PART 4 HOLDERS OF CAPITAL MARKETS
SERVICES LICENCE AND
REPRESENTATIVES |
| Division 1 — Capital Markets Services Licence |
[2/2009] | Need for capital markets services licence |
82.—(1) Subject to subsection (2) and section 99, no person may, whether as principal or agent, carry on business in any regulated activity or hold out that the person is carrying on such business unless the person is the holder of a capital markets services licence for that regulated activity.| (2) Subsection (1) does not apply to any person specified in the Third Schedule. |
| (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 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 $15,000 for every day or part of a day during which the offence continues after conviction. |
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| 83. [Repealed by Act 2 of 2009] |
| Application for grant of capital markets services licence |
| 84.—(1) An application for the grant of a capital markets services licence must be made to the Authority in such form and manner as the Authority may specify. [2/2009; 4/2017] | (2) The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application. |
| (3) An application for the grant of a capital markets services licence must be accompanied by a non‑refundable prescribed application fee which must be paid in the manner specified by the Authority. [2/2009] |
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| 85.—(1) The holder of a capital markets services licence must on a yearly basis on such date as the Authority may specify pay such licence fee for each regulated activity to which the licence relates as the Authority may prescribe. [2/2009] (2) Any licence fee paid to the Authority in respect of any regulated activity must not be refunded if —| (a) | the licence is revoked or suspended, or lapses during the period to which the licence fee relates; | | (b) | [Deleted by Act 2 of 2009] | | (c) | the holder of a capital markets services licence ceases to carry on business in that regulated activity during the period to which the licence fee relates; or | | (d) | a section 101A prohibition order or an FSMA prohibition order has been made against the holder of a capital markets services licence. [2/2009] [Act 18 of 2022 wef 31/07/2024] |
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| (3) Subject to subsection (2), the Authority may, where it considers appropriate, refund the whole or part of any licence fee paid to it. |
| (4) Where the holder of a capital markets services licence fails to pay the licence fee by the date on which such fee is due, the Authority may impose a late payment fee of a prescribed amount for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [2/2009] |
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| Grant of capital markets services licence |
86.—(1) A corporation may make an application for a capital markets services licence to carry on business in one or more regulated activities.| (2) In granting a capital markets services licence, the Authority must specify the regulated activity or activities to which the licence relates, described in such manner as the Authority considers appropriate. |
| (3) A capital markets services licence may only be granted if the applicant meets such minimum financial and other requirements as the Authority may prescribe, either generally or specifically, or as are provided in the business rules of an approved exchange or recognised market operator. [4/2017] |
(4) Subject to regulations made under this Act, where an application is made for the grant of a capital markets services licence, the Authority may refuse the application if —| (a) | the applicant has not provided the Authority with such information or documents relating to it or any person employed by or associated with it for the purposes of its business, and to any circumstances likely to affect its manner of conducting business, as the Authority may require; | | (aa) | any information or document that is provided by the applicant to the Authority is false or misleading; | | (b) | the applicant or its substantial shareholder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (c) | an enforcement order against the applicant or its substantial shareholder in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] | | (d) | a receiver, a receiver and manager, judicial manager or an equivalent person has been appointed whether in Singapore or elsewhere in relation to, or in respect of, any property of the applicant or its substantial shareholder; | | (e) | the applicant or its substantial shareholder has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with its creditors, being a compromise or scheme of arrangement that is still in operation; | | (f) | the applicant or its substantial shareholder, or any officer of the applicant —| (i) | has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it or he or she had acted fraudulently or dishonestly; or | | (ii) | has been convicted of an offence under this Act; |
| | (g) | the Authority is not satisfied as to the educational or other qualification or experience of the officers or employees of the applicant having regard to the nature of the duties they are to perform in connection with the holding of the licence; | | (h) | the applicant fails to satisfy the Authority that it is a fit and proper person to be licensed or that all of its officers, employees and substantial shareholders are fit and proper persons; | | (i) | the Authority has reason to believe that the applicant may not be able to act in the best interests of its subscribers or customers having regard to the reputation, character, financial integrity and reliability of the applicant or its officers, employees or substantial shareholders; | | (j) | the Authority is not satisfied as to the financial standing of the applicant or its substantial shareholders or the manner in which the applicant’s business is to be conducted; | | (k) | the Authority is not satisfied as to the record of past performance or expertise of the applicant having regard to the nature of the business which the applicant may carry on in connection with the holding of the licence; | | (l) | there are other circumstances which are likely to —| (i) | lead to the improper conduct of business by the applicant, any of its officers, employees or substantial shareholders; or | | (ii) | reflect discredit on the manner of conducting the business of the applicant or its substantial shareholders; |
| | (m) | the Authority has reason to believe that the applicant, or any of its officers or employees, will not perform the functions for which the applicant seeks to be licensed, efficiently, honestly or fairly; | | (n) | the Authority is of the opinion that it would be contrary to the interests of the public to grant the licence; or | | (o) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the applicant. [2/2009] [Act 18 of 2022 wef 31/07/2024] |
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| (5) Subject to subsection (6), the Authority must not refuse an application for a grant of a capital markets services licence without giving the applicant an opportunity to be heard. [2/2009] |
(6) The Authority may refuse an application for the grant of a capital markets services licence on any of the following grounds without giving the applicant an opportunity to be heard:| (a) | the applicant is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the applicant; | | (c) | the applicant has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; | | (d) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the applicant. [2/2009] [Act 18 of 2022 wef 31/07/2024] |
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| 87. [Repealed by Act 2 of 2009] |
| 87A. [Repealed by Act 2 of 2009] |
| Power of Authority to impose conditions or restrictions |
| 88.—(1) The Authority may grant a capital markets services licence subject to such conditions or restrictions as it thinks fit. [2/2009] | (1A) Without limiting subsection (1), where the Authority grants a capital markets services licence to carry on a business of dealing in capital markets products, the Authority may impose conditions or restrictions under subsection (1) restricting the holder of the capital markets services licence to one or more types of capital markets products in respect of which the holder may carry on a business of dealing in capital markets products. [4/2017] |
| (2) The Authority may, at any time, by written notice to a holder of a capital markets services licence, vary or revoke any condition or restriction or impose such further condition or restriction as it thinks fit. [2/2009] [Act 12 of 2024 wef 30/08/2024] |
| (3) Any person who contravenes any condition or restriction in its licence shall be guilty of an offence. [2/2009] |
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| 89. [Repealed by Act 2 of 2009] |
| Variation of capital markets services licence |
| 90.—(1) The Authority may, on the application of the holder of a capital markets services licence, vary its licence by adding a regulated activity to those already specified in the licence. [2/2009] | (1A) The Authority may require an applicant to supply the Authority with such information or documents as it considers necessary in relation to the application. |
| (2) An application under subsection (1) must be accompanied by a non‑refundable prescribed application fee which must be paid in the manner specified by the Authority. [2/2009] |
(3) The Authority may —| (a) | approve the application subject to such conditions or restrictions as the Authority thinks fit; or | | (b) | refuse the application on any of the grounds set out in section 86(4). [2/2009] |
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| (4) The Authority must not refuse an application under subsection (1) without giving the applicant an opportunity to be heard. |
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| Deposit to be lodged in respect of capital markets services licence |
| 91.—(1) The Authority may, in granting or varying a capital markets services licence, require the applicant to lodge with the Authority, at the time of its application and in such manner as the Authority may determine, a deposit of such amount as the Authority may prescribe by regulations made under section 100 in respect of that licence and in such form as the Authority may specify. [2/2009; 4/2017] | (2) The Authority may prescribe the circumstances and purposes for the use of the deposit. |
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| False statements in relation to application for grant or variation of capital markets services licence |
92. Any person who, in connection with an application for the grant or variation of a capital markets services licence —| (a) | without reasonable excuse, makes a statement which is false or misleading in a material particular; or | | (b) | without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
[2/2009] |
| Notification of change of particulars |
93.—(1) Where —| (a) | the holder of a capital markets services licence ceases to carry on business in any of the regulated activities to which the licence relates; or | | (b) | a change occurs in any matter records of which are required by section 94 to be kept in relation to the holder, |
