PART 2 | LICENSING OF PAYMENT SERVICE PROVIDERS |
| Division 1 — Licensing of payment service providers |
| Licensing of payment service providers |
5.—(1) A person must not carry on a business of providing any type of payment service in Singapore, unless the person —| (a) | has in force a licence that entitles the person to carry on a business of providing that type of payment service; or | | (b) | is an exempt payment service provider in respect of that type of payment service. |
(2) For the purposes of subsection (1), where a person provides any type of payment service while the person carries on any business (called in this subsection the primary business) —| (a) | the person is presumed to carry on a secondary business of providing that type of payment service, regardless whether the provision of that type of payment service is related or incidental to the primary business; and | | (b) | the presumption in paragraph (a) is not rebutted by proof that the provision of that type of payment service is related or incidental, or is both related and incidental, to the primary business. |
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(3) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, 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. |
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6.—(1) A person that wishes to carry on a business of providing any type of payment service may apply to the Authority, in such form and manner as the Authority may require, for the appropriate licence under this section.(2) The types of licences that may be applied for under subsection (1) are as follows:| (a) | a money‑changing licence; | | (b) | a standard payment institution licence; | | (c) | a major payment institution licence. |
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| (3) A person must have in force a money‑changing licence to be entitled to carry on a business of providing a money‑changing service, unless the person has in force a standard payment institution licence or major payment institution licence that entitles the person to carry on a business of providing that service. |
(4) A person must have in force a standard payment institution licence or a major payment institution licence to be entitled to carry on a business of —| (a) | providing one of the following payment services:| (i) | an account issuance service; | | (ii) | a domestic money transfer service; | | (iii) | a cross‑border money transfer service; | | (iv) | a merchant acquisition service; | | (v) | an e‑money issuance service; | | (vi) | a digital payment token service; or |
| | (b) | providing 2 or more of the following payment services:| (i) | an account issuance service; | | (ii) | a domestic money transfer service; | | (iii) | a cross‑border money transfer service; | | (iv) | a merchant acquisition service; | | (v) | an e‑money issuance service; | | (vi) | a digital payment token service; | | (vii) | a money‑changing service. |
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(5) Despite subsection (4), a licensee must have in force a major payment institution licence if —| (a) | both of the following apply:| (i) | the licensee carries on a business of providing one or more of the following payment services:| (A) | an account issuance service (other than an e‑money account issuance service); | | (B) | a domestic money transfer service; | | (C) | a cross‑border money transfer service; | | (D) | a merchant acquisition service; | | (E) | a digital payment token service; |
| | (ii) | the average, over a calendar year, of the total value of all payment transactions that are accepted, processed or executed by the licensee in one month exceeds —| (A) | $3 million (or its equivalent in a foreign currency), for any one of those payment services; or | | (B) | $6 million (or its equivalent in a foreign currency), for 2 or more of those payment services; |
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| | (b) | both of the following apply:| (i) | the licensee carries on a business of providing an e‑money account issuance service; | | (ii) | the sum of the following amounts exceeds $5 million (or its equivalent in a foreign currency):| (A) | the average, over a calendar year, of the total value in one day of all e‑money that is stored in any payment account issued by the licensee to a person whom the licensee has determined, according to such criteria as the Authority may specify by written notice, to be resident in Singapore; | | (B) | the average, over a calendar year, of the total value in one day of all e‑money that is issued in Singapore, and is stored in any payment account issued by the licensee to any person whom the licensee has not determined, according to such criteria as the Authority may specify by written notice, to be resident outside Singapore; or |
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| | (c) | both of the following apply:| (i) | the licensee carries on a business of providing an e‑money issuance service; | | (ii) | the average, over a calendar year, of the total value in one day of all specified e‑money that is issued by the licensee exceeds $5 million (or its equivalent in a foreign currency). |
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(6) Where any licensee mentioned in subsection (5)(a)(i), (b)(i) or (c)(i) does not have in force a major payment institution licence on the relevant date —| (a) | that licensee must, within the prescribed period, apply under section 7(1) to change that licensee’s licence to a major payment institution licence; and | | (b) | subsection (5) does not apply to that licensee —| (i) | during the prescribed period mentioned in paragraph (a); and | | (ii) | if that licensee complies with paragraph (a), until the date on which the application mentioned in that paragraph —| (A) | is withdrawn by the licensee; or | | (B) | is approved or refused by the Authority. |
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(7) Upon receiving an application under subsection (1), the Authority may —| (a) | grant a licence to the applicant, in respect of one or more types of payment services, with or without conditions; or | | (b) | refuse to grant a licence. |
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(8) Where an applicant has applied for a money‑changing licence, the Authority must not grant the licence to the applicant unless —| (a) | the applicant has a permanent place of business, or a registered office in Singapore; | | (b) | the Authority —| (i) | is satisfied that the applicant is a fit and proper person under the Guidelines on Fit and Proper Criteria; | | (ii) | is satisfied as to the financial condition of the applicant; | | (iii) | is satisfied that the public interest will be served by the granting of the licence; and | | (iv) | is satisfied that the applicant meets such other criteria for the grant of the licence as the Authority considers relevant; and |
| | (c) | the application is accompanied by —| (i) | such information as the Authority may require; and | | (ii) | a non‑refundable application fee of a prescribed amount that is payable in such manner as the Authority may specify. |
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(9) Where an applicant has applied for a standard payment institution licence or major payment institution licence, the Authority must not grant the licence to the applicant unless —| (a) | the applicant is a company, or is a corporation formed or incorporated outside Singapore; | | (b) | the applicant has a permanent place of business, or a registered office in Singapore; | | (c) | an executive director of the applicant —| (i) | is a citizen or permanent resident of Singapore; or | | (ii) | if the applicant satisfies such conditions as may be prescribed, belongs to a prescribed class of persons; |
| | (d) | the applicant satisfies such financial requirements as may be prescribed; | | (e) | the Authority —| (i) | is satisfied that the applicant is a fit and proper person under the Guidelines on Fit and Proper Criteria; | | (ii) | is satisfied as to the financial condition of the applicant; | | (iii) | is satisfied that the public interest will be served by the granting of the licence; and | | (iv) | is satisfied that the applicant meets such other criteria for the grant of the licence as the Authority considers relevant; |
| | (f) | the applicant satisfies such operational requirements as the Authority may specify; and | | (g) | the application is accompanied by —| (i) | such information as the Authority may require; and | | (ii) | a non‑refundable application fee of a prescribed amount that is payable in such manner as the Authority may specify. |
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| (10) The Authority may at any time add to, vary or revoke any of the conditions of a licence imposed under subsection (7)(a) or this subsection. |
| (11) The Authority must not refuse an application under subsection (1) without giving the applicant an opportunity to be heard. |
(12) Every standard payment institution and every major payment institution must, while its licence is in force, satisfy —| (a) | such financial requirements as may be prescribed; and | | (b) | such operational requirements and other requirements as the Authority may specify by written notice. |
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| (13) A standard payment institution or major payment institution that fails to comply with any requirement mentioned in subsection (12) must immediately notify the Authority of the failure. |
(14) Where a standard payment institution or major payment institution fails to comply with any requirement under subsection (12) —| (a) | the Authority may, by written notice to that institution, do either or both of the following:| (i) | restrict or suspend the operations of that institution; | | (ii) | give such directions to that institution as the Authority considers appropriate; and |
| | (b) | that institution must comply with that notice. |
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(15) A licensee that contravenes subsection (5) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, 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. |
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| (16) A licensee that, without reasonable cause, contravenes subsection (12), or fails to comply with any condition imposed by the Authority under subsection (7)(a) or (10), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
(17) In this section —| “e‑money account issuance service” means an account issuance service where each payment account issued stores e‑money; |
“relevant date” means —| (a) | in relation to a licensee mentioned in subsection (5)(a)(i), the date on which subsection (5)(a)(ii) first applies to that licensee; | | (b) | in relation to a licensee mentioned in subsection (5)(b)(i), the date on which subsection (5)(b)(ii) first applies to that licensee; or | | (c) | in relation to a licensee mentioned in subsection (5)(c)(i), the date on which subsection (5)(c)(ii) first applies to that licensee. |
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| Variation or change of licence |
7.—(1) A licensee may apply to the Authority, in the form and manner prescribed, for any of the following things:| (a) | a variation of the licensee’s standard payment institution licence or major payment institution licence by changing the types of payment services that the licence entitles the licensee to carry on a business of providing; | | (b) | a change of the licensee’s money‑changing licence to a standard payment institution licence or a major payment institution licence; | | (c) | a change of the licensee’s standard payment institution licence to a money‑changing licence or a major payment institution licence; | | (d) | a change of the licensee’s major payment institution licence to a money‑changing licence or a standard payment institution licence. |
