Division 1 — General provisions
Interpretation of this Part
30AAK.  In this Part, unless the context otherwise requires —
“affected person”, in relation to a specified financial institution, means any person prescribed by regulations made under section 30AAZN as an affected person for that specified financial institution;
“business” includes affairs and property;
“co-operative society” means a co-operative society registered under the Co-operative Societies Act (Cap. 62);
“Court” means the High Court or a Judge thereof;
“director”, in relation to a specified financial institution or a significant associated entity referred to in section 30AAZI, includes —
(a)any person, by whatever name described, occupying the position of director of the specified financial institution or significant associated entity (as the case may be);
(b)a person in accordance with whose directions or instructions the directors of the specified financial institution or significant associated entity (as the case may be) are accustomed to act; and
(c)an alternate director, or a substitute director, of the specified financial institution or significant associated entity (as the case may be);
“excluded financial institution” means any person who is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any of the written laws set out in the Schedule, and is prescribed by regulations made under section 30AAZN as an excluded financial institution;
“executive officer”, in relation to a specified financial institution or a significant associated entity referred to in section 30AAZI, means any person, by whatever name described, who —
(a)is in the direct employment of, or acting for or by arrangement with, the specified financial institution or significant associated entity (as the case may be); and
(b)is concerned with or takes part in the management of the specified financial institution or significant associated entity (as the case may be) on a day-to-day basis;
“office holder”, in relation to a specified financial institution, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the specified financial institution, or acting in an equivalent capacity in relation to the specified financial institution;
“pertinent financial institution” means any person who is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any of the written laws set out in the Schedule, and is prescribed by regulations made under section 30AAZN as a pertinent financial institution;
“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act (Cap. 50) and includes any Deputy or Assistant Registrar of Companies appointed under that Act;
“Registrar of Co-operative Societies” means the Registrar of Co-operative Societies appointed under the Co-operative Societies Act and includes any Assistant Registrar of Co-operative Societies appointed under that Act;
“relevant Act”, in relation to a specified financial institution, means the Act under which that specified financial institution is approved, authorised, designated, recognised, registered, licensed or otherwise regulated;
“relevant provisions”, in relation to any specified financial institution, or any person who is carrying on or has carried on the significant business of a specified financial institution, means such provisions of written law as may be prescribed by regulations made under section 30AAZN as relevant provisions for that specified financial institution or person, as the case may be;
“significant business”, in relation to a specified financial institution, means the usual business of a financial institution belonging to the same class of financial institutions as that specified financial institution;
“specified financial institution” means a pertinent financial institution or an excluded financial institution;
“Take-over Code” means the Singapore Code on Take-overs and Mergers which is referred to in section 139 of the Securities and Futures Act (Cap. 289) and is issued by the Authority under section 321(1) of that Act.
[Act 9 of 2013 wef 18/04/2013]
Exercise of powers under Divisions 2, 3 and 4 of this Part
30AAL.  In determining whether to exercise its powers under Divisions 2, 3 and 4 of this Part in relation to a pertinent financial institution, the Authority may have regard to one or more of the following matters:
(a)whether a failure of the pertinent financial institution would have a widespread adverse effect on the financial system in Singapore or the economy of Singapore, or both, whether or not that widespread adverse effect occurs directly or indirectly as a result of the impact of the failure on the financial system in Singapore, on the financial markets in Singapore or on other financial institutions in Singapore;
(b)whether it is in the public interest to do so;
(c)any other matter that the Authority considers relevant.
[Act 9 of 2013 wef 18/04/2013]
Directions or regulations concerning persons that have ceased to be specified financial institutions
30AAM.—(1)  The Authority may, from time to time, issue such directions or make such regulations concerning any person that has ceased to be a specified financial institution, or any class of persons that has ceased to be a class of specified financial institutions, as the Authority considers necessary —
(a)in order to discharge, or to facilitate the discharge of, any binding obligation of the person or class of persons, as the case may be; or
(b)where it is in the public interest to do so.
(2)  Subsection (1) applies, to a person that has ceased to be a specified financial institution, regardless of whether the reason for the cessation is one or more of the following matters:
(a)the withdrawal by the Authority of any approval, authorisation, designation or recognition of the person;
(b)the cancellation by the Authority, or the expiration, of any registration of the person;
(c)the revocation by the Authority, or the expiration, of any licence of the person;
(d)the cessation of the regulation of the person by the Authority;
(e)the cessation of any business of the person, being a business which is regulated under this Act or any of the written laws set out in the Schedule.