| the holder must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the prescribed form and manner. |
[2/2009] | (2) Where a holder of a capital markets services licence ceases to carry on business in all the regulated activities to which the licence relates, it must return the licence to the Authority within 14 days of the date of the cessation. [2/2009] |
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| Records of holders of capital markets services licence |
94.—(1) The Authority must keep in such form as it thinks fit records of holders of a capital markets services licence setting out the following information of each holder:| (a) | its name; | | (b) | the address of the principal place of business at which it carries on the business in respect of which the licence is held; | | (c) | the regulated activity or activities and the type or types of capital markets products to which its licence relates; | | (d) | where the business is carried on under a name or style other than the name of the holder of the licence, the name or style under which the business is carried on; | | (e) | such other information as may be prescribed. [2/2009; 4/2017] |
| (2) The Authority may publish the information referred to in subsection (1) or any part of it in such manner as it considers appropriate. [2/2009] |
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| Lapsing, revocation and suspension of capital markets services licence |
95.—(1) A capital markets services licence lapses —| (a) | if the holder is wound up or otherwise dissolved, whether in Singapore or elsewhere; or | | (b) | in the event of such other occurrence or in such other circumstances as may be prescribed. [2/2009] |
(2) The Authority may revoke a capital markets services licence if —| (a) | there exists a ground on which the Authority may refuse an application under section 86; | | (b) | the holder of the capital markets services licence fails or ceases to carry on business in all the regulated activities for which it was licensed; | | (ba) | the Authority has reason to believe that the holder has not acted in the best interests of the holder’s subscribers or customers; | | (c) | the Authority has reason to believe that the holder, or any of its officers or employees, has not performed its or his or her duties efficiently, honestly or fairly; | | (d) | the holder has contravened any condition or restriction applicable in respect of its licence, any written direction issued to it by the Authority under this Act, or any provision in this Act; | | (da) | it appears to the Authority that the holder has failed to satisfy any of its obligations under or arising from —| (i) | this Act; or | | (ii) | any written direction issued by the Authority under this Act; |
| | (e) | the Authority has reason to believe that the holder is carrying on business in any regulated activity for which it was licensed in a manner that is contrary to the interests of the public; | | (ea) | upon the Authority exercising any power under section 97E(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 in relation to the holder, the Authority considers that it is in the public interest to revoke the licence; [Act 18 of 2022 wef 10/05/2024] | | (f) | the holder has provided any information or document to the Authority that is false or misleading; | | (g) | the holder fails to pay the licence fee referred to in section 85; or | | (h) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the holder. [2/2009; 34/2012; 10/2013; 31/2017] [Act 18 of 2022 wef 31/07/2024] |
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(3) The Authority may, if it considers it desirable to do so —| (a) | suspend a capital markets services licence for a specific period instead of revoking it under subsection (2); and | | (b) | at any time extend or revoke the suspension. [2/2009] |
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| (4) Subject to subsection (5), the Authority must not revoke or suspend a capital markets services licence under subsection (2) or (3) without giving the holder of the licence an opportunity to be heard. [2/2009] |
(5) The Authority may revoke or suspend a capital markets services licence without giving the holder of the licence an opportunity to be heard, on any of the following grounds:| (a) | the holder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the holder; | | (c) | the holder has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; | | (d) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the holder. [2/2009] [Act 18 of 2022 wef 31/07/2024] |
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(6) Where the Authority has revoked or suspended a capital markets services licence, the holder of that licence must —| (a) | in the case of a revocation of its licence, immediately inform all its representatives by written notice of such revocation, and the representatives who are so informed must cease to act as representatives of that holder; or | | (b) | in the case of a suspension of its licence, immediately inform all its representatives by written notice of such suspension, and the representatives who are so informed must cease to act as representatives of that holder during the period of the suspension. [2/2009] |
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(7) Any holder of a capital markets services licence who —| (a) | performs a regulated activity while its licence has lapsed or has been revoked or suspended; or | | (b) | contravenes subsection (6), |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. |
[2/2009] |
(8) A lapsing, revocation or suspension of a capital markets services licence does not operate so as to —| (a) | avoid or affect any agreement, transaction or arrangement relating to the regulated activities entered into by the holder of the licence, whether the agreement, transaction or arrangement was entered into before, on or after the revocation, suspension or lapsing of the licence, as the case may be; or | | (b) | affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [2/2009] |
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| Approval of chief executive officer and director of holder of capital markets services licence |
96.—(1) Subject to subsection (1B), a holder of a capital markets services licence must not —| (a) | appoint a person as its chief executive officer or director; or | | (b) | change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, |
| unless it has obtained the approval of the Authority. |
[2/2009] | (1A) Where a holder of a capital markets services licence has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as chief executive officer or director (as the case may be) of the holder immediately upon the expiry of the earlier term without the approval of the Authority. [2/2009] |
(1B) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person —| (a) | does not reside in Singapore; and | | (b) | is not directly responsible for its business in Singapore or any part thereof. [2/2009] |
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| (2) Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed or as may be specified in written directions. |
| (3) Subject to subsection (4), the Authority must not refuse an application for approval under subsection (1) without giving the holder of the capital markets services licence an opportunity to be heard. |
(4) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the holder of a capital markets services licence an opportunity to be heard:| (a) | the person is an undischarged bankrupt, whether in Singapore or elsewhere; | | (aa) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] | | (b) | the person has been convicted, whether in Singapore or elsewhere, of an offence —| (i) | involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of 3 months or more. [2/2009] |
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| (5) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard. |
| (6) Without affecting the Authority’s power to impose conditions or restrictions under section 88, the Authority may, at any time by written notice to the holder of a capital markets services licence, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition. [2/2009] |
| (7) Any person who contravenes any condition imposed under subsection (6) shall be guilty of an offence. [2/2009] |
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| Removal of officer of holder of capital markets services licence |
97.—(1) Despite the provisions of any other written law —| (a) | a holder of a capital markets services licence must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and | | (b) | a holder of a capital markets services licence which is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, |
| (c) | has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 18 April 2013, being an offence —| (i) | involving fraud or dishonesty; | | (ii) | the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or | | (iii) | that is specified in the Third Schedule to the Registration of Criminals Act 1949; |
| | (d) | is an undischarged bankrupt, whether in Singapore or elsewhere; | | (e) | has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] | | (f) | has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; | | (g) | has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or [Act 18 of 2022 wef 31/07/2024] | | (h) | has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | which 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 regulatory authority in that foreign country or territory. [10/2013; 4/2017] |
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(1A) Despite the provisions of any other written law, where the Authority is satisfied that a director of a holder of a capital markets services licence which is incorporated in Singapore, or an executive officer of a holder of a capital markets services licence —| (a) | has wilfully contravened or wilfully caused the holder to contravene any provision of this Act; | | (b) | has, without reasonable excuse, failed to secure the compliance of the holder with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; or | | (c) | has failed to discharge any of the duties of his or her office, |
| the Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, by written notice to the holder, direct the holder to remove the director or executive officer (as the case may be) from his or her office or employment within such period as the Authority may specify in the notice, and the holder must comply with the notice. |
[10/2013] |
| (2) Without affecting any other matter that the Authority may consider relevant, the Authority must, when determining whether a director or an executive officer of a holder of a capital markets services licence has failed to discharge the duties of his or her office for the purposes of subsection (1A)(c), have regard to such criteria as may be prescribed or as may be specified in written directions. [10/2013] |
| (3) The Authority must not direct a holder of a capital markets services licence to remove a person from his or her office under subsection (1A) without giving the holder an opportunity to be heard. [10/2013] |
| (4) [Deleted by Act 10 of 2013] |