| (2) The Authority may require an applicant to provide the Authority with such information or documents in relation to the application as the Authority considers necessary. |
| (3) An application under subsection (1) must be accompanied by a non‑refundable application fee of the prescribed amount that is payable in such manner as the Authority may specify by written notice. |
| (4) The Authority may approve an application under subsection (1) subject to such conditions or restrictions as the Authority thinks fit, or may refuse the application. |
| (5) The Authority must not refuse an application under subsection (1) without giving the applicant an opportunity to be heard. |
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| Holding out as licensee, etc. |
8.—(1) A person —| (a) | must not hold the person out as carrying on a business of providing any type of payment service, unless the person is a licensee that is entitled to carry on a business of providing that type of payment service, an exempt payment service provider in respect of that type of payment service, or a person exempt under section 100 in respect of that type of payment service; and | | (b) | must not hold the person out as a licensee, unless the person has in force a licence. |
(2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, 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. |
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| Prohibition against solicitation |
9.—(1) A person (other than a licensee or an exempt payment service provider), whether in Singapore or elsewhere, must not, whether by that person or through any other person in Singapore or elsewhere, do any of the following things:| (a) | offer to provide, or issue any advertisement containing any offer to provide, to the public in Singapore or any section of the public in Singapore, any type of payment service, whether in Singapore or elsewhere; | | (b) | make an offer or invitation, or issue any advertisement containing any offer or invitation, to the public in Singapore or any section of the public in Singapore, to enter into any agreement relating to the provision by any person of any type of payment service, whether in Singapore or elsewhere. |
(2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, 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. |
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(3) A person in Singapore (whether or not a licensee or an exempt payment service provider) must not, on behalf of a person outside Singapore that is not a licensee and is not an exempt payment service provider, do any of the following things:| (a) | offer to provide, or issue any advertisement containing any offer to provide, to the public in Singapore or any section of the public in Singapore, any type of payment service, whether in Singapore or elsewhere; | | (b) | make an offer or invitation, or issue any advertisement containing any offer or invitation, to the public in Singapore or any section of the public in Singapore, to enter into any agreement relating to the provision by any person of any type of payment service, whether in Singapore or elsewhere. |
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(4) A person that contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, 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. |
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| (5) For the purposes of subsections (1) and (3), in determining whether an offer, invitation or advertisement is made or issued to the public in Singapore or any section of the public in Singapore, a person must have regard to such considerations as the Authority may prescribe. |
(6) A person whose business is to publish, or to arrange for the publication, of advertisements (called in this subsection the publisher) shall not be guilty of an offence under subsection (2) or (4) if the publisher proves that —| (a) | the publisher received the advertisement for publication in the ordinary course of the publisher’s business; | | (b) | the matters contained in the advertisement were not, wholly or in part, devised or selected by the publisher or by any person under the publisher’s direction or control; and | | (c) | the publisher did not know and had no reason for believing that the publication of the advertisement would constitute an offence. |
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10.—(1) A licensee must pay to the Authority a prescribed annual fee in such manner as the Authority may specify by written notice.| (2) The Authority may prescribe different annual fees for different classes of licensees, depending on the type and number of payment services that a licensee in such a class is entitled to carry on a business of providing, the volume of transactions accepted, processed or executed by a licensee in such a class, and all other factors which the Authority may consider relevant. |
| (3) The Authority may, where the Authority considers it to be appropriate in a particular case, waive, refund or remit the whole or any part of any annual fee paid or payable to the Authority. |
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| Lapsing, surrender, revocation or suspension of licence |
11.—(1) A licence lapses —| (a) | if the licensee (being an entity) is wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | if the licensee (being an individual) dies, becomes mentally incapacitated or is adjudicated a bankrupt; or | | (c) | upon the occurrence of such other event as may be prescribed. |
(2) The Authority may revoke a licence if —| (a) | it appears to the Authority that any of the following persons is not a fit and proper person under the Guidelines on Fit and Proper Criteria:| (i) | the licensee; | | (ii) | any officer or employee of the licensee; | | (iii) | where the licensee is a partnership or limited liability partnership, any partner of that partnership or limited liability partnership; | | (iv) | where the licensee is a corporation, any 5% controller, 12% controller, 20% controller or indirect controller of the licensee; |
| | (b) | it appears to the Authority that either of the following is not satisfactory:| (i) | the financial standing of the licensee; | | (ii) | the manner in which the licensee’s business is being conducted; |
| | (c) | the licensee has contravened, or continues to contravene, any provision of this Act, or has failed, or continues to fail, to comply with any condition or restriction imposed, or any written notice issued, by the Authority under this Act; | | (d) | the licensee has failed, or continues to fail, to comply with any written notice issued by the Authority under the Monetary Authority of Singapore Act 1970; | | (e) | it appears to the Authority that the licensee has failed, or continues to fail, to comply with any of the licensee’s obligations under or arising from —| (i) | this Act; or | | (ii) | any written notice issued by the Authority under this Act; |
| | (f) | the licensee has provided to the Authority any information or document required under this Act that is false or misleading in a material particular; | | (g) | it appears to the Authority that any of the following persons has not performed that person’s duties under this Act honestly or fairly:| (i) | the licensee; | | (ii) | any officer or employee of the licensee; | | (iii) | where the licensee is a partnership or limited liability partnership, any partner of that partnership or limited liability partnership; |
| | (h) | it appears to the Authority that it would be contrary to the public interest for the licensee to continue its operations; | | (i) | the licensee fails to pay the annual fee mentioned in section 10(1); | | (j) | the licensee fails or ceases to carry on a business of providing any type of payment service that the licensee is entitled to carry on a business of providing; | | (k) | the licensee fails or ceases to have an executive director who —| (i) | is a citizen or permanent resident of Singapore; or | | (ii) | belongs to the prescribed class of persons mentioned in section 6(9)(c)(ii); or |
| | (l) | if any executive director of the licensee belongs to the prescribed class of persons mentioned in section 6(9)(c)(ii), the licensee does not or ceases to satisfy any condition mentioned in section 6(9)(c)(ii). |
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(3) The Authority may, if the Authority considers it desirable to do so —| (a) | suspend the licence of a licensee for a specified period, instead of revoking the licence under subsection (2); and | | (b) | at any time —| (i) | extend the suspension for a specified period; or | | (ii) | cancel the suspension. |
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| (4) Except as provided in subsection (5), the Authority must not revoke a licence under subsection (2) or suspend a licence under subsection (3), without giving the licensee an opportunity to be heard. |
(5) The Authority may revoke or suspend a licence of a licensee, without giving the licensee an opportunity to be heard, in any of the following circumstances:| (a) | the licensee (being an entity) is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the licensee; | | (c) | any of the following persons has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty, or of an offence the conviction for which involves a finding that the person convicted had acted fraudulently or dishonestly, whether the applicable offence is committed before, on or after 28 January 2020:| (i) | the licensee; | | (ii) | where the licensee is a partnership or limited liability partnership, any partner of that partnership or limited liability partnership; | | (iii) | where the licensee is a corporation, any director, 5% controller, 12% controller, 20% controller or indirect controller of the licensee. |
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| (6) A licensee whose licence has lapsed, or is revoked or suspended, must cease to carry on the business of providing any type of payment service from the date the licence lapses, or the revocation or suspension takes effect, as the case may be. |
| (7) Despite the lapsing or revocation of a licence granted to a person, unless the Authority otherwise directs, sections 16, 37, 72, 73 and 74 continue to apply in relation to the person in respect of matters that occurred before the lapsing or revocation of the licence. |
| (8) A person that contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (9) A licensee may surrender the licensee’s licence by submitting to the Authority a written notice of surrender, in such form as may be specified by the Authority by written notice. |
(10) Any surrender, lapsing, revocation or suspension of a person’s licence —| (a) | does not avoid or affect any agreement, transaction or arrangement relating to the person’s business of providing any payment service that is entered into by the person, whether the agreement, transaction or arrangement was entered into before or after the surrender, lapsing, revocation, or suspension (as the case may be) of the licence; and | | (b) | does not affect any right, obligation or liability arising under any such agreement, transaction or arrangement. |
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12.—(1) Any person that is aggrieved —| (a) | by the refusal of the Authority to grant a licence to the person; or | | (b) | by the revocation or suspension of the person’s licence by the Authority, |
| may, within 30 days after having been informed by the Authority of the refusal, revocation or suspension, appeal in writing to the Minister, whose decision is final. |
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| Exempt payment service providers |
