Division 2A — Reverse transfer of business and
onward transfer of business
Interpretation of this Division
60.  In this Division —
“2nd transferee” means the person to which the whole or part of a transferor’s business that was transferred to a transferee by a certificate of transfer, is or is to be transferred from the transferee in accordance with an onward transfer certificate under section 64;
“business” includes affairs, property, right, obligation and liability;
“certificate of transfer” means a certificate of transfer issued under section 58;
“onward transfer” means the transfer by the transferee to the 2nd transferee, in accordance with an onward transfer certificate under section 64, of the whole or part of the business transferred to the transferee by a certificate of transfer;
“reverse transfer” means the transfer by the transferee to the transferor in accordance with a reverse transfer certificate under section 62, of the whole or part of the transferor’s business that was transferred to the transferee by a certificate of transfer;
“transferee” means the person to which the whole or part of a transferor’s business has been transferred by a certificate of transfer;
“transferor” means a pertinent financial institution the whole or part of the business of which has been transferred by a certificate of transfer.
[Act 31 of 2017 wef 29/10/2018]
Reverse transfer of business
61.—(1)  Subject to this section, the Authority may, at any time after the transfer of any business under a certificate of transfer, make a determination that the whole or any part of the business transferred to the transferee by the certificate be transferred back to the transferor.
(2)  The Authority may make such determination if —
(a)the board of directors of the transferee (if it is a corporation), or the committee of management of the transferee (if it is a co-operative society), consents to the reverse transfer; and
(b)the conditions prescribed by regulations made under section 126 are met.
(3)  The Authority must submit every determination under subsection (1) to the Minister for approval.
(4)  The Minister may —
(a)approve a determination under subsection (1) without modification;
(b)approve a determination under subsection (1) subject to any modification the Minister considers appropriate, if the board of directors of the transferee (if it is a corporation), or the committee of management of the transferee (if it is a co-operative society), agrees to the modification; or
(c)refuse to approve the determination.
(5)  An approval under subsection (4) is subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any such condition.
(6)  The transferor or transferee, as the case may be, must comply with every condition mentioned in subsection (5) that applies to it and of which it has been given written notice by the Authority.
(7)  A person that contravenes subsection (6) 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 of a day during which the offence continues after conviction.
(8)  A determination under subsection (1) or an approval under subsection (4) of the determination does not prevent the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the transferor.
[Act 31 of 2017 wef 29/10/2018]
Reverse transfer certificate
62.—(1)  If the Minister approves a determination under section 61, the Minister must, as soon as practicable, issue a certificate (called in this section the reverse transfer certificate), which is to come into effect on the date specified in the certificate.
(2)  The reverse transfer certificate must specify such information as may be prescribed by regulations made under section 126.
(3)  The reverse transfer certificate may make provision for one or more of the following matters:
(a)the reverse transfer approved by the Minister;
(b)the effective date of the reverse transfer, if different from the date on which the reverse transfer certificate comes into effect;
(c)the consideration, if any, to be returned by the transferee to the transferor and the period within which the consideration is to be returned;
(d)the rescission of provisions made for any of the matters mentioned in section 58(3)(c) and (d) in the certificate of transfer concerned;
(e)such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the reverse transfer is fully effective, including any condition mentioned in section 61(5).
(4)  The Minister may, at any time before the reverse transfer certificate comes into effect, add to, vary or revoke any matter specified in the reverse transfer certificate.
(5)  On or before the date on which the reverse transfer certificate comes into effect, the Authority must cause the reverse transfer certificate, and any addition, variation or revocation mentioned in subsection (4) to be —
(a)served on the transferor and the transferee; and
(b)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 reverse transfer certificate, the effective date of the reverse transfer is the date on which the reverse transfer certificate comes into effect.
(7)  Despite any written law or rule of law (including section 58 as it applies to the certificate of transfer in question), on the effective date of the reverse transfer —
(a)subject to subsection (10) —
(i)the business that is the subject of the reverse transfer is transferred back to and vests in the transferor without other or further assurance, act or deed; and
(ii)the reverse transfer certificate has effect according to its tenor and is binding on any person affected by it;
(b)no deed, bond, agreement or other arrangement mentioned in section 58(8)(b) which relates to the business that is the subject of the reverse transfer is considered terminated by reason only of the reverse transfer, but each of these continues in full force and effect and is once again enforceable by or against the transferor (as the case may be);
(c)no deed, bond, agreement or other arrangement —
(i)that is entered into by the transferee after the transfer of business under the certificate of transfer under section 58, but before the effective date of the reverse transfer; and
(ii)which relates to the business that is the subject of the reverse transfer,
is considered terminated by reason only of the reverse transfer, but each of these continues in full force and effect, and is enforceable by or against the transferor (as the case may be), as if the transferor had been named in it or had been a party to it instead of the transferee; and
(d)any proceedings or cause of action, by or against the transferee, pending or existing immediately before the effective date of the reverse transfer (including those mentioned in section 58(8)(c)), and relating to the business that is the subject of the reverse transfer may be continued and enforced by or against the transferor as from that date.
