Certificate of transfer
58.—(1)  If the Minister approves a determination, he shall, as soon as practicable, issue a certificate of transfer, which shall come into effect on the date specified by him in the certificate.
(2)  The certificate shall specify such information as may be prescribed by regulations made under section 126.
[Act 31 of 2017 wef 04/06/2018]
(3)  The certificate may make provision for all or any of the following matters:
(a)the transfer to the transferee of the whole or any part of the business of the transferor;
(b)the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;
(c)any property which is held by the transferor as trustee;
(d)any future or contingent right or liability of the transferor;
(e)the coming into effect of the transfer of any specified business on a date other than the date on which the certificate comes into effect;
(f)the consideration, if any, to be paid by the transferee to the transferor, and the period within which the consideration is to be paid;
(fa)where the transferor is an insurer licensed under the Insurance Act (Cap. 142), whether guaranteed policy moneys in relation to any policy should be adjusted upon the proposed transfer so as to achieve an orderly resolution of the transferor;
[Act 31 of 2017 wef 29/10/2018]
(g)such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the transfer is fully effective, including conditions relating to the transfer.
(4)  The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.
(5)  On or before the date on which the certificate comes into effect, the Authority shall cause the certificate and any addition, variation or revocation referred to in subsection (4) to be served on the transferor and the transferee and published in the Gazette and in such newspaper or newspapers as the Minister may determine.
(6)  Subject to subsection (7), unless otherwise specified in the certificate, the transfer of the business (or any part thereof) of the transferor under the certificate shall take effect on the date on which the certificate comes into effect.
(7)  Where the transferee is to carry on the whole or part of the significant business of the transferor, and is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated, under this Act or any of the written laws set out in the Schedule, to carry on in Singapore the significant business of the transferor, the transfer of the business (or any part thereof) shall not come into effect unless the transferee becomes so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be.
[Act 31 of 2017 wef 29/10/2018]
(8)  Notwithstanding any written law or rule of law, upon the date on which the transfer of the business (or any part thereof) of the transferor comes into effect under the certificate —
(a)subject to subsection (10) —
(i)the business (or any part thereof) shall be transferred to and vest in the transferee without other or further assurance, act or deed; and
(ii)the certificate shall have effect according to its tenor and be binding on any person thereby affected;
(b)no deed, bond, agreement or other arrangement subsisting immediately before that date —
(i)which relates to the business (or any part of the business); and
(ii)to which the transferor is a party,
is considered terminated by reason only of the transfer, but each of these continues in full force and effect, and is enforceable by or against the transferee (as the case may be), as from that date, as if the transferee had been named in it or had been a party to it instead of the transferor; and
[Act 31 of 2017 wef 29/10/2018]
(c)any proceedings or cause of action, by or against the transferor, pending or existing immediately before that date and relating to the business (or any part thereof) may be continued and shall be enforced by or against the transferee as from that date.
(8A)  Subsection (8)(b) does not apply to a contract of employment.
[Act 31 of 2017 wef 29/10/2018]
(8B)  To avoid doubt, this section does not affect the operation of section 18A of the Employment Act (Cap. 91).
[Act 31 of 2017 wef 29/10/2018]
(9)  For the avoidance of doubt, the business (or any part thereof) of the transferor shall be transferred to and vest in the transferee in accordance with subsection (8), notwithstanding any incapacity of the transferor.
(9A)  Where the transferor is an insurer licensed under the Insurance Act and guaranteed policy moneys under a policy have been adjusted under the certificate —
(a)the policy owner or claimant continue to have recourse against the transferor for the difference between the original guaranteed policy moneys and the adjusted guaranteed policy moneys; and
(b)any agreement or other arrangement mentioned in subsection (8)(b) has effect as if the guaranteed policy moneys have been so adjusted.
[Act 31 of 2017 wef 29/10/2018]
(10)  The certificate shall not have any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.
(11)  Section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018 does not apply to the transfer of any property under the certificate.
[Act 40 of 2018 wef 30/07/2020]
(12)  If any specified business is governed by the law of any foreign country or territory, and the transferee so requires, the transferor shall take all necessary steps for securing that the transfer of the specified business to the transferee is fully effective under the law of that country or territory.
(13)  The transferee and the transferor shall each lodge, within 7 days after being served with the certificate —
(a)a copy of the certificate with the Registrar of Companies;
(b)where the transferor or transferee is a co-operative society, a copy of the certificate with the Registrar of Co-operative Societies; and
(c)where the certificate relates to land in Singapore, an office copy of the certificate with the appropriate authority concerned with the registration or recording of dealings in that land.
(14)  A transferor or transferee which fails to comply with any provision in the certificate shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(15)  A transferor which contravenes subsection (12) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(16)  A transferor or transferee which contravenes subsection (13), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(17)  In subsection (16), “officer”, in relation to a transferor or transferee, includes —
(a)a director, a secretary or an executive officer of the transferor or transferee (as the case may be);
(b)a receiver or manager of any part of the undertaking of the transferor or transferee (as the case may be) appointed under a power contained in any instrument; and
(c)a liquidator of the transferor or transferee (as the case may be) appointed in a voluntary winding up.
[Act 31 of 2017 wef 04/06/2018]
[Act 9 of 2013 wef 18/04/2013]