13.—(1) Subject to subsection (8), the following persons are exempt from the requirement to have in force a licence to carry on a business of providing any payment service:| (a) | a bank licensed under the Banking Act 1970; | | (b) | a merchant bank licensed under the Banking Act 1970; | | (c) | a finance company licensed under the Finance Companies Act 1967; | | (d) | a person licensed to carry on the business of issuing credit cards or charge cards in Singapore under section 57B of the Banking Act 1970; | | (e) | any other person or class of persons that may be prescribed. [1/2020] |
| (2) Subject to the provisions of this Act, sections 15 to 19, 20(2), (4) and (5), 23 and 24 and Division 5 of this Part apply, with the necessary modifications, to an exempt payment service provider mentioned in subsection (1)(a), (b), (c) or (d) in respect of its business of providing any relevant payment service, as if the exempt payment service provider were a licensee. |
| (3) The Authority may, on the application of an exempt payment service provider, exempt the exempt payment service provider from complying with any of the provisions mentioned in subsection (2). |
| (4) The Authority may prescribe the provisions of this Act that apply to an exempt payment service provider mentioned in subsection (1)(e). |
| (5) An exemption granted under subsection (3) need not be published in the Gazette. |
| (6) The Authority may prescribe, or specify by written notice, the conditions or restrictions that may be imposed on an exempt payment service provider in respect of the carrying on of a business of providing any type of payment service. |
| (7) The Authority may at any time, by written notice, add to, vary or revoke any of the conditions or restrictions imposed by written notice under subsection (6) or this subsection. |
(8) The Authority may by notification in the Gazette declare that a person mentioned in subsection (1) ceases to be exempt under that subsection, or may withdraw an exemption granted to a person under subsection (3), if —| (a) | the person contravenes any provision of this Act, or fails to comply with any condition or restriction imposed on the person under subsection (6) or (7); or | | (b) | the Authority considers it necessary in the public interest. |
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| (9) Where the Authority makes a declaration or withdraws an exemption under subsection (8), the Authority need not give the affected person an opportunity to be heard. |
| (10) A person that is aggrieved by a decision of the Authority to make a declaration or withdraw an exemption under subsection (8) in respect of the person may, within 30 days after the date of the decision, appeal in writing to the Minister, whose decision is final. |
(11) A declaration or withdrawal of an exemption under subsection (8) in respect of a person —| (a) | does not avoid or affect any agreement, transaction or arrangement, relating to any payment service provided by the person, whether the agreement, transaction or arrangement was entered into before or after the making of the declaration or the withdrawal of the exemption; and | | (b) | does not affect any right, obligation or liability arising under any agreement, transaction or arrangement mentioned in paragraph (a). |
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| (12) An exempt payment service provider that contravenes any condition or restriction imposed under subsection (6) or (7) 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. |
(13) In this section, “relevant payment service” —| (a) | in relation to an exempt payment service provider mentioned in subsection (1)(a), means any of the following payment services:| (i) | an account issuance service that is not solely incidental to the conduct of any deposit‑taking business or banking business; | | (ii) | a domestic money transfer service that is not solely incidental to the conduct of any deposit‑taking business or banking business; | | (iii) | an e‑money issuance service; | | (iv) | a digital payment token service; |
| | (b) | in relation to an exempt payment service provider mentioned in subsection (1)(b), means any of the following payment services:| (i) | an account issuance service that is not solely incidental to the conduct of the business of receiving money on current or deposit account, or the making of advances to customers; | | (ii) | a domestic money transfer service that is not solely incidental to the conduct of the business of receiving money on current or deposit account, or the making of advances to customers; | | (iii) | an e‑money issuance service; | | (iv) | a digital payment token service; |
| | (c) | in relation to an exempt payment service provider mentioned in subsection (1)(c), means any of the following payment services:| (i) | an account issuance service that is not solely incidental to the conduct of financing business; | | (ii) | a domestic money transfer service that is not solely incidental to the conduct of financing business; | | (iii) | an e‑money issuance service; | | (iv) | a digital payment token service; and |
| | (d) | in relation to an exempt payment service provider mentioned in subsection (1)(d), means any of the following payment services:| (i) | an account issuance service that is not solely incidental to the business of issuing credit cards or charge cards under the Banking Act 1970; | | (ii) | a domestic money transfer service that is not solely incidental to the business of issuing credit cards or charge cards under the Banking Act 1970; | | (iii) | a cross‑border money transfer service; | | (iv) | a merchant acquisition service; | | (v) | an e-money issuance service; | | (vi) | a digital payment token service; | | (vii) | a money‑changing service. |
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| Division 2 — Conduct of business |
| Subdivision (1) — General |
| Place of business or registered office of licensee |
14.—(1) A licensee must not carry on a business of providing any type of payment service unless the licensee has —| (a) | a permanent place of business; or | | (b) | a registered office in Singapore. |
| (2) A licensee must appoint at least one person to be present, on such days and at such hours as the Authority may specify by written notice, at the licensee’s permanent place of business or registered office to address any queries or complaints from any payment service user that uses any payment service provided by the licensee or is a customer of the licensee. |
| (3) A licensee must keep, or cause to be kept, at the licensee’s permanent place of business or registered office, books of all the licensee’s transactions in relation to any payment service provided by the licensee. |
(4) A licensee must notify the Authority of any change in the address of any of the following places within 7 days after the date of that change:| (a) | the licensee’s permanent place of business or registered office in Singapore; | | (b) | every other place of business of the licensee. |
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| (5) Except with the approval of the Authority under subsection (6), a licensee must not carry on a business of providing any money‑changing service or cross‑border money transfer service at any place of business other than the licensee’s permanent place of business mentioned in subsection (1). |
(6) Where a licensee wishes to carry on a business of providing any money‑changing service or cross‑border money transfer service at any place of business other than the licensee’s permanent place of business mentioned in subsection (1) —| (a) | the licensee must, before carrying on any such business at that other place of business, apply in writing to the Authority for approval to do so; and | | (b) | the Authority may give its approval for the licensee to carry on that business at that other place of business, subject to such conditions as the Authority thinks fit. |
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| (7) The Authority may at any time add to, vary or revoke any condition imposed under subsection (6) or this subsection. |
| (8) The Authority may revoke its approval under subsection (6) if the licensee breaches any condition imposed on the licensee under subsection (6) or (7). |
| (9) A licensee that contravenes subsection (1), (2), (3) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (10) A licensee that contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. |
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| Obligation of licensee to notify Authority of certain events |
15.—(1) A licensee must notify the Authority of the occurrence of any of the following events as soon as practicable after that occurrence:| (a) | any civil or criminal proceeding instituted against the licensee, whether in Singapore or elsewhere; | | (b) | any event (including an irregularity in the operations of the licensee) that materially impedes or impairs the operations of the licensee; | | (c) | the licensee being or becoming, or being likely to become, insolvent or unable to meet any of the licensee’s financial, statutory, contractual or other obligations; | | (d) | any disciplinary action taken against the licensee by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; | | (e) | any significant change to the regulatory requirements imposed on the licensee by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; | | (f) | any other event that the Authority may prescribe or specify by written notice. |
(2) A licensee must notify the Authority of the occurrence of any of the following events within 14 days after the date of that occurrence:| (a) | any change of a director or the chief executive officer of the licensee, except where the licensee is required under section 34 to obtain the Authority’s approval to appoint the director or chief executive officer; | | (b) | any other event that the Authority may prescribe or specify by written notice. |
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| (3) A person that contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000. |
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| Obligation of licensee to provide information to Authority |
16.—(1) Subject to subsection (4), the Authority may, by written notice, require any licensee, or any person acting on behalf of a licensee, to provide to the Authority, within such period as the Authority may specify in the notice, all such information relating to the licensee’s business of providing any payment service as the Authority may specify in the notice.(2) Without limiting subsection (1), the Authority may, in the notice under that subsection, require any person mentioned in that subsection to provide —| (a) | information relating to any of the following matters:| (i) | the operations of the licensee; | | (ii) | the pricing of, or any other form of consideration for, any payment service offered or provided by the licensee; and |
| | (b) | such other information as the Authority may require for the purposes of this Act. |
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(3) Subject to subsection (4) —| (a) | a requirement imposed by the Authority under this section has effect despite any obligation as to secrecy or other restrictions upon the disclosure of information imposed by any rule of law or contract; and | | (b) | a person that complies with a requirement imposed by the Authority under this section is not to be treated as being in breach of any restriction on the disclosure of the information imposed by any rule of law or contract. |
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| (4) Nothing in this section requires a person to disclose any information subject to legal privilege. |
(5) A person that fails to comply with a notice under subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $12,500 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $1,250 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. |
