Certificate of transfer
58.—(1)  If the Minister approves a determination, he or she must, as soon as practicable, issue a certificate of transfer, which comes into effect on the date specified by him or her in the certificate.
[9/2013; 31/2017]
(2)  The certificate must specify such information as may be prescribed by regulations made under section 126.
[9/2013; 31/2017]
(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 1966, 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;
(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.
[9/2013; 31/2017]
(4)  The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.
[9/2013]
(5)  On or before the date on which the certificate comes into effect, the Authority must 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.
[9/2013]
(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 takes effect on the date on which the certificate comes into effect.
[9/2013]
(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) does not come into effect unless the transferee becomes so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be.
[9/2013; 31/2017]
(8)  Despite any written law or rule of law, upon the date on which the transfer of the business (or any part of the business) of the transferor comes into effect under the certificate —
(a)subject to subsection (10) —
(i)the business (or any part of the business) is transferred to and vests in the transferee without other or further assurance, act or deed; and
(ii)the certificate has effect according to its tenor and is binding on any person affected by it;
(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
(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 of the business) may be continued and enforced by or against the transferee as from that date.
[9/2013; 31/2017]
(8A)  Subsection (8)(b) does not apply to a contract of employment.
[31/2017]
(8B)  To avoid doubt, this section does not affect the operation of section 18A of the Employment Act 1968.
[31/2017]
(9)  To avoid doubt, the business (or any part of the business) of the transferor is transferred to and vests in the transferee in accordance with subsection (8), despite any incapacity of the transferor.
[9/2013]
(9A)  Where the transferor is an insurer licensed under the Insurance Act 1966 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.
[31/2017]
(10)  The certificate does 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.
[9/2013]
(11)  Section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018 does not apply to the transfer of any property under the certificate.
[9/2013; 40/2018]
(12)  If any specified business is governed by the law of any foreign country or territory, and the transferee so requires, the transferor must 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.
[9/2013]
(13)  The transferee and the transferor must 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.
[9/2013]
(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 of a day during which the offence continues after conviction.
[9/2013]
(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 of a day during which the offence continues after conviction.
[9/2013]
(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 of a day during which the offence continues after conviction.
[9/2013]
(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.
[9/2013]