(3)  A person to whom any direction is issued under subsection (1), or to whom any regulations made under subsection (1) applies, shall comply with the direction or regulations, notwithstanding any other duty imposed on the person by any rule of law, written law or contract.
(4)  A person shall not in carrying out any act in compliance with any direction issued or regulations made under subsection (1) be treated as being in breach of any such rule of law, written law or contract.
(5)  A person shall not disclose any direction issued under subsection (1) if the Authority notifies the person that the Authority is of the opinion that the disclosure of the direction is against the public interest.
(6)  Any person who —
(a)fails to comply with a direction issued to him under subsection (1);
(b)contravenes any regulations made under subsection (1); or
(c)contravenes subsection (5),
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
(7)  It shall not be necessary to publish any direction issued under subsection (1) in the Gazette.
[Act 9 of 2013 wef 18/04/2013]
Directions and notices issued under Act or written laws in Schedule to continue to apply to persons who cease to be specified financial institutions
30AAN.—(1)  Where a person ceases to be a specified financial institution, any direction or notice issued under this Act or any of the written laws set out in the Schedule (being a direction or notice which was in force, and which applied to that person, immediately before that person ceased to be a specified financial institution) shall, notwithstanding any rule of law or written law to the contrary, continue to apply to that person, until that direction or notice is cancelled by the Authority.
(2)  Subsection (1) applies, to a person that has ceased to be a specified financial institution, regardless of whether the reason for the cessation is one or more of the following matters:
(a)the withdrawal by the Authority of any approval, authorisation, designation or recognition of the person;
(b)the cancellation by the Authority, or the expiration, of any registration of the person;
(c)the revocation by the Authority, or the expiration, of any licence of the person;
(d)the cessation of the regulation of the person by the Authority;
(e)the cessation of any business of the person, being a business which is regulated under this Act or any of the written laws set out in the Schedule.
(3)  Any person referred to in subsection (1) who, after ceasing to be a specified financial institution, fails to comply with a direction or notice referred to in that subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part thereof during which the offence continues after conviction.
[Act 9 of 2013 wef 18/04/2013]
Moratorium
30AAO.—(1)  The Authority may, if it considers it to be in the interests of the affected persons of a specified financial institution, make an order prohibiting that specified financial institution from carrying on its significant business or from doing or performing any act or function connected with its significant business or any aspect thereof that may be specified in the order.
(2)  The Authority may, if it considers it to be in the interests of the affected persons of a specified financial institution, apply to the High Court for, and the High Court may make, one or more of the following orders:
(a)that no resolution shall be passed, and no order shall be made, for the winding up of the specified financial institution;
(b)that no judicial management order under Part VIIIA of the Companies Act (Cap. 50) shall be made in relation to the specified financial institution, or that any judicial management order which is in force in relation to the specified financial institution shall be discharged;
(c)that no proceedings shall be commenced or continued by or against the specified financial institution in respect of any business of the specified financial institution;
(d)that no execution, distress or other legal process shall be commenced, levied or continued against any property of the specified financial institution;
(e)that no steps shall be taken to enforce any security over any property of the specified financial institution or to repossess from the specified financial institution any goods under any hire-purchase agreement, chattels leasing agreement or retention of title agreement;
(f)that no steps shall be taken by any person, other than a person specified in the order, to sell, transfer, assign or otherwise dispose of any property of the specified financial institution.
(3)  Any sale, transfer, assignment or other disposition of any property of the specified financial institution in contravention of any order made under subsection (2)(f) shall be void.
(4)  Any order made under subsection (2) shall be valid for a period not exceeding 6 months.
(5)  So long as an order under subsection (1) remains in force, the Authority may, by notice in writing to that specified financial institution, suspend the approval, authorisation, designation, recognition, registration or licence of that specified financial institution under the relevant Act.
[Act 9 of 2013 wef 18/04/2013]
General provisions as to winding up
30AAP.—(1)  On the application of the Authority, the Court may, in addition to the grounds specified in section 254(1) of the Companies Act (Cap. 50), order under that Act the winding up of a company incorporated in Singapore which is carrying on or has carried on the significant business of a specified financial institution in Singapore, if —
(a)the Authority has exercised any power under the relevant provisions in relation to the company; or
(b)the company has contravened any provision of this Act or any of the written laws set out in the Schedule.