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| Obligation of licensee to submit periodic reports |
17.—(1) A licensee must submit to the Authority such reports or returns relating to the licensee’s business in such form, manner and frequency as the Authority may specify by written notice.| (2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
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| Prohibition against use of unlicensed agent |
18.—(1) A licensee must not provide any type of payment service in Singapore through an agent, unless —| (a) | the agent has in force a licence that entitles the agent to carry on a business of providing that type of payment service; or | | (b) | the agent is an exempt payment service provider in respect of that type of payment service. |
| (2) A licensee that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
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| Prohibition against exchanging e‑money withdrawn from payment account for Singapore currency |
19.—(1) Where any matter mentioned in subsection (2)(a), (b) or (c) applies, a licensee that carries on a business of providing any account issuance service must not do any of the following things:| (a) | allow any payment service user to whom the licensee has issued any payment account, or provided any service relating to any operation required for operating a payment account, to withdraw e‑money from that payment account, and to exchange the e‑money withdrawn for Singapore currency, at any of the licensee’s places of business; | | (b) | enter into any agreement or arrangement (whether oral or in writing and whether express or implied) with any entity that is incorporated, formed or registered in Singapore or that carries on any business in Singapore, being an agreement or arrangement that would allow any payment service user to whom the licensee has issued any payment account, or provided any service relating to any operation required for operating a payment account, to withdraw e‑money from that payment account, and to exchange the e‑money withdrawn for Singapore currency, in Singapore. |
(2) For the purposes of subsection (1), the matters are as follows:| (a) | the licensee has determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident in Singapore; | | (b) | the issuer of the e‑money contained in the payment account has determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident in Singapore; | | (c) | the e‑money contained in the payment account is issued in Singapore, and both of the following apply:| (i) | the licensee has not determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident outside Singapore; | | (ii) | the issuer of the e‑money has not determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident outside Singapore. |
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| (3) A licensee that contravenes subsection (1) 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. |
| (4) Despite subsection (1), a licensee that carries on a business of providing an account issuance service may allow a payment service user to whom the licensee has issued any payment account, or provided any service relating to any operation required for operating a payment account, to withdraw e‑money from that payment account, and to exchange the e‑money withdrawn for Singapore currency, on the termination of the use of that payment account by that payment service user. |
| (5) In this section, “Singapore currency” means currency notes and coins that are legal tender in Singapore. |
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| Prohibition from carrying on certain businesses |
20.—(1) A licensee must not carry on a business of granting any credit facility to any individual in Singapore.(2) A licensee that is entitled to and does carry on a business of providing an e‑money issuance service —| (a) | must not lend any customer money; and | | (b) | must not use any customer money, or any interest earned on any customer money, to finance wholly or to any material extent any activity of any business carried on by the licensee. |
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| (3) A licensee that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (4) A licensee that contravenes subsection (2) 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. |
(5) In this section —“credit facility” means —| (a) | any advance, loan or other facility that is granted by a licensee to a customer who is an individual, and that gives the customer access to any funds or financial guarantee provided by the licensee; or | | (b) | any other liability that is incurred by a licensee on behalf of a customer who is an individual; |
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“customer money” means any money received in Singapore by a licensee from a person in Singapore, in exchange for which the licensee issues any e‑money, but does not include any of the following:| (a) | any money paid to the licensee to reduce the amount owed to the licensee by that person; | | (b) | any money that is repaid by the licensee to that person; | | (c) | any money which is paid to the licensee, or which the licensee has informed that person will be used, to defray any fee or charge imposed by the licensee for providing any payment service to that person; | | (d) | any money that is paid to, and received by, a recipient in accordance with the instructions of that person; | | (e) | any money paid to any other person that is entitled to the money. |
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| Application of section 14 of Currency Act 1967 |
| 21. Section 14 of the Currency Act 1967 does not apply to the issue of e‑money. |
| Subdivision (2) — Major payment institutions |
22.—(1) Every major payment institution must maintain with the Authority security of a prescribed amount (or its equivalent in a foreign currency), for the due performance of the obligations of the major payment institution to every payment service user who is a customer of the major payment institution.(2) The security mentioned in subsection (1) must be —| (a) | in the form of a cash deposit; | | (b) | in the form of a bank guarantee that satisfies such requirements as the Authority may specify by written notice; or | | (c) | in such other form as the Authority may, in any particular case, allow. |
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| (3) Where a major payment institution has surrendered its licence, or the licence of a major payment institution has lapsed or has been revoked, the Authority may enforce the security mentioned in subsection (1) to the extent required to pay any sums outstanding and claimed by payment service users who are customers of the major payment institution. |
| (4) To avoid doubt, where the security mentioned in subsection (1) is provided in the form of a bank guarantee, the Authority may call on the bank guarantee for the purposes of subsection (3), even though a closure certificate required under subsection (7) has not been submitted to the Authority. |
(5) Where a major payment institution has surrendered its licence, or the licence of a major payment institution has lapsed or has been revoked, the Authority must release the security mentioned in subsection (1), or the remainder of that security, to the major payment institution, upon the Authority —| (a) | being satisfied that there is no outstanding claim by any payment service user who is a customer of the major payment institution; and | | (b) | receiving the closure certificate required under subsection (7). |
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(6) Any security provided by a major payment institution under this section —| (a) | is not liable to be attached, sequestered or levied upon for or in respect of any debt or claim whatsoever; and | | (b) | if the major payment institution is declared insolvent or is wound up by an order of the court — is deemed not to form part of the property of the major payment institution. |
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(7) A major payment institution must within 45 days, or such longer period as the Authority may allow, after the date on which the licence of the major payment institution is surrendered, lapses or is revoked, submit to the Authority a closure certificate issued by the auditors of the major payment institution confirming that —| (a) | all moneys received from payment service users who are customers of the major payment institution have been received by the intended recipients of those moneys; and | | (b) | adequate provision has been made to meet any unforeseen liabilities in respect of every business of the major payment institution that its major payment institution licence entitles it to carry on. |
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| Safeguarding of money received from customer |
23.—(1) Subsection (2) applies to every major payment institution that carries on a business of providing any of the following payment services:| (a) | a domestic money transfer service; | | (b) | a cross‑border money transfer service; | | (c) | a merchant acquisition service; | | (d) | any other payment service that may be prescribed. |
(2) A major payment institution mentioned in subsection (1) must ensure that no later than the next business day after any relevant money is received from, or on account of, a customer, the whole or such part, as may be prescribed, of the relevant money, is safeguarded in one of the following manners:| (a) | by an undertaking, from a safeguarding institution, to be fully liable to the customer for the relevant money; | | (b) | by a guarantee given by a safeguarding institution for the amount of the relevant money; | | (c) | by depositing the relevant money in a trust account maintained with a safeguarding institution; | | (d) | in such other manner as may be prescribed. |
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(3) Subsection (4) applies to every major payment institution that carries on a business of providing either of the following payment services:| (a) | an e‑money issuance service; | | (b) | any other payment service that may be prescribed. |
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(4) A major payment institution mentioned in subsection (3) must ensure that from the time any relevant money is received from, or on account of, a customer, the whole or such part, as may be prescribed, of the relevant money is safeguarded in one of the following manners:| (a) | by an undertaking, from a safeguarding institution, to be fully liable to the customer for the relevant money; | | (b) | by a guarantee given by a safeguarding institution for the amount of the relevant money; | | (c) | by depositing the relevant money in a trust account maintained with a safeguarding institution; | | (d) | in such other manner as may be prescribed. |
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(5) The Authority may make regulations under section 103 to provide for all or any of the following matters:| (a) | any matter concerning the safeguarding of relevant money under subsection (2) or (4) by any safeguarding institution; | | (b) | any matter concerning the depositing of relevant money in a trust account mentioned in subsection (2)(c) or (4)(c), including —| (i) | any matter concerning the trust governing the account; | | (ii) | the extent (if any) to which the relevant money may be commingled with any other money; | | (iii) | the manner in which the relevant money must be treated and dealt with, despite any other written law, on the occurrence of either or both of the following:| (A) | any event affecting the ability of the major payment institution to perform its obligations, such as in the event of the insolvency of the major payment institution; | | (B) | any event affecting the ability of the safeguarding institution to perform its obligations, such as in the event of the insolvency of the safeguarding institution; and |