(8)  Subsection (7)(b) and (c) does not apply to a contract of employment.
(9)  To avoid doubt, this section does not affect the operation of section 18A of the Employment Act (Cap. 91).
(10)  Section 58(9) to (17) applies in relation to a reverse transfer as it applies to a transfer of business under that section as if —
(a)a reference to the business to be transferred is a reference to the business that is the subject of the reverse transfer;
(b)a reference to the transferor is a reference to the transferee;
(c)a reference to the transferee is a reference to the transferor; and
(d)a reference to the certificate of transfer is a reference to the reverse transfer certificate.
[Act 31 of 2017 wef 29/10/2018]
Onward transfer of business
63.—(1)  Subject to this section, the Authority may, at any time after the transfer of any business under a certificate of transfer, make a determination that the whole or any part of the business transferred to the transferee by the certificate be transferred to another transferee.
(2)  The Authority may make such determination if —
(a)the board of directors of the 2nd transferee (if it is a corporation), or the committee of management of the 2nd transferee (if it is a co-operative society), consents to the transfer; and
(b)the transferee is an entity established or incorporated to do one or both of the following:
(i)temporarily hold and manage the assets and liabilities of the transferor;
(ii)do any other act for the orderly resolution of the transferor.
(3)  The Authority must submit every determination under subsection (1) to the Minister for approval.
(4)  The Minister may —
(a)approve a determination under subsection (1) without modification;
(b)approve a determination under subsection (1) subject to any modification the Minister considers appropriate, if the board of directors of the 2nd transferee (if it is a corporation), or the committee of management of the 2nd transferee (if it is a co-operative society), agrees to the modification; or
(c)refuse to approve the determination.
(5)  An approval under subsection (4) is subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any such condition.
(6)  The transferee or 2nd transferee, as the case may be, must comply with every condition mentioned in subsection (5) that applies to it and of which it has been given written notice by the Authority.
(7)  A person that contravenes subsection (6) 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 of a day during which the offence continues after conviction.
(8)  A determination under subsection (1) or an approval under subsection (4) of the determination does not prevent the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the transferor.
[Act 31 of 2017 wef 29/10/2018]
Onward transfer certificate
64.—(1)  If the Minister approves a determination under section 63, the Minister must, as soon as practicable, issue a certificate (called in this section the onward transfer certificate), which is to come into effect on the date specified in the certificate.
(2)  The onward transfer certificate must specify such information as may be prescribed by regulations made under section 126.
(3)  The onward transfer certificate may make provision for all or any of the following matters:
(a)the onward transfer approved by the Minister;
(b)the effective date of the onward transfer, if different from the date on which the onward transfer certificate comes into effect;
(c)the consideration, if any, to be paid by the 2nd transferee to the transferee and the period within which the consideration is to be paid;
(d)such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the onward transfer is fully effective, including any condition mentioned in section 63(5).
(4)  The Minister may, at any time before the onward transfer certificate comes into effect, add to, vary or revoke any matter specified in the onward transfer certificate.
(5)  On or before the date on which the onward transfer certificate comes into effect, the Authority must cause the onward transfer certificate and any addition, variation or revocation mentioned in subsection (4) —
(a)to be served on the transferee and the 2nd transferee; and
(b)to be 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 onward transfer certificate, the effective date of the onward transfer is the date on which the onward transfer certificate comes into effect.
(7)  Despite any written law or rule of law (including section 58 as it applies to the certificate of transfer in question), on the effective date of the onward transfer —
(a)subject to subsection (10) —
(i)the business that is the subject of the onward transfer is transferred to and vests in the 2nd transferee without other or further assurance, act or deed; and
(ii)the onward transfer certificate has effect according to its tenor and is binding on any person affected by it;
(b)no deed, bond, agreement or other arrangement (including any deed, bond, agreement or other arrangement mentioned in section 58(8)(b)) which relates to the business that is the subject of the onward transfer, is considered terminated by reason only of the onward transfer, but each of these continues in full force and effect and is enforceable by or against the 2nd transferee (as the case may be) as if the 2nd transferee had been named in it or had been a party to it instead of the transferee; and
(c)any proceedings or cause of action, by or against the transferee, pending or existing immediately before the effective date of the onward transfer (including those mentioned in section 58(8)(c)) and relating to the business that is the subject of the onward transfer may be continued and enforced by or against the 2nd transferee as from that date.
(8)  Subsection (7)(b) does not apply to a contract of employment.
(9)  To avoid doubt, this section does not affect the operation of section 18A of the Employment Act (Cap. 91).
(10)  Section 58(9) to (17) applies in relation to an onward transfer as it applies to a transfer of business under this section as if —
(a)a reference to the business to be transferred is a reference to the business that is the subject of the onward transfer;
(b)a reference to the transferor is a reference to the transferee;
(c)a reference to the transferee is a reference to the 2nd transferee; and
(d)a reference to the certificate of transfer is a reference to the onward transfer certificate.
[Act 31 of 2017 wef 29/10/2018]