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

4A Specific classes of investors

Part II MARKETS

5 Objectives of this Part

Division 1 — Establishment of Markets

6 Requirement for approval or recognition

Subdivision (1) — Approved exchange and recognised market operator

7 Application for approval or recognition

8 Power of Authority to approve exchanges and recognise market operators

9 General criteria to be taken into account by Authority

10 Annual fees payable by approved exchange and recognised market operator

11 Change in status

12 Cancellation of approval or recognition

13 Power of Authority to revoke approval and recognition

Subdivision (2) — Exempt market operator

14 Power of Authority to exempt corporations from approval or recognition

15 Power of Authority to revoke exemption

Division 2 — Regulation of Approved Exchanges

Subdivision (1) — Obligations of approved exchanges

16 General obligations

17 Obligation to notify Authority of certain matters

18 Obligation to maintain proper records

19 Obligation to submit periodic reports

20 Obligation to assist Authority

21 Obligation to maintain confidentiality

22 Penalties under this Subdivision

Subdivision (2) — Rules of approved exchanges

23 Business rules and listing rules of approved exchanges

24 Business rules of approved exchanges have effect as contract

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

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

Subdivision (3) — Matters requiring approval of Authority

27 Control of substantial shareholding in approved exchanges

28 Approval of chairman, chief executive officer, director and key persons

29 Power of Authority to approve instruments, contracts and transactions

30 Listing of approved exchanges on securities market

Subdivision (4) — Powers of Authority

31 Fixing of position and trading limits in futures contracts

32 Power of Authority in securities market

33 Additional powers of Authority in respect of auditors

34 Emergency powers of Authority

35 Power of Authority to exempt approved exchanges from provisions of this Part

Subdivision (5) — Immunity

36 Immunity from criminal or civil liability

Division 3 — Regulation of Recognised Market Operators

37 General obligations

38 Obligation to notify Authority of certain matters

39 Obligation to maintain proper records

40 Obligation to submit periodic reports

41 Obligation to assist Authority

42 Power of Authority to approve instruments, contracts and transactions

43 Penalties under this Division

Division 4 — General Powers of Authority

44 Power of Authority to remove officers

45 Power of Authority to make regulations

46 Power of Authority to issue directions

Part III CLEARING FACILITIES

47 Objectives of this Part

48 Interpretation of this Part

Division 1 — Establishment of Clearing Facilities

49 Requirement to notify

50 Provision of information to Authority

51 Notification of change of particulars

52 Obligation to assist Authority

53 Exemption

54 Power to stop commencement or order cessation

Division 2 — Designation of Persons Operating Clearing Facilities

55 Designation of persons operating clearing facilities

56 Prohibition on holding out

57 General criteria to be taken into account by Authority

58 Withdrawal of designation

Division 3 — Regulation of Designated Clearing Houses

Subdivision (1) — Obligations of designated clearing houses

59 General obligations

60 Obligation to notify Authority of certain matters

61 Obligation to manage risks prudently

62 Obligation in relation to customers’ money and assets held by designated clearing house

63 Permissible use of customers’ money and assets by designated clearing house

64 Permissible investments of customers’ money and assets by designated clearing house

65 Obligation to maintain proper records

66 Obligation to submit periodic reports

67 Obligation to assist Authority

68 Obligation to maintain confidentiality

69 Annual fees payable by designated clearing house

70 Penalties under this Subdivision

Subdivision (2) — Rules of designated clearing houses

71 Business rules of designated clearing houses

72 Business rules of designated clearing houses have effect as contract

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

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

Subdivision (3) — Matters requiring approval of Authority

75 Control of substantial shareholding in designated clearing houses

76 Approval of chairman, chief executive officer, director and key persons

77 Listing of designated clearing houses on securities market

Subdivision (4) — Powers of Authority

78 Power to impose conditions or restrictions

79 Power of Authority to issue directions

80 Power to order cessation of designated clearing houses

81 Emergency powers of Authority

81A Power of Authority to remove officers

81B Additional powers of Authority in respect of auditors

81C Power of Authority to exempt designated clearing houses from provisions of this Part

Subdivision (5) — Immunity

81D Immunity from criminal or civil liability

Division 4 — Insolvency

81E Application of this Division

81F Proceedings of designated clearing house shall take precedence over law of insolvency

81G Supplementary provisions as to default proceedings

81H Duty to report on completion of default proceedings

81I Net sum payable on completion of default proceedings

81J Disclaimer of onerous property, rescission of contracts, etc.

81K Adjustment of prior transactions

81L Right of relevant office holder to recover certain amounts arising from certain transactions

81M Application of market collateral not affected by certain other interest, etc.

81N Enforcement of judgments over property subject to market charge, etc.

81O Law of insolvency in other jurisdictions

81P Participant to be party to certain transactions as principal

81Q Preservation of rights, etc.