| | (iv) | the circumstances (if any) in which a major payment institution may withdraw money from the account; |
| | (c) | any matter concerning the safeguarding of relevant money in any manner mentioned in subsection (2)(d) or (4)(d), including —| (i) | the extent (if any) to which a major payment institution may commingle the relevant money with any other money; | | (ii) | the manner in which the relevant money must be treated and dealt with, despite any other written law, on the occurrence of any event affecting the ability of the major payment institution to perform its obligations, such as in the event of the insolvency of the major payment institution; and | | (iii) | where the relevant money is safeguarded by being deposited in an account (other than a trust account mentioned in subsection (2)(c) or (4)(c)), the circumstances (if any) in which the major payment institution may withdraw any money from that account; |
| | (d) | the obligations of a major payment institution to record and maintain a separate book entry for each customer, in relation to that customer’s relevant money and, where applicable, e‑money; | | (e) | the obligations of a safeguarding institution that must be set out in a contract between a major payment institution and the safeguarding institution; | | (f) | the form of acknowledgment that a major payment institution must obtain from a safeguarding institution; | | (g) | the information that a major payment institution must provide to a safeguarding institution, including the date or time by which any relevant money must be safeguarded; | | (h) | the manner in which a major payment institution conducts its dealings with a customer for the purposes of safeguarding the customer’s relevant money, including the disclosure of any information to the customer; | | (i) | any other matters relating to this section. |
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(6) Despite any other written law, where subsection (2)(b) or (4)(b) applies, the proceeds of the guarantee are payable, in the event of the insolvency of the major payment institution, into a separate trust account held by the major payment institution, which —| (a) | must be designated in such a way as to show that it is an account held for the purpose of safeguarding the relevant money in accordance with this section; and | | (b) | must be used only for holding such proceeds on trust for each customer that had provided the relevant money to the major payment institution. |
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(7) All moneys deposited in an account mentioned in subsection (2)(c), (4)(c), (5)(b) or (c)(iii) or (6) —| (a) | cannot be used for the payment of the debts of the major payment institution; and | | (b) | are not liable to be taken in execution under an order or a process of any court. |
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| (8) The Authority may, on the application of any person, by written notice grant approval, subject to such conditions as the Authority may specify in the notice, to any major payment institution to safeguard any relevant money in 2 or more of the manners mentioned in subsection (2)(a) to (d) or (4)(a) to (d). |
(9) A major payment institution must notify the Authority, in such form or manner as the Authority may specify by written notice, of —| (a) | the manner mentioned in subsection (2)(a) to (d) or (4)(a) to (d) that the major payment institution has chosen to safeguard the relevant money; | | (b) | the name of the safeguarding institution (if any) that will safeguard the relevant money in the manner mentioned in paragraph (a); and | | (c) | any change to the manner mentioned in paragraph (a) that the major payment institution has chosen to safeguard the relevant money. |
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(10) Where the major payment institution mentioned in subsection (2) or (4) is any of the following financial institutions, the major payment institution must not concurrently be the safeguarding institution mentioned in paragraph (a) or (b) of the applicable subsection in relation to the relevant money received by the major payment institution under the applicable subsection:| (a) | a bank licensed under the Banking Act 1970; | | (b) | a merchant bank licensed under the Banking Act 1970; | | (c) | a finance company licensed under the Finance Companies Act 1967; | | (d) | any other financial institution that may be prescribed. [1/2020] |
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| (11) A major payment institution that contravenes subsection (2), (4), (9) or (10), or fails to comply with any condition imposed under subsection (8), 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. |
| (12) This section applies, with the necessary modifications, to any licensee (other than a major payment institution) that may be prescribed, and for the purposes of such application, any reference in this section to a major payment institution is to be read as a reference to the prescribed licensee. |
| (13) Where any digital payment token service is prescribed for the purposes of subsection (1)(d) or (3)(b), any reference in this section to e‑money or specified e‑money is to be read as including a reference to digital payment tokens. |
(14) In this section —| “business day” means any day other than a Saturday, Sunday, public holiday or bank holiday; |
“relevant money” —| (a) | means any money —| (i) | that is received by a major payment institution from, or on account of, a customer in respect of the provision of one or more of the payment services mentioned in subsections (1)(a) to (d) and (3)(a) and (b); and | | (ii) | that the major payment institution —| (A) | where subsections (1) and (2) apply — continues to hold at the end of each business day; or | | (B) | where subsections (3) and (4) apply — has held at any time, and has issued specified e‑money in exchange for; but |
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| | (b) | does not include all of the following:| (i) | any money paid to the major payment institution to reduce the amount owed to the major payment institution by that customer; | | (ii) | any money that is repaid by the major payment institution to that customer; | | (iii) | any money which is paid to the major payment institution, or which the major payment institution has informed that customer will be used, to defray any fee or charge imposed by the major payment institution for providing any payment service to that customer; | | (iv) | where subsection (1)(a) or (c) or (3)(a) applies, any money that is paid to, and received by, a recipient in accordance with the instructions of that customer to the major payment institution; | | (v) | where subsection (1)(b) applies, any money that is paid to a recipient in accordance with the instructions of that customer to the major payment institution, whether or not the recipient has received that money; | | (vi) | any money paid to any other person that is entitled to the money; |
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“safeguarding institution” means —| (a) | in the case of subsections (2)(a) and (4)(a) —| (i) | a bank in Singapore; or | | (ii) | any other financial institution that may be prescribed for this sub‑paragraph; |
| | (b) | in the case of subsections (2)(b) and (4)(b) —| (i) | a bank in Singapore; or | | (ii) | any other financial institution that may be prescribed for this sub‑paragraph; |
| | (c) | in the case of subsections (2)(c) and (4)(c), a person that the trust account mentioned in subsection (2)(c) or (4)(c) (as the case may be) is maintained with, being a person that satisfies such criteria as may be prescribed; | | (d) | in any case where any relevant money is safeguarded in such manner as may be prescribed for the purposes of subsection (2)(d) or (4)(d), a person safeguarding the relevant money in that manner, being a person that satisfies such criteria as may be prescribed; or | | (e) | in any other case, any bank in Singapore or financial institution mentioned in paragraph (a) or (b) or any person mentioned in paragraph (c) or (d). |
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| Restrictions on personal payment account that contains e‑money |
24.—(1) A major payment institution that carries on a business of providing an account issuance service must —| (a) | ensure that the currency equivalent of the e‑money contained in a personal payment account issued by the major payment institution to a payment service user does not exceed the prescribed amount (or its equivalent in a foreign currency); | | (b) | ensure that the total currency equivalent of the e‑money transferred in any period of one year, from a personal payment account issued by the major payment institution to a payment service user, other than to a personal deposit account that is either in the name of or designated by that payment service user, does not exceed the prescribed amount (or its equivalent in a foreign currency); and | | (c) | if the major payment institution issues 2 or more personal payment accounts to any payment service user, ensure that —| (i) | the total currency equivalent of the e‑money contained in all personal payment accounts issued by the major payment institution to that payment service user does not exceed the prescribed amount (or its equivalent in a foreign currency); and | | (ii) | the total currency equivalent of the e‑money transferred in any period of one year, from all personal payment accounts issued by the major payment institution to that payment service user, other than to any personal deposit account that is either in the name of or designated by that payment service user, does not exceed the prescribed amount (or its equivalent in a foreign currency). |
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(2) In computing the total currency equivalent of the e‑money mentioned in subsection (1)(c)(i), a major payment institution may exclude —| (a) | the currency equivalent of any e-money contained in any small personal payment account issued by the major payment institution to a payment service user, if that small personal payment account does not have the same unique customer identifier as any other personal payment account issued by the major payment institution to that payment service user; | | (b) | the currency equivalent of any e‑money contained in any bearer payment account issued by the major payment institution to that payment service user; and | | (c) | the currency equivalent of any e‑money contained in any other payment account, of such type as may be prescribed, issued by the major payment institution to that payment service user. |
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(3) In computing the total currency equivalent mentioned in subsection (1)(c)(ii) of the e‑money transferred, a major payment institution —| (a) | must include the currency equivalent of the e‑money transferred during each transfer from each personal payment account issued to a payment service user; but | | (b) | despite paragraph (a), may exclude —| (i) | the currency equivalent of any e‑money transferred during a transfer from a small personal payment account issued to a payment service user, if that small personal payment account does not have the same unique customer identifier as any other personal payment account issued by the major payment institution to that payment service user; | | (ii) | the currency equivalent of any e‑money transferred during a transfer from any bearer payment account issued by the major payment institution to that payment service user; and | | (iii) | the currency equivalent of any e‑money transferred during a transfer from any other payment account, of such type as may be prescribed, issued by the major payment institution to that payment service user. |
