Financial Advisers Act
(CHAPTER 110)

(Original Enactment: Act 43 of 2001)

REVISED EDITION 2007
(31st March 2007)
An Act to regulate financial advisers and their representatives and supervisors, and for other purposes relating thereto or connected therewith.
[2/2005]
[Act 18 of 2015 wef 01/01/2016]
[6th August 2002: Section 105 ;
1st October 2002: Sections 1 to 104 ]
PART I
PRELIMINARY
Short title
1.  This Act may be cited as the Financial Advisers Act.
Interpretation
2.—(1)  In this Act, unless the context otherwise requires —
“advocate and solicitor” means an advocate and solicitor of the Supreme Court or a foreign lawyer as defined in section 2(1) of the Legal Profession Act (Cap. 161);
[Act 35 of 2012 wef 18/03/2013]
“appointed representative”, in respect of a type of financial advisory service, has the meaning given to that expression in section 23C, and “appointed representative” means an appointed representative in respect of any type of financial advisory service;
[1/2009 wef 26/11/2010]
“approved exchange” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap. 289);
[Act 4 of 2017 wef 08/10/2018]
“approved holding company” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap. 289);
“auditor” means a public accountant who is registered or deemed to be registered under the Accountants Act (Cap. 2);
“Authority” means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act (Cap. 186);
“book” includes any record, register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise;
“capital markets products” has the same meaning as in section 2(1) of the Securities and Futures Act;
[Act 4 of 2017 wef 08/10/2018]
“collective investment scheme” has the same meaning as in section 2(1) of the Securities and Futures Act (Cap. 289);
“commodity” has the same meaning as in section 2(1) of the Securities and Futures Act;
[35/2007 wef 27/02/2008]
“company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“connected person”, in relation to —
(a)an individual, means —
(i)the individual’s spouse, son, adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father, mother, step-mother, brother, step-brother, sister or step-sister; and
(ii)a firm, a limited liability partnership or a corporation in which the individual or any of the persons mentioned in sub-paragraph (i) has control of not less than 20% of the voting power in the firm, limited liability partnership or corporation, whether such control is exercised individually or jointly; or
(b)a firm, a limited liability partnership or a corporation, means another firm, limited liability partnership or corporation in which the first-mentioned firm, limited liability partnership or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation,
and a reference in this Act to a person connected to another person shall be construed accordingly;
“corporation” has the same meaning as in section 4(1) of the Companies Act;
[Deleted by Act 4 of 2017 wef 08/10/2018]
“dealing in capital markets products” has the same meaning as in section 2(1) of the Securities and Futures Act;
[Act 4 of 2017 wef 08/10/2018]
“director” has the same meaning as in section 4(1) of the Companies Act;
“exempt financial adviser” means a financial adviser who is exempt under section 23(1) from holding a financial adviser’s licence;
“financial adviser” means a person who carries on a business of providing any financial advisory service, but does not include any person specified in the First Schedule;
“financial adviser’s licence” means a licence granted under section 13 in respect of a financial adviser, and “licensed financial adviser” shall be construed accordingly;
[1/2009 wef 26/11/2010]
“financial advisory service” means all or any of the services specified in the Second Schedule;
“financial journalist” means a person who contributes advice concerning specified products, or prepares analyses or reports concerning specified products, for publication in a newspaper, but does not include such person or a person belonging to such class of persons as may be prescribed;
[Act 4 of 2017 wef 08/10/2018]
[1/2009 wef 26/11/2010]
“financial year” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“firm” has the same meaning as in section 2(1) of the Business Names Registration Act 2014;
[Act 29 of 2014 wef 03/01/2016]
“futures contract” has the same meaning as in section 2(1) of the Securities and Futures Act;
[Act 4 of 2017 wef 08/10/2018]
[Deleted by Act 4 of 2017 wef 08/10/2018]
“independent sales audit unit”, in relation to a licensed financial adviser, means a unit of the licensed financial adviser which —
(a)audits the quality of the provision of financial advisory services by representatives of the licensed financial adviser; and
(b)is independent from all units of the licensed financial adviser which provide financial advisory services;
[Act 18 of 2015 wef 01/01/2016]
“investment product” means —
(a)any capital markets products;
[Act 4 of 2017 wef 08/10/2018]
(aa)spot foreign exchange contracts other than for the purposes of leveraged foreign exchange trading;
[Act 4 of 2017 wef 08/10/2018]
(b)any life policy; or
(c)any other product as may be prescribed;
“leveraged foreign exchange trading” has the same meaning as in section 2(1) of the Securities and Futures Act;
“licensed insurer” means an insurer who is for the time being licensed under section 8 of the Insurance Act (Cap. 142);
[Act 11 of 2013 wef 18/04/2013]
“life policy” has the same meaning as in the First Schedule to the Insurance Act (Cap. 142), but does not include any contract of reinsurance;
“limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act (Cap. 163A);
“manager” and “partner”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act;
“newspaper” has the same meaning as in section 2(1) of the Newspaper and Printing Presses Act (Cap. 206);
“officer” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“organised market” has the same meaning as in section 2(1) of the Securities and Futures Act;
[Act 4 of 2017 wef 08/10/2018]
“prescribed written law” means this Act, or any of the following written laws and any subsidiary legislation made thereunder:
(a)Banking Act (Cap. 19);
(b)Finance Companies Act (Cap. 108);
(c)Insurance Act (Cap. 142);
(d)Monetary Authority of Singapore Act (Cap. 186);
(e)Money-changing and Remittance Businesses Act (Cap. 187);
(f)Securities and Futures Act (Cap. 289); or
(g)such other written law as the Authority may prescribe;
“principal”, in relation to a representative, means a person whom the representative is in the direct employment of, is acting for or is acting by arrangement with, and on behalf of whom the representative provides or will provide any financial advisory service;
[Act 35 of 2012 wef 18/03/2013]
“provisional representative”, in respect of a type of financial advisory service, has the meaning given to that expression in section 23D, and “provisional representative” means a provisional representative in respect of any type of financial advisory service;
[1/2009 wef 26/11/2010]
“public register of representatives” means the register of that name under section 63A(3);
[1/2009 wef 26/11/2010]
“recognised market operator” has the same meaning as in section 2(1) of the Securities and Futures Act;
“record” means information that is inscribed, stored or otherwise fixed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
[1/2009 wef 26/11/2010]
[Deleted by Act 11 of 2013 wef 18/04/2013]
“related corporation” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“representative” means a person, by whatever name called, in the direct employment of, or acting for, or by arrangement with, a financial adviser, who performs on behalf of the financial adviser any financial advisory service, whether or not he is remunerated, and whether his remuneration, if any, is by way of salary, wages, commission or otherwise, and includes any officer of the financial adviser who performs for the financial adviser any financial advisory service whether or not he is remunerated, and whether his remuneration, if any, is by way of salary, wages, commission or otherwise;
[1/2009 wef 26/11/2010]
“securities” has the same meaning as in section 2(1) of the Securities and Futures Act;
“securities-based derivatives contract” has the same meaning as in section 2(1) of the Securities and Futures Act;
[Act 4 of 2017 wef 08/10/2018]
[Deleted by Act 4 of 2017 wef 08/10/2018]
“share” has the same meaning as in section 4(1) of the Companies Act;
“specified products” means securities, specified securities‑based derivatives contracts or units in a collective investment scheme;
[Act 4 of 2017 wef 08/10/2018]
“specified securities-based derivatives contract” and “spot foreign exchange contract” have the same meanings as in section 2(1) of the Securities and Futures Act;
[Act 4 of 2017 wef 08/10/2018]
“substantial shareholder” has the same meaning as in section 2(6) of the Securities and Futures Act;
[1/2009 wef 26/11/2010]
“supervisor”, in relation to a financial adviser, means any person (by whatever name described) who —
(a)is in the direct employment of, is acting for, or has an arrangement with the financial adviser; and
(b)is responsible, whether directly or indirectly, for the supervision or management of the conduct and performance of any representative of the financial adviser or another supervisor;
[Act 18 of 2015 wef 01/01/2016]
[Deleted by Act 4 of 2017 wef 08/10/2018]
“unit” means a group of individuals carrying out a common activity of a licensed financial adviser, each of whom is directly employed by, is acting for, or has an arrangement with the licensed financial adviser;
[Act 18 of 2015 wef 01/01/2016]
“unit in a collective investment scheme” or “units in a collective investment scheme” has the same meaning as “unit” in section 2(1) of the Securities and Futures Act;
[Act 4 of 2017 wef 08/10/2018]
“voting share” has the same meaning as in section 4(1) of the Companies Act;
“written direction” means a written direction issued under section 58.
[15/2003; 2/2005; 5/2005]
(2)  The definitions in the First Schedule to the Insurance Act (Cap. 142) shall have effect for the construction of references to life policies in this Act.
Associated person
3.—(1)  Unless the context otherwise requires, any reference in this Act to a person associated with another person shall be construed as a reference to —
(a)where the other person is a corporation —
(i)a director or secretary of the corporation;
(ii)a related corporation; or
(iii)a director or secretary of such a related corporation;
(b)where the matter to which the reference relates is the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation, a person with whom the other person has entered into, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal, or express or implied —
(i)by reason of which either of those persons may exercise, directly or indirectly control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the corporation;
(ii)with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the corporation; or
(iii)under which either of those persons may acquire from the other of them shares in the corporation or may be required to dispose of such shares in accordance with the directions of the other of them,
except that, in relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person;
(c)a person with whom the other person is acting, or proposes to act, in concert in relation to the matter to which the reference relates;
(d)where the matter to which the reference relates is a matter, other than the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation —
(i)subject to subsection (2), a person who is a director of a corporation of which the other person is a director; or
(ii)a trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money;
(e)a person with whom the other person is, according to any subsidiary legislation made under this Act, to be regarded as associated in respect of the matter to which the reference relates;
(f)a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or
(g)where the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person as referred to in paragraph (a), (b), (c), (d), (e) or (f), that last-mentioned person.