| (5) Where the Authority directs a holder of a capital markets services licence to remove a person from his or her office or employment under subsection (1A), the Authority need not give that person an opportunity to be heard. [10/2013] |
(6) No criminal or civil liability shall be incurred by —| (a) | a holder of a capital markets services licence; or | | (b) | any person acting on behalf of the holder of a capital markets services licence, |
| 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 its obligations under this section. |
[10/2013] |
(7) In this section, unless the context otherwise requires —| “regulated financial institution” means a person who carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, would be regulated or authorised by the Authority; |
| “regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act. [10/2013] |
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| Control of take‑over of holder of capital markets services licence |
| 97A.—(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not. [2/2009] | (2) A person must not enter into any arrangement in relation to shares in the holder of a capital markets services licence that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the holder, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement. [2/2009] |
(3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that —| (a) | the applicant is a fit and proper person to have effective control of the holder of the capital markets services licence; | | (b) | having regard to the applicant’s likely influence, the holder of a capital markets services licence is likely to continue to conduct its business prudently and comply with the provisions of this Act and directions made thereunder; and | | (c) | the applicant satisfies such other criteria as may be prescribed or as may be specified in written directions by the Authority. [2/2009] |
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(4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —| (a) | restricting the applicant’s disposal or further acquisition of shares or voting power in the holder of a capital markets services licence; or | | (b) | restricting the applicant’s exercise of voting power in the holder of a capital markets services licence, |
| and the applicant must comply with such conditions. |
[2/2009] |
| (5) Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the holder of a capital markets services licence. [2/2009; 4/2017] |
(6) For the purposes of this section and section 97B —| (a) | a reference to a person entering into an arrangement in relation to shares includes —| (i) | entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares; | | (ii) | making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person; | | (iii) | the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and | | (iv) | becoming a trustee of a trust in respect of those shares; |
| | (b) | a person is regarded as obtaining effective control of the holder of a capital markets services licence by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out —| (i) | acquire or hold, directly or indirectly, 20% or more of the issued share capital of the holder; or | | (ii) | control, directly or indirectly, 20% or more of the voting power in the holder; and |
| | (c) | a reference to the voting power in the holder of a capital markets services licence is a reference to the total number of votes that may be cast in a general meeting of the holder. [2/2009] |
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| (7) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [2/2009] |
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| Objection to control of holder of capital markets services licence |
97B.—(1) The Authority may serve a written notice of objection on —| (a) | any person required to obtain the Authority’s approval or who has obtained the approval under section 97A; or | | (b) | any person who, whether before, on or after 26 November 2010, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the holder of a capital markets services licence or controls, directly or indirectly, 20% or more of the voting power in the holder, |
| if the Authority is satisfied that — |
| (c) | any condition of approval imposed on the person under section 97A(4) has not been complied with; | | (d) | the person is not or ceases to be a fit and proper person to have effective control of the holder of the capital markets services licence; | | (e) | having regard to the likely influence of the person, the holder of a capital markets services licence is not able to or is no longer likely to conduct its business prudently or to comply with the provisions of this Act or any direction made thereunder; | | (f) | the person does not or ceases to satisfy such criteria as may be prescribed; | | (g) | the person has provided false or misleading information or documents in connection with an application under section 97A; or | | (h) | the Authority would not have granted its approval under section 97A had it been aware, at that time, of circumstances relevant to the person’s application for such approval. [2/2009] |
(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:| (a) | the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt 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, in relation to or in respect of any property of the person; | | (c) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] | | (d) | the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. [2/2009] |
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(3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —| (a) | take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 97A(2) or ceases to have control of a holder of a capital markets services licence in the manner described in subsection (1)(b); or | | (b) | comply with such other requirements as the Authority may specify in written directions. [2/2009] |
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| (4) Any person served with a notice of objection under this section must comply with the notice. [2/2009] |
| (5) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [2/2009] |
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| Information of insolvency, etc. |
| 97C.—(1) Any holder of a capital markets services licence which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, must immediately inform the Authority of that fact. [10/2013] | (2) Any holder of a capital markets services licence which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [10/2013] |
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| Interpretation of sections 97D to 97I |
97D. In this section and sections 97E to 97I, unless the context otherwise requires —| “business” includes affairs and property; |
| “office holder”, in relation to a holder of a capital markets services licence, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the holder, or acting in an equivalent capacity in relation to the holder; |
“relevant business” means any business of a holder of a capital markets services licence —| (a) | which the Authority has assumed control of under section 97E; or | | (b) | in relation to which a statutory adviser or a statutory manager has been appointed under section 97E; |
|
| “statutory adviser” means a statutory adviser appointed under section 97E; |
| “statutory manager” means a statutory manager appointed under section 97E. [10/2013] |
|
| Action by Authority if holder of capital markets services licence unable to meet obligations, etc. |
97E.—(1) The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —| (a) | a holder of a capital markets services licence informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments; | | (b) | a holder of a capital markets services licence becomes unable to meet its obligations, or is insolvent, or suspends payments; | | (c) | the Authority is of the opinion that a holder of a capital markets services licence —| (i) | is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or the protection of investors; | | (ii) | is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments; | | (iii) | has contravened any of the provisions of this Act; or | | (iv) | has failed to comply with any condition or restriction in its licence (being a condition or restriction imposed under section 88(1) or (2)); or |
| | (d) | the Authority considers it in the public interest to do so. [10/2013] |
(2) Subject to subsections (1) and (3), the Authority may —| (a) | require the holder of a capital markets services licence immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary; | | (b) | appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the holder of a capital markets services licence on the proper management of such of the business of the holder as the Authority may determine; or | | (c) | assume control of and manage such of the business of the holder of a capital markets services licence as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify. [10/2013] |
|
(3) In the case of a holder of a capital markets services licence incorporated outside Singapore, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the holder under subsection (2) is only in relation to —| (a) | the business or affairs of the holder carried on in, or managed in or from, Singapore; or | | (b) | the property of the holder located in Singapore, or reflected in the books of the holder in Singapore (as the case may be) in relation to its operations in Singapore. [10/2013] |
|
(4) Where the Authority appoints 2 or more persons as the statutory manager of a holder of a capital markets services licence, the Authority must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —| (a) | may be discharged or exercised by such persons jointly and severally; | | (b) | must be discharged or exercised by such persons jointly; and | | (c) | must be discharged or exercised by a specified person or such persons. [10/2013] |
|
(5) Where the Authority has exercised any power under subsection (2), it may, at any time and without affecting its power under section 95(2)(ea), do one or more of the following:| (a) | vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify; | | (b) | further exercise any of the powers under subsection (2); | | (c) | add to, vary or revoke any term or condition specified by the Authority under this section. [10/2013] |
|
(6) No liability shall be incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —| (a) | the exercise or purported exercise of any power under this Act; | | (b) | the performance or purported performance of any function or duty under this Act; or | | (c) | the compliance or purported compliance with this Act. [10/2013] |
|
| (7) Any holder of a capital markets services licence that fails to comply with a requirement imposed by the Authority under subsection (2)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [10/2013] |
|
| Effect of assumption of control under section 97E |
| 97F.—(1) Upon assuming control of the relevant business of a holder of a capital markets services licence, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business. [10/2013] (2) During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence, the Authority or statutory manager —| (a) | must manage the relevant business of the holder in the name of and on behalf of the holder; and | | (b) | is deemed to be an agent of the holder. [10/2013] |