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| (4) A major payment institution that contravenes subsection (1) 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. |
(5) In this section —| “bearer payment account” means a payment account the title to which passes upon delivery of the medium associated with that payment account; |
| “currency equivalent”, in relation to e‑money, means the value of the e‑money in the currency that the e‑money is denominated in or pegged to; |
| “personal deposit account” means a deposit account held with a bank in Singapore that is used as a means of executing payment transactions other than in the course of business; |
“personal payment account” means a payment account issued to a payment service user —| (a) | that is used as a means of executing payment transactions other than in the course of business; and | | (b) | to which any of the following applies:| (i) | the major payment institution that issued the payment account has determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident in Singapore; | | (ii) | the issuer of the e‑money contained in the payment account has determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident in Singapore; | | (iii) | the e‑money contained in the payment account is issued in Singapore, and both of the following apply:| (A) | the major payment institution that issued the payment account has not determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident outside Singapore; | | (B) | the issuer of the e‑money contained in the payment account has not determined, according to such criteria as the Authority may specify by written notice, that the payment service user is resident outside Singapore; |
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| “small personal payment account” means a personal payment account containing e‑money the currency equivalent of which does not exceed $1,000 (or its equivalent in a foreign currency); |
“unique customer identifier” means any of the following unique identifiers that may be provided by a payment service user to a major payment institution at any time to facilitate the issue of a personal payment account by the major payment institution to the payment service user:| (a) | a national registration identity card number; | | (b) | a foreign identification number; | | (c) | a passport number; | | (d) | an email address; | | (e) | a mobile phone number; | | (f) | any other unique identifier that may be prescribed. |
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| Powers of Authority to ensure interoperability between payment accounts and payment system |
25.—(1) The Authority may, by written notice, direct a payment service provider (being a major payment institution, an exempt payment service provider or a person exempt under section 100) to do either or both of the following in order to ensure interoperability between any payment account or class of payment accounts issued by the payment service provider and a payment system:| (a) | to be a participant of the payment system, on such terms and conditions as the Authority may consider appropriate; | | (b) | to enter into an arrangement with the operator of the payment system. |
(2) In considering whether to issue a written notice under subsection (1), the Authority must have regard to the following matters:| (a) | whether ensuring interoperability between those payment accounts and that payment system would be in the interests of the public; | | (b) | the interests of the current participants and operator of that payment system; | | (c) | the interests of persons who, in the future, may be required, or may desire, to be participants of the payment system; | | (d) | such other matters as the Authority may consider to be relevant. |
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| Powers of Authority to ensure interoperability between payment systems |
26.—(1) The Authority may, by written notice, direct a payment service provider (being a major payment institution, an exempt payment service provider or a person exempt under section 100) that operates a payment system to adopt any common standard, on such terms and conditions as the Authority may consider appropriate, in order to ensure interoperability between different payment systems operated by different payment service providers.(2) In considering whether to issue a written notice under subsection (1), the Authority must have regard to the following matters:| (a) | whether ensuring interoperability between different payment systems would be in the interests of the public; | | (b) | the interests of every payment service provider that will be directed to adopt the common standard; | | (c) | the interests of persons who, in the future, may be required, or may desire, to adopt the common standard; | | (d) | such other matters as the Authority may consider to be relevant. |
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| (3) In this section, “common standard” means any technical standard or set of technical standards, containing characteristics or specifications for accepting a payment order or processing a payment transaction on a payment system, that the Authority may specify by written notice. |
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| Division 3 — Control of controllers of licensees |
| Application and interpretation of this Division |
27.—(1) This Division applies to —| (a) | every individual, whether or not resident in Singapore and whether or not a citizen of Singapore; and | | (b) | every entity. |
| (2) In this Division, unless the context otherwise requires, any reference to a licensee is a reference to a licensee incorporated in Singapore. |
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| Control of shareholding in licensee |
28.—(1) A person must not become a 20% controller of a licensee without first applying for and obtaining the approval of the Authority under subsection (2).(2) The Authority may approve an application made by any person under subsection (1) if the Authority is satisfied that —| (a) | having regard to the likely influence of the person, the licensee will or will continue to conduct its business prudently and comply with the provisions of this Act and any other written law administered by the Authority; | | (b) | the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a 20% controller of the licensee; and | | (c) | it is in the public interest to do so. |
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(3) An approval under subsection (2) may be granted to any person subject to such conditions as the Authority may impose, including but not limited to —| (a) | any condition restricting the person’s disposal or further acquisition of shares or voting power in the licensee; and | | (b) | any condition restricting the person’s exercise of voting power in the licensee. |
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| (4) The Authority may at any time add to, vary or revoke any condition that is imposed under subsection (3) or this subsection. |
| (5) Any condition imposed under subsection (3) or (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the licensee. |
| (6) Where the Authority refuses an application made by any person under subsection (1), the person must, within such period as the Authority may specify by written notice, take such steps (as soon as practicable after the refusal) as are necessary to cease to be a 20% controller of the licensee. |
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| Objection to existing control of licensee |
29.—(1) The Authority may serve a written notice of objection on any person that is, or is required to obtain or has obtained the Authority’s approval under section 28(2) to become, a 20% controller of a licensee, if the Authority is satisfied that —| (a) | any condition for approval under section 28(2) imposed on the person under section 28(3) or (4) has not been complied with; | | (b) | it is not, or is no longer, in the public interest to allow the person to continue to be a 20% controller of the licensee; | | (c) | the person has provided any false or misleading information or document in connection with an application under section 28(1); | | (d) | the person is no longer a fit and proper person under the Guidelines on Fit and Proper Criteria; | | (e) | having regard to the likely influence of the person, the licensee is no longer likely to conduct its business prudently or to comply with the provisions of this Act; or | | (f) | the Authority would not have been satisfied as to any of the matters specified in section 28(2) had the Authority been aware, at that time, of circumstances relevant to the person’s application under section 28(1). |
(2) Before serving a written notice of objection under subsection (1), the Authority must, unless the Authority decides that it is not practicable or desirable to do so —| (a) | notify the person of the Authority’s intention to serve the written notice of objection; and | | (b) | specify a date by which the person may make written representations with regard to the proposed written notice of objection. |
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| (3) The Authority must consider any written representations that the Authority receives before the date mentioned in subsection (2)(b), for the purpose of determining whether to issue a written notice of objection. |
(4) The Authority must, in any written notice of objection, specify a reasonable period within which the person that has been served the written notice of objection must —| (a) | cease to be a 20% controller of the licensee; or | | (b) | comply with such direction as the Authority may make under section 30. |
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| (5) A person that has been served a written notice of objection must comply with that notice. |
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| Power of Authority to issue directions for this Division |
30.—(1) If the Authority is satisfied that a person has contravened section 28(1) or (6) or has failed to comply with any condition imposed under section 28(3) or (4), or if the Authority has served a written notice of objection under section 29, the Authority may, by written notice —| (a) | direct the transfer or disposal of all or any of the shares in the licensee held by the person or any of the person’s associates (called in this section the specified shares) within such time or subject to such conditions as the Authority considers appropriate; | | (b) | restrict the transfer or disposal of all or any of the specified shares; or | | (c) | make such other direction as the Authority considers appropriate. |
(2) Where the Authority has issued any direction under subsection (1)(a) or imposed any restriction under subsection (1)(b), until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is removed, as the case may be —| (a) | no voting rights may be exercised in respect of the specified shares, unless the Authority expressly permits such rights to be exercised; | | (b) | no shares of the licensee may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer; and | | (c) | except in a liquidation of the licensee, no payment may be made by the licensee of any amount (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment. |
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| (3) Subsection (2) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the licensee. |
| (4) Any issue or offer of shares in contravention of subsection (2)(b) is void, and a person to whom a direction has been issued under subsection (1)(a) or on whom a restriction has been imposed under subsection (1)(b) must immediately return those shares to the licensee, upon which the licensee must return to the person any payment received from the person in respect of those shares. |
