Division 1 — Voluntary transfer of business
Interpretation of this Division
116.  In this Division —
“transferee” means a licensed insurer, a company or a co‑operative society which has applied or will be applying for a licence to carry on the relevant class or classes of business, to which the whole or part of a transferor’s business is or is to be, or is proposed to be, transferred under this Division;
“transferor” means a licensed insurer, the whole or part of the business of which is or is to be, or is proposed to be, transferred under this Division.
[49FA
[16/2011; 11/2013]
Voluntary transfer of business
117.—(1)  The whole or part of the insurance business of a transferor may only be transferred to a transferee in respect of the class or classes of business to be transferred if —
(a)the transfer is effected by a scheme under this section; and
(b)the transferor has obtained the approval of the Authority for such a transfer.
[16/2011; 11/2013]
(2)  Any approval granted by the Authority under this section for the transfer of the whole or part of the insurance business of a licensed insurer may be subject to such conditions as the Authority may determine.
[16/2011; 11/2013]
(3)  The Authority may at any time, add to, vary or revoke any conditions imposed under subsection (2).
[16/2011]
(4)  Subsection (1) does not apply to the transfer of the whole or part of any insurance business of a company established or incorporated outside Singapore, except insofar as it relates to Singapore policies or offshore policies.
[11/2013]
(5)  Subject to subsection (7), subsection (1)(a) does not apply to the transfer of the whole or part of any insurance business of —
(a)a licensed insurer where it relates to the reinsurance business of that insurer; or
(b)a captive insurer.
[11/2013]
(6)  To avoid doubt, subsection (5)(a) does not affect, in relation to the transfer of the whole or any part of any insurance business of a licensed direct insurer under subsection (1), the reinsurance of liabilities under such transferred insurance business.
[16/2011; 11/2013]
(7)  A licensed insurer which falls within subsection (5)(a) or (b) may apply to the Authority in writing for consent to transfer the whole or part of its insurance business to another licensed insurer, by a scheme under this section, in which event Division 1 of this Part applies to the licensed insurer.
[16/2011; 11/2013]
(8)  Any licensed insurer, not being a company established or incorporated outside Singapore, has by virtue of this section power to make such a transfer by a scheme under this section, and the directors have authority on behalf of the insurer to arrange for and do all things necessary to give effect to such a transfer.
[16/2011; 11/2013]
(9)  Subsection (8) applies despite the absence of the power or authority mentioned in that subsection under the constitution of the licensed insurer or any limitation imposed by its constitution on its powers or on the authority of its directors.
[16/2011; 11/2013]
(10)  A scheme under this section may provide for the business in question to be transferred to a body not licensed as an insurer under this Act in respect of the relevant class of business (including a body not yet in existence), if the scheme is so framed as to operate only in the event of the body becoming so licensed.
[16/2011; 11/2013]
(11)  A scheme under this section for the transfer of any insurance business by a transferor may extend to the transfer with it of any other business, not being insurance business, where the other business is carried on by the transferor as ancillary only to the insurance business transferred.
[16/2011]
(12)  A scheme under this section may include provision for matters incidental to the transfer thereby effected, and provision for giving effect to that transfer and, in particular —
(a)for any property, rights or liabilities of the transferor (including assets comprised in a deposit under this Act or in an insurance fund) to vest, by virtue of the scheme and without further or other assurance, in the transferee; and
(b)for the registration by the transferee of policies transferred, for the amounts to be included in respect of those policies in the transferee’s insurance fund and for other matters arising under this Act out of the transfer.
[16/2011]
(13)  A scheme under this section has no effect unless confirmed by the General Division of the High Court, but may be prepared and submitted for confirmation to the General Division of the High Court by any of the insurers concerned.
[16/2011; 40/2019]
(14)  If so confirmed, the scheme has effect according to its tenor despite anything in the preceding sections of this Act and is binding on any person thereby affected.