|
(3) In managing the relevant business of a holder of a capital markets services licence, the Authority or statutory manager —| (a) | must consider the interests of the public or the section of the public referred to in section 97E(1)(c)(i), and the need to protect investors; and | | (b) | has all the duties, powers and functions of the members of the board of directors of the holder (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the holder, including powers of delegation, in relation to the relevant business of the holder; but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the holder under the Companies Act 1967 or the constitution of the holder. [10/2013] |
|
| (4) Despite any written law or rule of law, upon the assumption of control of the relevant business of a holder of a capital markets services licence by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the holder, which was in force immediately before the assumption of control, is deemed to be revoked, unless the Authority gives its approval, by written notice to the person and the holder, for the person to remain in the appointment. [10/2013] |
| (5) Despite any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence, except with the approval of the Authority, no person may be appointed as the chief executive officer or a director of the holder. [10/2013] |
| (6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of a holder of a capital markets services licence, the Authority may at any time, by written notice to the person and the holder, revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice. [10/2013] |
(7) Despite any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of a holder of a capital markets services licence is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the holder during the period when the Authority or statutory manager is in control of the relevant business of the holder —| (a) | the act or purported act of the person is invalid and of no effect; and | | (b) | the person shall be guilty of an offence. [10/2013] |
|
(8) Despite any written law or rule of law, if any person who is appointed as the chief executive officer or a director of a holder of a capital markets services licence in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the holder during the period when the Authority or statutory manager is in control of the relevant business of the holder —| (a) | the act or purported act of the person is invalid and of no effect; and | | (b) | the person shall be guilty of an offence. [10/2013] |
|
(9) During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence —| (a) | if there is any conflict or inconsistency between —| (i) | a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and | | (ii) | a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the holder, |
| the direction or decision referred to in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and |
| | (b) | no person may exercise any voting or other right attached to any share in the holder in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act is invalid and of no effect. [10/2013] |
|
| (10) Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $150,000 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 $15,000 for every day or part of a day during which the offence continues after conviction. [10/2013] |
|
97G.—(1) The Authority must cease to be in control of the relevant business of a holder of a capital markets services licence when the Authority is satisfied that —| (a) | the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or | | (b) | it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)(c)(i) or for the protection of investors. [10/2013] |
| (2) A statutory manager is deemed to have assumed control of the relevant business of a holder of a capital markets services licence on the date of the statutory manager’s appointment as a statutory manager. [10/2013] |
(3) The appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence may be revoked by the Authority at any time —| (a) | if the Authority is satisfied that —| (i) | the reasons for the appointment have ceased to exist; or | | (ii) | it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)(c)(i) or for the protection of investors; or |
| | (b) | on any other ground, |
| and upon such revocation, the statutory manager ceases to be in control of the relevant business of the holder. |
[10/2013] |
(4) The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —| (a) | the Authority’s assumption of control of the relevant business of a holder of a capital markets services licence; | | (b) | the cessation of the Authority’s control of the relevant business of a holder of a capital markets services licence; | | (c) | the appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence; and | | (d) | the revocation of a statutory manager’s appointment in relation to the relevant business of a holder of a capital markets services licence. [10/2013] |
|
|
| Responsibilities of officers, member, etc., of holder of capital markets services licence |
97H.—(1) During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence —| (a) | the General Division of the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the holder to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the General Division of the High Court may specify, any property or book of the holder which is comprised in, forms part of or relates to the relevant business of the holder, and which is in the person’s possession or control; and | | (b) | any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the holder must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the holder, within such time and in such manner as the Authority or statutory manager may specify. [10/2013; 40/2019] |
(2) Any person who —| (a) | without reasonable excuse, fails to comply with subsection (1)(b); or | | (b) | in purported compliance with subsection (1)(b), knowingly or recklessly provides any information or document that is false or misleading in a material particular, |
| 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 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. |
[10/2013] |
|
| Remuneration and expenses of Authority and others in certain cases |
97I.—(1) The Authority may at any time fix the remuneration and expenses to be paid by a holder of a capital markets services licence —| (a) | to a statutory manager or statutory adviser appointed in relation to the holder, whether or not the appointment has been revoked; and | | (b) | where the Authority has assumed control of the relevant business of the holder, to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business. [10/2013] |
| (2) The holder of a capital markets services licence must reimburse the Authority any remuneration and expenses payable by the holder to a statutory manager or statutory adviser. [10/2013] |
|
98.—(1) Subject to subsection (2), any person who is aggrieved by —| (a) | the refusal of the Authority to grant or vary a capital markets services licence; | | (b) | the revocation or suspension of a capital markets services licence by the Authority; | | (c) | [Deleted by Act 2 of 2009] | | (d) | the refusal of the Authority to grant an approval to a holder of a capital markets services licence to appoint a person as its chief executive officer or director; or | | (e) | the direction of the Authority to a holder of a capital markets services licence to remove an officer from office or employment, |
| may within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. |
[2/2009] | (2) An appeal under subsection (1)(d) or (e) may only be made by the holder of a capital markets services licence. |
|
| Exemptions from requirement to hold capital markets services licence |
99.—(1) The following persons are exempted in respect of the following regulated activities from the requirement to hold a capital markets services licence to carry on business in such regulated activities:| (a) | any bank licensed under the Banking Act 1970 in respect of any regulated activity; | | (b) | any merchant bank licensed under the Banking Act 1970 in respect of any regulated activity; | | (c) | any finance company licensed under the Finance Companies Act 1967 in respect of any regulated activity that is not prohibited by that Act or for which an exemption from section 25(2) of that Act has been granted; | | (d) | any company or co‑operative society licensed under the Insurance Act 1966 in respect of fund management for the purpose of carrying out insurance business; | | (e) | [Deleted by Act 1 of 2005] | | (f) | any approved exchange, recognised market operator or approved holding company in respect of any regulated activity that is solely incidental to its operation of an organised market or to its performance as an approved holding company, as the case may be; | | (g) | any approved clearing house or recognised clearing house in respect of any regulated activity that is solely incidental to its operation of a clearing facility; | | (h) | such other person or class of persons in respect of any regulated activity as may be exempted by the Authority. [34/2012; 11/2013; 4/2017; 1/2020] |
| (2) [Deleted by Act 1 of 2005] |
| (3) [Deleted by Act 1 of 2005] |
| (4) The Authority may by regulations or by written notice impose such conditions or restrictions on an exempt person or its representative in relation to the conduct of the regulated activity or any related matter as the Authority thinks fit and the exempt person or its representative (as the case may be) must comply with such conditions or restrictions. |
| (4A) The Authority may by regulations or by written notice vary or revoke any condition or restriction imposed under subsection (4). [Act 12 of 2024 wef 30/08/2024] |
| (5) Any exempt person or representative of an exempt person, who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. |
(6) The Authority may withdraw an exemption granted to any person under this section —| (a) | if it contravenes any provision of this Act which is applicable to it or any condition or restriction imposed on it under subsection (4); | | (aa) | if it fails to pay the annual fee referred to in section 99A; | | (b) | if it contravenes any direction issued to it under section 101(1); or | | (c) | if the Authority considers that it is carrying on business in a manner that is, in the opinion of the Authority, contrary to the public interest. [2/2009] |
|
| (7) Where the Authority withdraws an exemption granted to any person under this section, the Authority need not give the person an opportunity to be heard. |
(8) A withdrawal under subsection (6) of an exemption granted to any person does not operate so as to —| (a) | avoid or affect any agreement, transaction or arrangement relating to the regulated activities entered into by the person, whether the agreement, transaction or arrangement was entered into before or after, the withdrawal of the exemption; or | | (b) | affect any right, obligation or liability arising under any such agreement, transaction or arrangement. |
|
| (9) A person that is aggrieved by a decision of the Authority made under subsection (6) may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. |