| (5) Any payment made by a licensee in contravention of subsection (2)(c) is void, and a person to whom a direction has been issued under subsection (1)(a) or on whom a restriction has been imposed under subsection (1)(b) must immediately return the payment the person has received to the licensee. |
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| Power of Authority to obtain information relating to this Division |
31.—(1) The Authority may, by written notice, direct a licensee to obtain from any of its shareholders, and to provide to the Authority, any information relating to the shareholder that the Authority may require for either or both of the following purposes:| (a) | ascertaining or investigating into the control of shareholding or voting power in the licensee; | | (b) | exercising any power or function under section 28, 29, 30, 32 or 100. |
(2) Without limiting subsection (1), the notice in subsection (1) may require the licensee to obtain and provide the following information:| (a) | whether the shareholder has an interest in any share in the licensee as beneficial owner or as trustee; | | (b) | if the shareholder holds the interest in the share as trustee, to indicate as far as that shareholder is able to —| (i) | the person for whom that shareholder holds the interest (either by name or by other particulars sufficient to enable that person to be identified); and | | (ii) | the nature of that person’s interest. |
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(3) The Authority may, by written notice, require any shareholder (X) of a licensee, or any person (Y) that appears from information provided to the Authority under subsection (1) or this subsection to have an interest in any share in the licensee, to provide to the Authority any information relating to X or Y (as the case may be) that the Authority may require for either or both of the following purposes:| (a) | ascertaining or investigating into the control of shareholding or voting power in the licensee; | | (b) | exercising any power or function under section 28, 29, 30, 32 or 100. |
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(4) Without limiting subsection (3), the notice in subsection (3) may require X or Y to provide the following information:| (a) | whether X or Y holds the interest as beneficial owner or as trustee; | | (b) | if X or Y holds the interest as trustee, to indicate as far as X or Y can —| (i) | the person (Z) for whom X or Y holds the interest (either by name or by other particulars sufficient to enable Z to be identified); and | | (ii) | the nature of Z’s interest; |
| | (c) | whether any share or any voting right attached to the share is the subject of an agreement or arrangement described in section 2(2)(c)(vi), and if so, to give particulars of the agreement or arrangement and the parties to it. |
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| Offences, penalties and defences |
32.—(1) A person that —| (a) | contravenes section 28(1) or (6) or 29(5) or does any act in contravention of section 30(2); | | (b) | fails to comply with —| (i) | any written notice issued under section 30(1) or 31(1) or (3); or | | (ii) | any condition imposed under section 28(3) or (4); or |
| | (c) | in purported compliance with a written notice issued under section 31(1) or (3), knowingly or recklessly provides any information or document that is false or misleading in a material particular, |
| shall be guilty of an offence. |
(2) A person convicted of an offence under subsection (1) shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, 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. |
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(3) Where a person is charged with an offence in respect of a contravention of section 28(1) or (6), it is a defence for the person to prove that —| (a) | the person was not aware that the person had contravened section 28(1) or (6), as the case may be; and | | (b) | within 14 days after becoming aware of the contravention, the person —| (i) | notified the Authority of the contravention; and | | (ii) | within such time as may be determined by the Authority, took such action in relation to the person’s shareholding or control of the voting power in the licensee as the Authority may direct. |
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(4) Where a person is charged with an offence in respect of a contravention of section 28(1), it is also a defence for the person to prove that, even though the person was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the shareholding as described in section 2(2)(a) of, or in the voting power controlled by, any of the person’s associates described in section 2(2)(c)(i); | | (b) | the person had no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate —| (i) | with respect to the acquisition, holding or disposal of shares or other interests in the licensee; or | | (ii) | under which the person and that associate act together in exercising their voting power in relation to the licensee; and |
| | (c) | within 14 days after the date of the contravention, the person —| (i) | notified the Authority of the contravention; and | | (ii) | within such time as may be determined by the Authority, took such action in relation to the person’s shareholding or control of the voting power in the licensee as the Authority may direct. |
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| (5) Except as provided in subsections (3) and (4), it is not a defence for a person charged with an offence in respect of a contravention of section 28(1) or (6) to prove that the person did not intend to, or did not knowingly, contravene that provision. |
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| 33. Any person that is aggrieved by a decision of the Authority under section 28, 29 or 30 may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final. |
| Division 4 — Control of officers of licensees |
| Approval of chief executive officer, director or partner of licensee |
34.—(1) Subject to subsection (4) —| (a) | a licensee incorporated in Singapore must not appoint an individual as its chief executive officer or director; | | (b) | a licensee incorporated outside Singapore must not appoint an individual as its chief executive officer, or its director, directly responsible for the whole or any part of the licensee’s business in Singapore; | | (c) | a licensee that is a partnership or limited liability partnership formed in Singapore must not appoint an individual as its partner; and | | (d) | a licensee that is a partnership or limited liability partnership formed outside Singapore must not appoint an individual as its partner directly responsible for the whole or any part of the licensee’s business in Singapore, |
| unless the licensee has applied for and obtained the approval of the Authority under subsection (3)(b). |
| (2) An application under subsection (1) must be made in the form and manner prescribed. |
(3) Without affecting any other matter that the Authority may consider relevant, the Authority may —| (a) | in determining whether to grant its approval under paragraph (b), have regard to such criteria as the Authority may specify by written notice to the licensee; and | | (b) | approve or refuse the application. |
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| (4) Where a licensee has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the licensee’s chief executive officer or director, the individual may, without the approval of the Authority, be re‑appointed as chief executive officer or director (as the case may be) of the licensee immediately upon the expiry of the individual’s term of appointment. |
| (5) Subject to subsection (6), the Authority must not refuse a licensee’s application under subsection (1) without giving the licensee an opportunity to be heard. |
(6) The Authority may refuse an application under subsection (1) for the Authority’s approval under subsection (3)(b) of an individual without giving the licensee an opportunity to be heard, in any of the following circumstances:| (a) | the individual has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after 28 January 2020:| (i) | an offence involving fraud or dishonesty; | | (ii) | an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; | | (iii) | an offence that is specified in the Third Schedule to the Registration of Criminals Act 1949; |
| | (b) | the individual is an undischarged bankrupt, whether in Singapore or elsewhere; | | (c) | the individual has had execution against the individual in respect of a judgment debt returned unsatisfied in whole or in part; | | (d) | the individual has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; | | (e) | the individual has in force against the individual a prohibition order under section 68 of the Financial Advisers Act 2001, section 74 of the Insurance Act 1966 or section 101A of the Securities and Futures Act 2001; | | (f) | the individual has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | that is being or has been wound up by a court; or | | (ii) | the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory. |
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| (7) Where the Authority refuses an application under subsection (1) for the Authority’s approval under subsection (3)(b), the Authority need not give the individual who was proposed to be appointed an opportunity to be heard. |
| (8) A licensee that, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. |
(9) In this section, “chief executive officer”, in relation to a licensee incorporated outside Singapore, includes a person (however designated) who —| (a) | is in the direct employment of, or acting for or by arrangement with, the licensee; and | | (b) | is directly responsible for the management and conduct of the whole or any part of the licensee’s business in Singapore. |
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| Removal of chief executive officer, director or partner of licensee |
35.—(1) Despite the provisions of any other written law, where the Authority is satisfied that an individual appointed as chief executive officer, director or partner of a licensee incorporated or formed in Singapore is not a fit and proper person to act as such chief executive officer, director or partner, the Authority may, by written notice, direct the licensee to remove the individual, within such period as the Authority may specify in the notice —| (a) | from employment with the licensee; | | (b) | as director of the licensee; or | | (c) | as partner of the licensee. |
(2) Without affecting any other matter that the Authority may consider relevant, in assessing whether to direct the licensee to remove an individual under subsection (1), the Authority may consider whether the individual —| (a) | has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after 28 January 2020:| (i) | an offence involving fraud or dishonesty; | | (ii) | an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; | | (iii) | an offence that is specified in the Third Schedule to the Registration of Criminals Act 1949; |
| | (b) | is an undischarged bankrupt, whether in Singapore or elsewhere; | | (c) | has had execution against the individual in respect of a judgment debt returned unsatisfied in whole or in part; | | (d) | has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; | | (e) | has in force against the individual a prohibition order under section 68 of the Financial Advisers Act 2001, section 74 of the Insurance Act 1966 or section 101A of the Securities and Futures Act 2001; | | (f) | has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | that is being or has been wound up by a court; or | | (ii) | the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory; |