(2)  Where, in proceedings under this Act, it is alleged that a person referred to in subsection (1)(d)(i) was associated with another person at a particular time, the first-mentioned person shall not be considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first-mentioned person at that time knew or ought reasonably to have known the material particulars of that matter.
(3)  A person shall not be taken to be associated with another person by virtue of subsection (1)(b), (c), (e) or (f) by reason only of one or more of the following:
(a)that one of those persons furnishes advice to, or acts on behalf of, the other person in the proper performance of the functions attaching to his professional capacity or to his business relationship with the other person;
(b)that one of those persons, a customer, gives specific instructions to the other, whose ordinary business includes dealing in capital markets products, to acquire shares on the customer’s behalf in the ordinary course of that business;
[Act 4 of 2017 wef 08/10/2018]
(c)that one of those persons has sent, or proposes to send, to the other, a take-over offer, or has made, or proposes to make, offers under a take-over announcement, within the meaning of the Take-over Code issued under section 321(1) of the Securities and Futures Act (Cap. 289), in relation to shares held by the other;
(d)that one of those persons has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.
[SIA, s. 3; SF Bill, Clause 3]
Interest in specified products
4.—(1)  Subject to this section, a person has an interest in specified products if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those specified products.
[Act 4 of 2017 wef 08/10/2018]
(2)  For the purposes of subsection (1), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular specified products is or is capable of being made subject to restraint or restriction.
[Act 4 of 2017 wef 08/10/2018]
(3)  Where any property held in trust consists of or includes specified products and a person knows, or has reasonable grounds for believing, that he has an interest under the trust, he shall be deemed to have an interest in those specified products.
[Act 4 of 2017 wef 08/10/2018]
(4)  Where a corporation has, or is by the provisions of this section deemed to have, an interest in a specified product and —
(a)the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person; or
(b)a person has a controlling interest in the corporation,
that person shall be deemed to have an interest in that specified product.
[Act 4 of 2017 wef 08/10/2018]
(5)  Where a corporation has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a specified product and —
(a)a person is;
(b)the associates of a person are; or
(c)a person and his associates are,
entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation, that person shall be deemed to have an interest in that specified product.
[Act 4 of 2017 wef 08/10/2018]
(6)  For the purposes of subsection (5), a person is an associate of another person if the first-mentioned person is —
(a)a subsidiary of that other person;
(b)a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the specified product referred to in subsection (5); or
[Act 4 of 2017 wef 08/10/2018]
(c)a corporation that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that specified product.
[Act 35 of 2014 wef 01/07/2015]
[Act 4 of 2017 wef 08/10/2018]
(7)  A person shall be deemed to have an interest in a specified product in any one or more of the following circumstances:
(a)where he has entered into a contract to purchase a specified product;
[Act 4 of 2017 wef 08/10/2018]
(b)where he has a right, otherwise than by reason of having an interest under a trust, to have a specified product transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;
[Act 4 of 2017 wef 08/10/2018]
(c)where he has the right to acquire a specified product, or an interest in a specified product, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
[Act 4 of 2017 wef 08/10/2018]
(d)where he is entitled, otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to a specified product, not being a specified product of which he is the registered holder.
[Act 4 of 2017 wef 08/10/2018]
(8)  A person shall be deemed to have an interest in a specified product if that specified product is held jointly with another person.
[Act 4 of 2017 wef 08/10/2018]
(9)  For the purpose of determining whether a person has an interest in a specified product, it is immaterial that the interest cannot be related to a particular specified product.
[Act 4 of 2017 wef 08/10/2018]
(10)  There shall be disregarded —
(a)an interest in a specified product if the interest is that of a person who holds the specified product as bare trustee;
[Act 4 of 2017 wef 08/10/2018]
(b)an interest in a specified product if the interest is that of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
[Act 4 of 2017 wef 08/10/2018]
(c)an interest of a person in a specified product if that interest is an interest held by him by reason of his holding a prescribed office;
[Act 4 of 2017 wef 08/10/2018]
(d)an interest of a company in its own securities if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G of the Companies Act (Cap. 50); and
(e)a prescribed interest in a specified product being an interest of such person, or of a person included in such class of persons, as may be prescribed.
[Act 4 of 2017 wef 08/10/2018]
(11)  An interest in a specified product shall not be disregarded by reason only of —
(a)its remoteness;
(b)the manner in which it arose; or
(c)the fact that the exercise of a right conferred by the interest is or is capable of being made subject to restraint or restriction.
[SIA, s. 4; SF Bill, Clause 4]
[Act 4 of 2017 wef 08/10/2018]
(12)  In subsection (6)(a), “subsidiary” has the same meaning as in section 5 of the Companies Act (Cap. 50).
[Act 35 of 2014 wef 01/07/2015]
[Act 4 of 2017 wef 08/10/2018]
Amendment of Schedules
5.—(1)  The Minister may from time to time, by order published in the Gazette, amend, add to or vary the First, Second or Third Schedule.
[15/2003]
(2)  The Minister may, in any order made under subsection (1), make such incidental, consequential or supplementary provisions as may be necessary or expedient.
(3)  Any order made under subsection (1) shall be presented to Parliament as soon as possible after publication in the Gazette.