|
| Annual fees payable by exempt person and certain representatives |
| 99A.—(1) Every exempt person and every representative of a person exempted under section 99(1)(f), (g) or (h) must pay to the Authority such annual fee in respect of each regulated activity as may be prescribed and in such manner and on such date as may be specified by the Authority. [2/2009] (2) Any annual fee paid by an exempt person or a representative of a person exempted under section 99(1)(f), (g) or (h) to the Authority in respect of any regulated activity must not be refunded or remitted if —| (a) | in the case of the exempt person —| (i) | its exemption is withdrawn; | | (ii) | it fails or ceases to carry on business in that regulated activity; or | | (iii) | a section 101A prohibition order or an FSMA prohibition order has been made against it, |
| during the period to which the annual fee relates; and |
[Act 18 of 2022 wef 31/07/2024] | | (b) | in the case of a representative of a person exempted under section 99(1)(f), (g) or (h) —| (i) | the exemption of the exempt person is withdrawn; | | (ia) | a section 101A prohibition order or an FSMA prohibition order has been made against the representative; or [Act 18 of 2022 wef 31/07/2024] | | (ii) | the representative fails or ceases to act as a representative in respect of that regulated activity, |
| during the period to which the annual fee relates. |
[2/2009] |
|
| (3) Subject to subsection (2), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid or payable to it. |
| (4) Where an exempt person or a representative of a person exempted under section 99(1)(f), (g) or (h) fails to pay the fee by the date on which such fee is due, the Authority may impose a late payment fee of a prescribed amount for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [2/2009] |
|
Division 1A — Voluntary Transfer of Business of
Holder of Capital Markets Services Licence |
| Interpretation of this Division |
99AA. In this Division, unless the context otherwise requires —| “business” includes affairs, property, right, obligation and liability; |
| “Court” means the General Division of the High Court; |
| “debenture” has the meaning given by section 4(1) of the Companies Act 1967; |
| “property” includes property, right and power of every description; |
| “Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies appointed under that Act; |
| “transferee” means a holder of a capital markets services licence, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of a holder of a capital markets services licence, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under this Division; |
| “transferor” means a holder of a capital markets services licence the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division. [10/2013; 40/2019] |
|
| Voluntary transfer of business |
99AB.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of a holder of a capital markets services licence) to a transferee, if —| (a) | the Authority has consented to the transfer; | | (b) | the transfer involves the whole or any part of the business of the transferor that is the usual business of a holder of a capital markets services licence; and | | (c) | the Court has approved the transfer. [10/2013] |
| (2) Subsection (1) does not affect the right of a holder of a capital markets services licence to transfer the whole or any part of its business under any law. [10/2013] |
(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —| (a) | the transferee is a fit and proper person; and | | (b) | the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act. [10/2013] |
|
| (4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division. [10/2013] |
| (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally. [10/2013] |
| (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee. [10/2013] |
| (7) The Authority may require a person to provide, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division. [10/2013] |
(8) Any person who —| (a) | without reasonable excuse, fails to comply with any requirement under subsection (7); or | | (b) | in purported compliance with any requirement under subsection (7), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 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 $15,000 for every day or part of a day during which the offence continues after conviction. |
[10/2013] |
| (9) Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8). [10/2013] |
|
| 99AC.—(1) A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division. [10/2013] (2) Before making an application under subsection (1) —| (a) | the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify; | | (b) | the transferor must obtain the consent of the Authority under section 99AB(1)(a); | | (c) | the transferor and the transferee must, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary; | | (d) | the transferor must, at least 15 days before the application is made but not earlier than one month after the report referred to in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed; | | (e) | the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of the notice referred to in paragraph (d) in the Gazette; and | | (f) | unless the Court directs otherwise, the transferor and the transferee must serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c). [10/2013] |
|
(3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —| (a) | have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and | | (b) | may make any application to the Court in relation to the transfer. [10/2013] |
|
| (4) The Court is not to approve the transfer if the Authority has not consented under section 99AB(1)(a) to the transfer. [10/2013] |
(5) The Court may, after taking into consideration the views (if any) of the Authority on the transfer —| (a) | approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or | | (b) | refuse to approve the transfer. [10/2013] |
|
| (6) If the transferee is not granted a capital markets services licence by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being granted a capital markets services licence by the Authority. [10/2013] |
(7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:| (a) | the transfer to the transferee of the whole or any part of the business of the transferor; | | (b) | the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; | | (c) | the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; | | (d) | the dissolution, without winding up, of the transferor; | | (e) | the provisions to be made for persons who are affected by the transfer; | | (f) | such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective. [10/2013] |
|
(8) Any order under subsection (7) may —| (a) | provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question; | | (b) | make provision in relation to any property which is held by the transferor as trustee; and | | (c) | make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise. [10/2013] |
|
| (9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part thereof) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect. [10/2013] |
| (10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority. [10/2013] |
| (11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory. [10/2013] |
(12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —| (a) | a copy of the order with the Registrar of Companies and with the Authority; and | | (b) | where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land. [10/2013] |
|
| (13) A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction. [10/2013] |
|
| Division 2 — Representatives |
99B.—(1) No person may act as a representative in respect of any type of regulated activity or hold himself or herself out as doing so, unless the person is —| (a) | an appointed representative in respect of that type of regulated activity; | | (b) | a provisional representative in respect of that type of regulated activity; | | (c) | a temporary representative in respect of that type of regulated activity; or | | (d) | a representative of an exempt person under section 99(1)(f), (g) or (h), in so far as —| (i) | the type and scope of the regulated activity carried out by the firstmentioned person are within the type and scope of, or are the same as, that carried out by the exempt person (in the exempt person’s capacity as such); and | | (ii) | the manner in which the firstmentioned person carries out that type of regulated activity is the same as the manner in which the exempt person (in the exempt person’s capacity as such) carries out that type of regulated activity. [2/2009] |
|
| (2) The Authority may exempt any person or class of persons from subsection (1), subject to such conditions or restrictions as the Authority may impose. [2/2009] |
(3) A principal must not permit any individual to carry on business in any type of regulated activity on its behalf unless —| (a) | the individual is an appointed representative, provisional representative or temporary representative in respect of that type of regulated activity; or | | (b) | the principal is an exempt person under section 99(1)(f), (g) or (h) and —| (i) | the type and scope of the regulated activity carried out by the individual are within the type and scope of, or are the same as, that carried out by the exempt person (in the exempt person’s capacity as such); and | | (ii) | the manner in which the individual carries out that type of regulated activity is the same as the manner in which the exempt person (in the exempt person’s capacity as such) carries out that type of regulated activity. [2/2009] |
|
|
| (4) Any person who contravenes subsection (1) 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 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] |
| (5) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [2/2009] |
|
| Records and public register of representatives |
99C.—(1) The Authority must keep in such form as it thinks fit records of the following information of each appointed representative, provisional representative and temporary representative:| (a) | his or her name; | | (b) | the name of his or her current principal and every past principal, if any; | | (c) | the current and past types of regulated activities performed by him or her, the types of capital markets products in respect of which he or she performed each regulated activity and the date of commencement and cessation (if any) of his or her performance of such activities; | | (d) | where the business of the principal for which he or she acts is carried on under a name or style other than the name of the principal, the name or style under which the business is carried on; | | (e) | disciplinary proceedings or other action taken by the Authority against him or her and published under section 322; | | (f) | such other information as may be prescribed. [2/2009; 4/2017] |
| (2) The information referred to in subsection (1) need only be kept for such period of time as the Authority considers appropriate. [2/2009] |
| (3) The Authority may reproduce the records referred to in subsection (1) or any part of them in a public register of representatives which must be published in such manner as it considers appropriate. [2/2009] |
|