| | (g) | has wilfully contravened, or wilfully caused the licensee to contravene, any provision of this Act; | | (h) | has, without reasonable excuse, failed to secure the compliance of the licensee with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; | | (i) | has failed to discharge any of the duties of the individual’s office or employment; or | | (j) | needs to be removed in the public interest. |
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| (3) Subject to subsection (4), before directing a licensee incorporated or formed in Singapore to remove an individual under subsection (1), the Authority must give both the licensee and the individual an opportunity to be heard. |
(4) The Authority may direct a licensee incorporated or formed in Singapore to remove an individual under subsection (1) on any of the following grounds without giving the licensee or the individual an opportunity to be heard:| (a) | the individual is an undischarged bankrupt, whether in Singapore or elsewhere; | | (b) | the individual has been convicted, whether in Singapore or elsewhere, of an offence, whether committed before, on or after 28 January 2020 —| (i) | involving fraud or dishonesty, or the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of at least 3 months. |
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| (5) Without affecting the Authority’s power to impose conditions under section 6(7)(a) or (10), the Authority may at any time, by written notice to a licensee incorporated or formed in Singapore, impose or vary a condition requiring the licensee to notify the Authority of any change to any particulars (such as residence in Singapore or elsewhere, or nature of appointment) of its chief executive officer, director or partner that may be specified in the notice. |
(6) A licensee incorporated or formed in Singapore that, without reasonable excuse —| (a) | fails to comply with a written notice under subsection (1); or | | (b) | contravenes any condition imposed under subsection (5), |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. |
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| (7) No criminal or civil liability shall be incurred by a licensee, or any person acting on behalf of the licensee, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the licensee under this section. |
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36.—(1) A licensee incorporated or formed in Singapore that is aggrieved by a decision of the Authority under section 34(3)(b) may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final.| (2) A licensee incorporated or formed in Singapore, or any chief executive officer, director or partner of that licensee, that is aggrieved by a written notice of the Authority under section 35(1) may, within 30 days after receiving the notice, appeal in writing to the Minister, whose decision is final. |
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| Division 5 — Audit of licensees |
37.—(1) Despite the provisions of the Companies Act 1967, a licensee —| (a) | must, on an annual basis and at its own expense, appoint an auditor; and | | (b) | if for any reason its auditor ceases to be its auditor, appoint another auditor as soon as practicable after such cessation. |
(2) The Authority may appoint an auditor for a licensee —| (a) | if the licensee fails to appoint an auditor; or | | (b) | if the Authority considers it desirable that another auditor should act with the auditor appointed under subsection (1). |
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| (3) The Authority may at any time fix the remuneration to be paid by a licensee to an auditor appointed by the Authority under subsection (2) for the licensee. |
(4) The duties of an auditor appointed under subsection (1) or (2) are as follows:| (a) | to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the licensee; | | (b) | to carry out an audit of the transactions in relation to the payment services provided by the licensee, in particular, in respect of the licensee’s observance of the provisions of this Act and any of the requirements imposed under any other written law administered by the Authority; | | (c) | to submit a report of the audit to the Authority in such form as may be prescribed and within such time as the Authority may allow; | | (d) | to make a report —| (i) | in the case of a licensee incorporated in Singapore, on the financial statements or consolidated financial statements of the licensee in accordance with section 207 of the Companies Act 1967; or | | (ii) | in the case of a licensee incorporated outside Singapore, on the latest annual balance sheet and profit and loss account of the licensee, together with any notes on that balance sheet and profit and loss account, showing the assets and liabilities and profit or loss arising out of the operations of the licensee in Singapore, that complies with section 207 of the Companies Act 1967. |
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(5) The Authority may, by written notice to an auditor, impose all or any of the following duties on the auditor in addition to those provided under subsection (4), and the auditor must carry out the duties so imposed:| (a) | a duty to submit such additional information in relation to the audit as the Authority considers necessary; | | (b) | a duty to enlarge or extend the scope of the audit of the licensee’s business and affairs; | | (c) | a duty to carry out any other examination, or establish any procedure, in relation to the audit in any particular case; | | (d) | a duty to submit a report on any of the matters mentioned in paragraphs (b) and (c). |
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(6) The licensee must remunerate the auditor in respect of —| (a) | any remuneration the Authority has fixed under subsection (3); and | | (b) | the discharge of all or any of the additional duties of the auditor imposed under subsection (5). |
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(7) Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if the Authority is not satisfied with the performance of any duty by the auditor of a licensee, at any time direct the licensee to —| (a) | remove the auditor; and | | (b) | appoint another auditor. |
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| (8) The auditor’s report made under subsection (4)(d) must be attached to the balance sheet and the profit and loss account, the financial statements or the consolidated financial statements (as the case may be) of the licensee, and a copy of the report, together with any report under subsection (5)(d), must be submitted in writing to the Authority. |
(9) If an auditor, in the course of performing the auditor’s duties, is satisfied that any of the following matters has occurred, the auditor must immediately report that matter to the Authority:| (a) | there has been a serious breach or non‑observance of the provisions of this Act or any of the requirements imposed under any other written law administered by the Authority; | | (b) | a criminal offence involving fraud or dishonesty has been committed; | | (c) | losses have been incurred that reduce the capital of the licensee by at least 50%; | | (d) | there is any irregularity that has or may have a material effect on the accounts of the licensee, including any irregularity that had caused a major disruption to the provision of any type of payment service to the customers of the licensee; | | (e) | the auditor is unable to confirm that the claims of creditors of the licensee are still covered by the assets of the licensee. |
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(10) Where an auditor or employee of the auditor discloses in good faith to the Authority —| (a) | the auditor’s or employee’s knowledge or suspicion of any of the matters mentioned in subsection (9); or | | (b) | any information or other matter on which that knowledge or suspicion is based, |
| the disclosure is not a breach of any restriction upon the disclosure imposed by any law, contract or rules of professional conduct, and the auditor or employee is not liable for any loss arising out of the disclosure or any act or omission in consequence of the disclosure. |
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| (11) A licensee that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (12) An auditor that contravenes subsection (5) or (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
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| Powers of auditor appointed by Authority |
38.—(1) An auditor appointed by the Authority under section 37(2) may, for the purpose of carrying out an examination or audit —| (a) | examine, on oath or affirmation, any officer or employee of the licensee or any other auditor of the licensee; | | (b) | require any officer or employee of the licensee, or any other auditor of the licensee, to produce any books held by or on behalf of the licensee relating to the licensee’s business; | | (c) | make copies of or take extracts from, or retain possession of, any books mentioned in paragraph (b) for such period as may be necessary to enable those books to be inspected; | | (d) | employ such persons as the auditor considers necessary to assist the auditor in carrying out the examination or audit; and | | (e) | authorise in writing any person employed by the auditor to do, in relation to the examination or audit, any act or thing that the auditor could do as an auditor under this subsection, other than the examination of a person on oath or affirmation. |
(2) An individual who, without reasonable excuse —| (a) | refuses or fails to answer any question put to the individual; or | | (b) | fails to comply with any request made to the individual, |
| by an auditor appointed under section 37(2) or a person authorised under subsection (1)(e), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $12,500 or to imprisonment for a term not exceeding 12 months or to both. |
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| Restriction on auditor’s and employee’s right to communicate certain matters |
39.—(1) Except as may be necessary for the carrying into effect of the provisions of this Act or so far as may be required for the purposes of any legal proceedings, whether civil or criminal —| (a) | an auditor appointed under section 37(1) or (2); or | | (b) | any employee of such auditor, |
| must not disclose any information that comes to the auditor’s or employee’s knowledge in the course of performing the auditor’s or employee’s duties, to any person other than the Authority or, in the case of an employee of such auditor, the auditor. |
(2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of the auditor, to a fine not exceeding $25,000; or | | (b) | in the case of the employee, to a fine not exceeding $12,500. |
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| Offence to destroy, conceal, alter, etc., records |
40.—(1) An individual who, with intent to prevent, delay or obstruct the carrying out of any examination or audit under section 37 or 38 —| (a) | destroys, conceals or alters any book relating to the business of a licensee; or | | (b) | sends, or conspires with any other person to send, out of Singapore any book or asset of any description belonging to, in the possession of or under the control of the licensee, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
(2) If, in any proceedings for an offence under subsection (1), it is proved that the individual charged with the offence —| (a) | destroyed, concealed or altered any book mentioned in subsection (1)(a); or | | (b) | sent, or conspired to send, out of Singapore any book or asset mentioned in subsection (1)(b), |
| the onus of proving that, in so doing, the individual did not act with intent to prevent, delay or obstruct the carrying out of an examination or audit under section 37 or 38 lies on the individual. |
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