Government or international financial institutions

280 Reporting requirements

281 Revocation of exemption

282 Transactions under exempted offers or invitations subject to Division 2 of Part XII of the Companies Act and Part XII of this Act

Division 2 — Collective Investment Schemes

Subdivision 1 Interpretation

283 Interpretation of this Division

284 Code on Collective Investment Schemes

Subdivision 2 Authorisation and Recognition

285 Offers to public

286 Authorised schemes

287 Recognised schemes

288 Revocation, suspension or withdrawal of authorisation or recognition

289 Approval of trustees

290 Inspection of approved trustees

291 Duty of trustees to furnish Authority with such return and information as Authority requires

292 Liability of trustees

293 Authority may issue directions

294 Service

295 Winding up

Subdivision 3 Prospectus Requirements

296 Requirement for prospectus and profile statement, where relevant

297 Stop order for prospectus and profile statement

298 Lodging supplementary document or replacement document

299 Duration of validity of prospectus

300 Restrictions on advertisements, etc.

301 Issue of units where prospectus indicates application to list on securities exchange

302 Applicability of provisions relating to shares

Subdivision 4 Exemptions

303 Offer or invitation made under certain circumstances

304 Offer or invitation made to certain institutions or persons

305 Offer or invitation made to sophisticated investors

306 Power of Authority to exempt

307 Revocation of exemption

308 Transactions under exempted offers or invitations subject to Division 2 of Part XII of Companies Act and Part XII of this Act

Division 3 — Securities Hawking

309 Securities hawking prohibited

Part XIV APPEALS

310 Appeals to Minister

311 Appeal Advisory Committees

312 Disclosure of information

313 Regulations for the purpose of this Part

Part XV MISCELLANEOUS

314 Prohibition of use of certain titles

315 Secrecy

316 Opportunity to be heard

317 Records

318 Size, durability and legibility of records delivered to Authority

319 Supply of magnetic tapes — exclusion of liability for errors or omissions

320 Appointment of assistants

321 Codes, guidelines, etc., by Authority

322 Power of Authority to publish information

323 Immunity of Authority and its employees, etc.

324 Power of court to prohibit payment or transfer of moneys, securities, etc.

325 Power of court to make certain orders

326 Injunctions

327 Criminal jurisdiction of District Court

328 Falsification of records by officer, employee or agent of relevant person

329 Duty not to furnish false information to Authority

330 Duty not to furnish false statements to securities exchange, futures exchange, clearing house and Securities Industry Council

331 Corporate offenders and unincorporated associations

332 Offences by officers

333 Penalties for corporations

334 Power of Authority to reprimand for misconduct

335 General penalty

336 Proceedings with consent of Attorney-General and power to compound offences

337 Exemption

338 Power to make regulations giving effect to treaty, etc., relating to securities or futures

339 Extra-territoriality of Act

340 Amendment of Schedules

341 Regulations

342 Consequential amendments to other written laws

343 Transitional provisions

Legislative History

Comparative Table

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