99D.—(1) For the purposes of this Act, an appointed representative in respect of a type of regulated activity is an individual —| (a) | who satisfies such entry and examination requirements as the Authority may specify for that type of regulated activity, the fact of which has been notified to the Authority either in the document lodged under section 99H(1), or (if applicable) under section 99E(5) within the time prescribed under that provision; | | (b) | whose name is entered in the public register of representatives as an appointed representative; | | (c) | whose status as an appointed representative has not currently been revoked or suspended and who has not currently been prohibited by the Authority from carrying on business in that type of regulated activity; | | (d) | whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so; and | | (e) | whose principal —| (i) | is licensed to carry on business in that type of regulated activity; or | | (ii) | carries on business in that type of regulated activity in its capacity as a person exempted from the requirement to hold a capital markets services licence under section 99(1)(a), (b), (c) or (d). [2/2009] |
|
| (2) For the purpose of subsection (1)(a), the Authority must, by direction published in such manner as may be prescribed, specify the examination requirements for each type of regulated activity. [2/2009] |
| (3) The Authority may require the principal or individual to provide it with such information or documents as the Authority considers necessary in relation to the proposed appointment of the individual as an appointed representative, and the principal or individual (as the case may be) must comply with such a request. [2/2009] |
(4) An individual ceases to be an appointed representative in respect of any type of regulated activity on the date —| (a) | he or she ceases to be the principal’s representative or to carry out that type of regulated activity for that principal, the fact of which has been notified to the Authority under subsection (8); | | (b) | his or her principal ceases to carry on business in that type of regulated activity; | | (c) | the licence of his or her principal is revoked or lapses, or a section 101A prohibition order or an FSMA prohibition order is made against his or her principal prohibiting it from carrying out that type of regulated activity; [Act 18 of 2022 wef 31/07/2024] | | (d) | the individual dies; or | | (e) | of the occurrence of such other circumstances as the Authority may prescribe. [2/2009] |
|
| (5) An individual is not treated as an appointed representative during the period in which the licence of his or her principal is suspended. [2/2009] |
| (6) Nothing in subsection (4) or (5) prevents the individual from being treated as an appointed representative in respect of that type of regulated activity if he or she becomes a representative of a new principal in respect of that type of regulated activity and subsection (1) is complied with. [2/2009] |
(7) Subsections (4) and (5) do not operate so as to —| (a) | avoid or affect any agreement, transaction or arrangement relating to that type of regulated activity entered into by that individual, whether the agreement, transaction or arrangement was entered into before, on or after the cessation or date of suspension; or | | (b) | affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [2/2009] |
|
(8) A principal must, no later than the next business day after the day —| (a) | an individual ceases to be the principal’s representative; or | | (b) | an individual who is the principal’s representative ceases to carry on business in any type of regulated activity which the individual is appointed to carry on business in, |
| provide particulars of such cessation to the Authority, in the prescribed form and manner. |
[2/2009] |
|
| Provisional representative |
99E.—(1) For the purposes of this Act, a provisional representative in respect of a type of regulated activity is an individual —| (a) | who satisfies such entry requirements as the Authority may specify for that type of regulated activity; | | (b) | who intends to undergo an examination in order to satisfy the examination requirements specified by the Authority under section 99D(2) for that type of regulated activity, the fact of which has been notified to the Authority in the document lodged under section 99H(1); | | (c) | whose name is entered in the public register of representatives as a provisional representative; | | (d) | whose status as a provisional representative has not currently been revoked or suspended and who has not currently been prohibited by the Authority from carrying on business in that type of regulated activity; | | (e) | whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so; | | (f) | whose principal —| (i) | is licensed to carry on business in that type of regulated activity; or | | (ii) | carries on business in that type of regulated activity in its capacity as a person exempted from the requirement to hold a capital markets services licence under section 99(1)(a), (b), (c) or (d); |
| | (g) | who has not previously been appointed as a provisional representative by the Authority; and | | (h) | who is not, by virtue of any circumstances prescribed by the Authority, disqualified from acting as a provisional representative. [2/2009] |
| (2) An individual may only be a provisional representative in respect of any type of regulated activity for such period of time as the Authority may specify against his or her name in the public register of representatives. [2/2009] |
(3) A provisional representative in respect of any type of regulated activity immediately ceases to be one —| (a) | upon the expiry of the period of time specified by the Authority under subsection (2); | | (b) | if he or she fails to comply with any condition or restriction imposed on him or her under section 99N; | | (c) | upon his or her principal informing the Authority of the satisfaction of the examination requirements specified for that or any other type of regulated activity under subsection (5); or | | (d) | on the occurrence of such other circumstances as the Authority may prescribe. [2/2009] |
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(4) Section 99D(3) to (8) (other than section 99D(4)(e)) applies to a provisional representative —| (a) | as if the reference in section 99D(6) to section 99D(1) were a reference to subsection (1); and | | (b) | with such other modifications and adaptations as the differences between provisional representatives and appointed representatives require. [2/2009] |
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| (5) Where a provisional representative in respect of a type of regulated activity has satisfied the examination requirements specified for that type of regulated activity, his or her principal must inform the Authority of that fact in the prescribed form and manner and within the prescribed time. [2/2009] |
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99F.—(1) For the purposes of this Act, a temporary representative in respect of a type of regulated activity is an individual —| (a) | who satisfies such entry requirements as the Authority may specify for that type of regulated activity; | | (b) | whose name is entered in the public register of representatives as a temporary representative; | | (c) | whose status as a temporary representative has not currently been revoked or suspended and who has not currently been prohibited by the Authority from carrying on business in that type of regulated activity; | | (d) | whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so; | | (e) | whose principal —| (i) | is licensed to carry on business in that type of regulated activity; or | | (ii) | carries on business in that type of regulated activity in its capacity as a person exempted from the requirement to hold a capital markets services licence under section 99(1)(a), (b), (c) or (d); and |
| | (f) | who is not, by virtue of any circumstances prescribed by the Authority, disqualified from acting as a temporary representative. [2/2009] |
| (2) An individual may only be a temporary representative in respect of any type of regulated activity for such period of time as the Authority may specify against his or her name in the public register of representatives. [2/2009] |
(3) A temporary representative in respect of any type of regulated activity immediately ceases to be one —| (a) | upon the expiry of the period of time specified by the Authority under subsection (2); | | (b) | if he or she fails to comply with any condition or restriction imposed on him or her under section 99N; or | | (c) | on the occurrence of such other circumstances as the Authority may prescribe. [2/2009] |
|
(4) Section 99D(3) to (8) (other than section 99D(4)(e)) applies to a temporary representative —| (a) | as if the reference in section 99D(6) to section 99D(1) were a reference to subsection (1); and | | (b) | with such other modifications and adaptations as the differences between temporary representatives and appointed representatives require. [2/2009] |
|
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| 99G.—(1) Any person who contravenes section 99D(3), 99E(4) (in relation to the application of section 99D(3) to a provisional representative) or 99F(4) (in relation to the application of section 99D(3) to a temporary representative) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [2/2009] | (2) Any person who contravenes section 99D(8), 99E(4) (in relation to the application of section 99D(8) to a provisional representative), 99F(4) (in relation to the application of section 99D(8) to a temporary representative) or 99H(5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [2/2009] |
|
99H.—(1) A principal who desires to appoint an individual as an appointed, provisional or temporary representative in respect of any type of regulated activity must lodge the following documents with the Authority in such form and manner as the Authority may prescribe:| (a) | a notice of intent by the principal to appoint the individual as an appointed, provisional or temporary representative in respect of that type of regulated activity; | | (b) | a certificate by the principal that the individual is a fit and proper person to be an appointed, provisional or temporary representative in respect of that type of regulated activity; | | (c) | in the case of a provisional or temporary representative, an undertaking by the principal to undertake such responsibilities in relation to the representative as may be prescribed. [2/2009] |
(1A) Subsection (1) does not apply to a principal who desires to appoint, as an appointed representative in respect of any type of regulated activity, an individual who is a provisional representative in respect of that type of regulated activity, if —| (a) | that individual has satisfied the examination requirements specified for that type of regulated activity; and | | (b) | the principal has informed the Authority of that fact in the prescribed form and manner under section 99E(5). [34/2012] |
|
| (2) Subject to section 99M, the Authority must, upon receipt of the documents lodged in accordance with subsection (1), enter in the public register of representatives the name of the representative, whether he or she is an appointed, provisional or temporary representative, the type of regulated activity which he or she may carry on business in, and such other particulars as the Authority considers appropriate. [2/2009] |