81R Immunity from criminal or civil liability

Division 5 — General Powers of Authority

81S Power of Authority to make regulations

Part IIIA APPROVED HOLDING COMPANIES

81T Objectives of this Part

Division 1 — Establishment of Approved Holding Companies

81U Requirement for approval

81V Application for approval

81W Power of Authority to approve holding companies

81X Annual fees payable by approved holding company

81Y Cancellation of approval

81Z Power of Authority to revoke approval

Division 2 — Regulation of Approved Holding Companies

81ZA Obligation to notify Authority of certain matters

81ZB Obligation to submit periodic reports

81ZC Obligation to assist Authority

81ZD Obligation to maintain confidentiality

81ZE Control of substantial shareholding in approved holding companies

81ZF Approval of chairman, chief executive officer, director and key persons

81ZG Listing of approved holding companies on securities market

81ZH Additional powers of Authority in respect of auditors

81ZI Power of Authority to exempt approved holding companies from provisions of this Part

81ZJ Power of Authority to remove officers

81ZK Power of Authority to make regulations

81ZL Power of Authority to issue directions

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

87A Temporary 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

99A Annual fees payable by exempt person and its representative

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

103A Interpretation of this Division

104 Handling of customer assets

104A Non-availability of customer money and other assets for payment of debt

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 (Repealed)

120 Disclosure of certain interests in respect of underwriting agreement

121 (Repealed)

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

Division 3 — Disclosure by Substantial Unitholders

137A Duty of substantial unitholders to notify securities exchange

137B Duty of substantial unitholders to notify trustee of collective investment scheme

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 of or extracts from 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

196A Interpretation 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 redemption of units in collective investment 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 and limited liability partnerships

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

239A Authority may disapply this Division to certain offers

Subdivision (2) — Prospectus requirements

240 Requirement for prospectus and profile statement, where relevant

240A Debenture issuance programme

241 Lodging supplementary document or replacement document

242 Stop order for prospectus and profile statement

243 Contents of prospectus

244 (Repealed)

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 entities as regards signing of copy of prospectus or profile statement by all directors or equivalent persons

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

249A Consent of issue manager and underwriter to being named in prospectus or profile statement

250 Duration of validity of prospectus and profile statement

251 Restrictions on advertisements, etc.

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

253 Criminal liability for false or misleading statements

254 Civil liability for false or misleading statements

255 Defences

256 (Repealed)

257 Document containing offer of securities for sale deemed prospectus

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

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

260 Prohibition of allotment unless minimum subscription received

Subdivision (3) — Debentures

261 Preliminary provisions

262 Offer of asset-backed securities

263 (Repealed)

264 (Repealed)

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.

267A Right of Authority, securities exchange and holders of debentures to apply to court for order

268 Obligations of borrowing entity

269 Obligation of guarantor entity 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 Issue or transfer of securities for no consideration

272A Small offers

272B Private placement

273 Offer made under certain circumstances

274 Offer made to institutional investors

275 Offer made to accredited investors and certain other persons

276 Offer of securities acquired pursuant to section 274 or 275

277 Offer made using offer information statement

278 Offer in respect of international debentures

279 Offer of debentures made by Government or international financial institutions

280 Making offer using automated teller machine or electronic means

281 Revocation of exemption

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

Division 1A — Business Trusts

Subdivision (1) — Interpretation

282A Preliminary provisions

282B Division not to apply to certain business trusts which are collective investment schemes

Subdivision (2) — Prospectus requirements

282C Requirement for prospectus and profile statement, where relevant

282D Lodging supplementary document or replacement document

282E Stop order for prospectus and profile statement

282F Contents of prospectus

282G Contents of profile statement

282H Exemption from requirements as to form or content of prospectus or profile statement

282I Expert’s consent to issue of prospectus or profile statement containing statement by him

282J Consent of issue manager and underwriter to being named in prospectus or profile statement

282K Duration of validity of prospectus and profile statement

282L Restrictions on advertisements, etc.

282M Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies

282N Criminal liability for false or misleading statements

282O Civil liability for false or misleading statements

282P Defences

282Q Document containing offer of units or derivatives of units for sale deemed prospectus

282R Application and moneys to be held in trust in separate bank account until allotment

282S Allotment of units or derivatives of units where prospectus indicates application to list on securities exchange

282T Prohibition of allotment unless minimum subscription received

Subdivision (3) — Exemptions

282U Issue or transfer of units or derivatives of units for no consideration

282V Small offers

282W Private placement

282X Offer made under certain circumstances

282Y Offer made to institutional investors

282Z Offer made to accredited investors and certain other persons

282ZA Offer of securities acquired pursuant to section 282Y or 282Z

282ZB Offer made using offer information statement

282ZC Making offer using automated teller machine or electronic means

282ZD Revocation of exemption

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

Subdivision (4) — Debentures

282ZF Applicability of provisions relating to prospectus requirements

Division 2 — Collective Investment Schemes

Subdivision (1) — Interpretation

283 Interpretation of this Division

283A Use of term "real estate investment trust"

284 Code on Collective Investment Schemes

284A Authority may disapply this Division to certain offers and invitations

284B Division not to apply to certain collective investment schemes which are business trusts

Subdivision (2) — Authorisation and recognition

285 Offers of units in collective investment schemes

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 and profile statement

300 Restrictions on advertisements, etc.

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

302 Application of provisions relating to securities

Subdivision (4) — Exemptions

302A Issue or transfer for no consideration

302B Small offers

302C Private placement

303 Offer or invitation made under certain circumstances

304 Offer made to institutional investors

304A First sale of units acquired pursuant to section 304

305 Offer made to accredited investors and certain other persons

305A First sale of units acquired pursuant to section 305

305B Offer made using offer information statement

305C Making offer using automated teller machine or electronic means

306 Power of Authority to exempt

307 Revocation of exemption

308 Transactions under exempted offers 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 purposes of this Part

Part XV MISCELLANEOUS

314 (Repealed)

315 (Repealed)

316 Opportunity to be heard

317 Records

318 Size, durability and legibility of records delivered to Authority

318A Translation of instruments

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 (Repealed)

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, designated 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

Legislative Source Key

Legislative History

Comparative Table

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