[49FB
[16/2011]
Confirmation of schemes
118.—(1)  Before an application is made to the General Division of the High Court for confirmation of a scheme under section 117 —
(a)a copy of the scheme must be lodged with the Authority together with copies of the actuarial and other reports (if any) upon which the scheme is founded after the transferor has obtained the approval of the Authority pursuant to section 117(1);
(b)not earlier than one month after the copy is so lodged, notice of the intention to make the application (containing such particulars as are prescribed) must be published in the Gazette and in at least 2 newspapers approved by the Authority; and
(c)for a period of 15 days after the publication of the notice, a copy of the scheme must be kept at each office in Singapore of the transferor and must be opened to inspection by all members and policy owners of the transferor who are affected by the scheme.
[16/2011; 40/2019]
(2)  The Authority may cause a report on the scheme to be made by an actuary independent of the parties to the scheme and, if it does so, must cause a copy of the report to be sent to each of the transferor and transferee.
[16/2011]
(3)  Copies of the scheme and any such report as is mentioned in subsection (1)(a) or (2), or summaries approved by the Authority of the scheme and any such report, must, except insofar as the General Division of the High Court upon application made in that behalf otherwise directs, be transmitted by the transferor and transferee, at least 15 days before application is made for confirmation of the scheme, to every policy owner affected by the scheme.
[16/2011; 40/2019]
(4)  An application to the General Division of the High Court with respect to any matter connected with the scheme may, at any time before confirmation by the General Division of the High Court, be made by the Authority or by any person who, in the opinion of the General Division of the High Court, is likely to be affected by the scheme.
[16/2011; 40/2019]
(5)  The General Division of the High Court may confirm the scheme without modification or subject to modifications agreed to by the transferor and transferee, or may refuse to confirm the scheme.
[16/2011; 40/2019]
(6)  The transferor and transferee are jointly and severally liable to reimburse to the Authority any expenses incurred by the Authority under this section in connection with any scheme or proposed scheme (subject to any order of the General Division of the High Court as to costs).
[16/2011; 40/2019]
(7)  The scheme or proposed scheme referred to in subsection (6) must include provision as to how that liability is, as between the transferor and transferee, to be borne.
[49FC
[16/2011]
Documents to be filed when scheme confirmed
119.—(1)  Where, by a scheme under section 117, the insurance business of a transferor is transferred to a transferee, the transferee must, within one month after the scheme takes effect, lodge with the Authority —
(a)statements of the assets and liabilities of each of the transferor and transferee as at the time immediately before the transfer, signed on behalf of the transferor or transferee (as the case may be) and in the case of the transferor, indicating whether the transfer is of the whole of the transferor’s business and, if not, the extent to which the transferor’s assets and liabilities relate to the business transferred;
(b)a copy of the scheme as confirmed by the General Division of the High Court, and a certified copy of the order of the General Division of the High Court confirming the scheme;
(c)copies of any actuarial or other reports upon which the scheme was founded (being reports made since a copy of the scheme was lodged under section 118(1));
(d)a statement, in such form and manner as the Authority may specify in writing, from an auditor of the transferee who satisfies the conditions mentioned in section 94(7)(a) and (b) certifying that the assets and liabilities of the transferor relating to the business transferred have been assumed and accounted for in the books of the transferee; and
(e)a statutory declaration made by the chairperson of the board of directors of the transferee, or by its chief executive, fully setting forth every payment made or to be made to any person on account of the transfer, and stating that, to the best of his or her belief, no other payment beyond those so set forth has been, or is to be, made on account thereof by or with the knowledge of any insurer concerned; and in this paragraph, references to the making of a payment include references to the transfer of property or rights of any description.
[16/2011; 11/2013; 40/2019]
(2)  If the statement lodged in accordance with subsection (1)(d) is not in the form or manner specified by the Authority of the Authority, the Authority may, by written notice, give such directions to the transferee to procure that the statement contains such particulars as may be necessary for the purposes of subsection (1)(d), but nothing in this subsection compels an auditor to amend the auditor’s opinion in the statement.
[11/2013]
(3)  On the confirmation of a scheme under section 118, each of the transferor and transferee must (unless it is an unincorporated company) file a copy of the scheme with the Registrar of Companies or, in the case of co‑operative societies, with the Registrar of Co‑operative Societies.
[16/2011; 11/2013]
(4)  Any transferee which fails to comply with any direction of the Authority under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
[49FD
[11/2013]