| (3) The Authority may refuse to enter in the public register of representatives the particulars referred to in subsection (2) of the representative if the fee referred to in section 99K(1) or (4) (if applicable) is not paid. [2/2009] |
| (4) A principal who submits a certificate under subsection (1)(b) must keep, in such form and manner and for such period as the Authority may prescribe, copies of all information and documents which the principal relied on in giving the certificate. [2/2009] |
| (5) Where a change occurs in any particulars of the appointed, provisional or temporary representative in any document required to be provided to the Authority under subsection (1), the principal must, no later than 14 days after the occurrence of such change, provide particulars of such change to the Authority, in the prescribed form and manner. [2/2009] |
|
| 99I.—(1) The Authority may exempt any person or class of persons from any of the requirements of sections 99D to 99H. [2/2009] | (2) Such exemption is subject to such conditions or restrictions as the Authority may impose. [2/2009] |
|
| Representative to act for only one principal |
| 99J.—(1) Unless otherwise approved by the Authority in writing, no appointed representative, temporary representative or provisional representative may at any one time be a representative of more than one principal. [2/2009] | (2) Despite subsection (1), an appointed representative may be a representative of more than one principal if the principals are related corporations. [2/2009] |
| (3) The Authority may require an applicant for approval under subsection (1) to provide it with such information or documents as the Authority considers necessary in relation to the application. [2/2009] |
| (4) Any person who contravenes subsection (1) 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 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] |
|
| 99K.—(1) An individual must, by the prescribed time, pay to the Authority such fee as the Authority may prescribe for the lodgment of documents under section 99H by his or her principal in relation to his or her appointment as an appointed, provisional or temporary representative. [2/2009] | (2) An individual who is an appointed or provisional representative in respect of any type of regulated activity must, by the prescribed time each year, pay such annual fee as the Authority may prescribe in relation to the retention of his or her name, in the public register of representatives, as an appointed or provisional representative in respect of that type of regulated activity. [34/2012] |
| (3) An individual who is a temporary representative must, by the prescribed time, pay such fee as the Authority may prescribe in relation to the retention of his or her name in the public register of representatives as a temporary representative. [2/2009] |
| (4) A representative must pay such fee as the Authority may prescribe for any resubmission of a form or change in the particulars of a form lodged with the Authority in relation to his or her appointment as an appointed, provisional or temporary representative. [2/2009] |
| (5) Unless otherwise prescribed by the Authority, any fee paid to the Authority under this section is not to be refunded. [2/2009] |
| (6) Where the representative fails to pay the fee referred to in subsection (1), (2) or (3) by the date on which such fee is due, the Authority may impose a late payment fee of a prescribed amount for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [2/2009] |
| (7) The fees referred to in this section must be paid in the manner specified by the Authority. [2/2009] |
|
| Additional regulated activity |
| 99L.—(1) The principal of an appointed representative may at any time lodge a notice with the Authority of its intention to appoint the representative as an appointed representative in respect of a type of regulated activity in addition to that indicated against the representative’s name in the public register of representatives. [2/2009] | (2) The notification must be lodged in such form and manner as may be prescribed and must be accompanied by a certificate by the principal that the representative is a fit and proper person to be a representative in respect of the additional type of regulated activity. [2/2009] |
| (3) Subject to section 99M, the Authority must, upon receipt of the notification, enter in the public register of representatives the additional type of regulated activity as one which the representative may carry on business in as a representative. [2/2009] |
| (4) The Authority may, before entering in the public register of representatives the matter set out in subsection (3), require the principal or representative to provide it with such information or documents as the Authority considers necessary. [2/2009] |
| (5) A notification under subsection (1) must be accompanied by a non‑refundable prescribed fee which must be paid in the manner specified by the Authority. [2/2009] |
|
| Power of Authority to refuse entry or revoke or suspend status of appointed, provisional or temporary representative |
99M.—(1) Subject to regulations made under this Act, the Authority may refuse to enter the name and other particulars of an individual in the public register of representatives, refuse to enter an additional type of regulated activity for an appointed representative in that register, or revoke the status of an individual as an appointed, provisional or temporary representative if —| (a) | being an appointed, provisional or temporary representative, he or she fails or ceases to act as a representative in respect of all of the types of regulated activities that were notified to the Authority as activities which he or she is appointed to carry on business in as a representative; | | (b) | he or she or his or her principal has not provided the Authority with such information or documents as the Authority may require; | | (c) | he or she is an undischarged bankrupt, whether in Singapore or elsewhere; | | (d) | an enforcement order against him or her in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] | | (e) | he or she has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; | | (f) | he or she —| (i) | has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or | | (ii) | has been convicted of an offence under this Act; |
| | (g) | in the case of the proposed appointment of an appointed, provisional or temporary representative in respect of a type of regulated activity, or of an application to enter an additional type of regulated activity for an appointed representative in the register —| (i) | the Authority is not satisfied as to his or her educational or other qualification or experience having regard to the nature of the duties he or she is to perform in relation to that type of regulated activity; | | (ii) | he or she or his or her principal fails to satisfy the Authority that he or she is a fit and proper person to be an appointed, provisional or temporary representative or to carry on business in that type of regulated activity; | | (iii) | the Authority is not satisfied as to his or her record of past performance or expertise having regard to the nature of the duties which he or she is to perform in relation to that type of regulated activity; | | (iv) | the Authority has reason to believe that he or she will not carry on business in that type of regulated activity efficiently, honestly or fairly; |
| | (h) | in the case of the revocation of the status of an individual as an appointed, provisional or temporary representative —| (i) | he or she or his or her principal fails to satisfy the Authority, pursuant to a requirement imposed by the Authority as a condition for him or her to be an appointed, provisional or temporary representative, under section 99N or by regulations (as the case may be), that he or she remains a fit and proper person to be an appointed, provisional or temporary representative or to carry on business in the type of regulated activity for which he or she is appointed; | | (ii) | the Authority is not satisfied with —| (A) | his or her educational or other qualification or experience (being qualification or experience not known to the Authority at the time his or her name and particulars are entered in the public register of representatives); or | | (B) | his or her record of past performance or expertise, |
| having regard to the nature of his or her duties as an appointed, provisional or temporary representative; |
| | (iii) | the Authority has reason to believe that he or she will not carry, or has not carried, on business in the type of regulated activity for which he or she is appointed efficiently, honestly or fairly; or | | (iv) | the Authority has reason to believe that he or she has not acted in the best interests of the subscribers or customers of his or her principal; |
| | (i) | the Authority has reason to believe that he or she may not be able to act in the best interests of the subscribers or customers of his or her principal, having regard to his or her reputation, character, financial integrity and reliability; | | (j) | the Authority is not satisfied as to his or her financial standing; | | (k) | there are other circumstances which are likely to lead to the improper conduct of business by, or reflect discredit on the manner of conducting the business of, the individual or any person employed by or associated with him or her for the purpose of his or her business; | | (l) | the individual is in arrears of the payment of such contributions on his or her own behalf to the Central Provident Fund as are required under the Central Provident Fund Act 1953; | | (m) | the Authority is of the opinion that it would be contrary to the interests of the public to enter the individual’s name in the public register of representatives or allow him or her to continue carrying on business as an appointed, provisional or temporary representative or to carry on business in that additional type of regulated activity, as the case may be; | | (n) | the Authority has reason to believe that any information or document that is provided by him or her or his or her principal to the Authority is false or misleading; | | (o) | he or she has contravened any provision of this Act applicable to him or her, any condition or restriction imposed on him under this Act or any direction issued to him or her by the Authority under this Act; | | (oa) | it appears to the Authority that he or she has failed to satisfy any of his or her obligations under or arising from —| (i) | this Act; or | | (ii) | any written direction issued by the Authority under this Act; |