(2)  On the application of the Authority, the Court may, in addition to the grounds specified in section 351(1) of the Companies Act, order under that Act the winding up of an unregistered company which is carrying on or has carried on the significant business of a specified financial institution in Singapore, if —
(a)the Authority has exercised any power under the relevant provisions in relation to the unregistered company;
(b)the unregistered company has been approved, authorised, designated, recognised, registered, licensed or otherwise regulated under this Act or any of the written laws set out in the Schedule, and any of the following applies:
(i)the approval, authorisation, designation or recognition of the unregistered company has been withdrawn;
(ii)the registration of the unregistered company has been cancelled or has expired;
(iii)the licence of the unregistered company has been revoked or has expired;
(iv)the regulation of the unregistered company by the Authority has ceased; or
(c)the unregistered company is carrying on or has carried on the significant business of a specified financial institution in Singapore in contravention of any provision of this Act or any of the written laws set out in the Schedule.
(3)  Notwithstanding sections 254(2) and 351(2) of the Companies Act, on the application of the Authority for the winding up, on the ground specified in section 254(1)(e) or 351(1)(c)(ii) of the Companies Act, of a company which is carrying on or has carried on the significant business of a specified financial institution in Singapore, any statement of account lodged by the company with the Authority, at any time during the period beginning with the close of the last financial year of the company and ending with the making of the application for the winding up, which shows that the company is insolvent, shall be evidence that the company —
(a)was insolvent at the close of that financial year; and
(b)continues to be unable to pay its debts.
(4)  Notwithstanding any written law or rule of law —
(a)no person shall be appointed as an office holder, or as a liquidator under the Companies Act, of a company, which is carrying on or has carried on the significant business in Singapore of a specified financial institution, without the prior written approval of the Authority; and
(b)in the case of a foreign company which is carrying on or has carried on the significant business in Singapore of a specified financial institution, a liquidator appointed for its liquidation or dissolution at its place of incorporation or origin shall not have or exercise any power or function of a liquidator in Singapore, unless the liquidator has been approved by the Authority.
(5)  For the avoidance of doubt, subsection (4)(a) shall not affect the operation of section 263(a), (d), (da) or (e) of the Companies Act.
(6)  Any approval of the Authority under subsection (4)(b) may be granted subject to such conditions as the Authority may determine, and the Authority may add to, vary or revoke any such condition.
(7)  Notwithstanding any written law or rule of law, where a company which is carrying on or has carried on the significant business of a specified financial institution in Singapore is being wound up under the Companies Act, the Authority shall, subject to such modifications as may be necessary, have the same powers and rights as a creditor of the company under that Act, including the right to appear and be heard before the Court in any proceedings in the winding up.
(8)  Without prejudice to subsections (6) and (7) and notwithstanding any written law or rule of law, where a company which is carrying on or has carried on the significant business in Singapore of a specified financial institution is being wound up, its liquidator (whether appointed under the Companies Act or, in the case of a foreign company, appointed at its place of incorporation or origin) shall give the Authority such information as the Authority may from time to time require about the affairs of the company and the winding up.
(9)  In this section —
“liquidator” includes a provisional liquidator;
“unregistered company” has the same meaning as in section 350 of the Companies Act.
[Act 9 of 2013 wef 18/04/2013]
Power of Court to take action against directors and executive officers
30AAQ.—(1)  Without prejudice to any provision of this Act or any of the written laws set out in the Schedule, if, in the course of exercising the Authority’s powers under this Part or the relevant provisions, it appears to the Authority that any past or present director or executive officer of a specified financial institution has failed to discharge the duties of his office, has misapplied or retained, or become liable or accountable for, any money or property of the specified financial institution, or has been guilty of any misfeasance or breach of trust or duty in relation to the specified financial institution, the Authority may apply to the Court for, and the Court may make —
(a)an order that any salary, remuneration or other benefits received by the director or executive officer from the specified financial institution during the relevant period be repaid or returned to the specified financial institution;
(b)an order that the director or executive officer shall cease to be entitled to receive any deferred salary, remuneration or other benefits that the specified financial institution had agreed to pay to him during the relevant period;
(c)an order that any deferred salary, remuneration or other benefits to be paid by the specified financial institution to the director or executive officer be reduced by such amount as the Court thinks just;
(d)the orders referred to in paragraphs (a) and (b); or
(e)the orders referred to in paragraphs (a) and (c).
(2)  Where it appears to the Authority that the director or executive officer has acted recklessly, fraudulently or dishonestly in relation to the specified financial institution, the Authority may apply to the Court to extend, and the Court may order the extension of, the length of the relevant period.
(3)  In this section, “relevant period” means the period of 2 years immediately preceding the date on which the Authority began to exercise its powers under this Part or the date on which the Authority began to exercise its powers under the relevant provisions, whichever is the earlier.
[Act 9 of 2013 wef 18/04/2013]