| | (p) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against him or her; [Act 18 of 2022 wef 31/07/2024] | | (q) | the licence of his or her principal is revoked; | | (r) | the individual fails to pay any fee referred to in section 99K; | | (s) | in the case of the proposed appointment of a temporary representative in respect of a type of regulated activity —| (i) | he or she is not licensed, authorised or otherwise regulated as a representative in relation to a comparable type of regulated activity in a foreign jurisdiction; | | (ii) | the Authority is not satisfied that the laws and practices of the jurisdiction under which the individual is so licensed, authorised or regulated provide protection to investors comparable to that applicable to an appointed representative under this Act; or | | (iii) | the period of his or her proposed appointment, together with the period of any past appointment (or part thereof) that falls within a prescribed period before the date of expiry of his or her proposed appointment, exceeds the permitted period prescribed by the Authority; or |
| | (t) | in the case of the proposed appointment of a provisional representative in respect of a type of regulated activity —| (i) | he or she is not or was not previously licensed, authorised or otherwise regulated as a representative in relation to a comparable type of regulated activity in a foreign jurisdiction for such minimum period as may be prescribed for this sub‑paragraph; | | (ii) | he or she was previously so licensed, authorised or regulated in a foreign jurisdiction but the period between the date of his or her ceasing to be so licensed, authorised or regulated and the date of his or her proposed appointment as a provisional representative exceeds such period as may be prescribed for this sub‑paragraph; or | | (iii) | the Authority is not satisfied that the laws and practices of the jurisdiction under which the individual is or was so licensed, authorised or regulated provide protection to investors comparable to that applicable to an appointed representative under this Act. [2/2009; 34/2012] |
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(2) The Authority may, if it considers it desirable to do so —| (a) | instead of revoking the status of an individual as an appointed, provisional or temporary representative, suspend that status for such period as the Authority may determine; and | | (b) | at any time —| (i) | extend the period of suspension; or | | (ii) | revoke the suspension. [2/2009] |
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|
| (3) An individual whose status as an appointed, provisional or temporary representative has been revoked is deemed not to be an appointed, provisional or temporary representative, as the case may be. [2/2009] |
| (4) Where the status of an individual as an appointed, provisional or temporary representative has been suspended, he or she is deemed not to be an appointed, provisional or temporary representative (as the case may be) during the period of suspension. [2/2009] |
(5) Where the Authority has revoked the status of an individual as an appointed, provisional or temporary representative, the Authority must —| (a) | indicate against his or her name in the public register of representatives that fact, which indication must remain in the register for such period as the Authority considers appropriate; or | | (b) | remove his or her name from the register. [2/2009] |
|
| (6) Where the Authority has suspended the status of an individual as an appointed, provisional or temporary representative, the Authority must indicate against his or her name in the public register of representatives that fact and the period of the suspension. [2/2009] |
| (7) Where the Authority has extended or revoked a suspension of the status of an individual as an appointed, provisional or temporary representative, it must indicate against his or her name in the public register of representatives the new expiry date of the suspension, or indicate that he or she is no longer suspended, as the case may be. [2/2009] |
(8) The Authority must not take any action under subsection (1) or (2)(a) on the ground referred to in subsection (1)(n), if —| (a) | in a case where the information or document was furnished by the individual to the Authority, the individual proves that he or she had —| (i) | made all inquiries (if any) that were reasonable in the circumstances; and | | (ii) | after doing so, believed on reasonable grounds that the information or document was not false or misleading; or |
| | (b) | in a case where the information or document was provided by the principal to the Authority and —| (i) | such information or document was provided to the principal by the individual, the individual proves that he or she had —| (A) | made all inquiries (if any) that were reasonable in the circumstances; and | | (B) | after doing so, believed on reasonable grounds that the information or document was not false or misleading; or |
| | (ii) | such information or document was not provided to the principal by the individual, the principal proves that the principal had —| (A) | made all inquiries (if any) that were reasonable in the circumstances; and | | (B) | after doing so, believed on reasonable grounds that the information or document was not false or misleading. [2/2009] |
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| (9) Subject to subsection (10), the Authority must not take any action under subsection (1) or (2)(a) or (b)(i) without giving the individual an opportunity to be heard. [2/2009] |
(10) The Authority may take action under subsection (1) or (2)(a) or (b)(i) on any of the following grounds without giving the individual an opportunity to be heard:| (a) | he or she is an undischarged bankrupt, whether in Singapore or elsewhere; | | (b) | he or she has been convicted, whether in Singapore or elsewhere, of an offence —| (i) | involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of 3 months or more; |
| | (c) | a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the individual; [Act 18 of 2022 wef 31/07/2024] | | (d) | the ground referred to in subsection (1)(s)(i) or (iii) or (t)(i) or (ii). [2/2009] |
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(11) Any revocation or suspension by the Authority does not operate so as to —| (a) | avoid or affect any agreement, transaction or arrangement relating to any regulated activity entered into by such individual, whether the agreement, transaction or arrangement was entered into before, on or after the revocation or suspension, as the case may be; or | | (b) | affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [2/2009] |
|
|
| Power of Authority to impose conditions or restrictions |
| 99N.—(1) The Authority may, by written notice to an appointed, provisional or temporary representative, impose such conditions or restrictions as it thinks fit on him or her. [2/2009] | (2) Without limiting subsection (1), the Authority may, in entering the appointed, provisional or temporary representative’s name in the public register of representatives, impose conditions or restrictions with respect to the type of regulated activity which he or she may or may not carry on business in. [2/2009] |
| (3) The Authority may, at any time by written notice to the appointed, provisional or temporary representative, vary any condition or restriction or impose such further condition or restriction as it thinks fit. [2/2009] |
| (4) Any person who contravenes any condition or restriction imposed by the Authority under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] |
|
| False statements in relation to notification of appointed, provisional or temporary representative |
99O.—(1) Any principal who, in connection with the lodgment of any document under section 99H —| (a) | makes a statement which is false or misleading in a material particular; or | | (b) | omits to state any matter or thing without which the document is misleading in a material respect, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
[2/2009] (2) Any individual who, in connection with the lodgment by his or her principal of any document under section 99H —| (a) | makes a statement to his or her principal which is false or misleading in a material particular, being a statement subsequently lodged with the Authority; or | | (b) | omits to state any matter or thing to his or her principal as a result of which the document is misleading in a material respect, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
[2/2009] |
(3) Any person who, when required to provide any document or information to the Authority under section 99D(3), 99E(4) (in relation to the application of section 99D(3) to a provisional representative) or 99F(4) (in relation to the application of section 99D(3) to a temporary representative) —| (a) | makes a statement to the Authority which is false or misleading in a material particular; or | | (b) | omits to state any matter or thing to the Authority without which the document or information is misleading in a material respect, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
[2/2009] |
(4) A person referred to in subsection (1), (2) or (3) shall not be guilty of an offence if the person proves that the person —| (a) | made all inquiries (if any) that were reasonable in the circumstances; and | | (b) | after doing so, believed on reasonable grounds that the statement made or the omission to state the matter or thing (as the case may be) was not false or misleading. [2/2009] |
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99P. Any person who is aggrieved by —| (a) | the refusal of the Authority under section 99M(1) to enter his or her name and other particulars in the public register of representatives, or to enter an additional type of regulated activity for him or her in that register; or | | (b) | the revocation or suspension of his or her status as an appointed, provisional or temporary representative under section 99M(1) or (2)(a), |
| may, within 30 days after he or she is notified of the decision of the Authority, appeal to the Minister whose decision is final. |
[2/2009] |
| Power of Authority to make regulations |
| 100.—(1) Without affecting section 341, the Authority may make regulations relating to the grant of a capital markets services licence, the proposed appointment of an individual as an appointed, provisional or temporary representative, the entering of his or her name or an additional type of regulated activity in the public register of representatives, and the revocation or suspension of his or her status as an appointed, provisional or temporary representative, and requirements applicable to the holder of a capital markets services licence, an exempt person, a representative or a class of such persons. [2/2009] (2) Regulations made under this section may provide —| (a) | that a contravention of any specified provision thereof shall be an offence; and | | (b) | for penalties not exceeding a fine of $100,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction. |
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| Power of Authority to issue written directions |
| 101.—(1) The Authority may, if it thinks it necessary or expedient in the interests of the public or a section of the public or for the protection of investors, issue written directions, either of a general or specific nature, to any holder of a capital markets services licence, exempt person, representative, or class of such persons, to comply with such requirements as the Authority may specify in the written directions. [2/2009; 34/2012] (2) Without limiting subsection (1), any written direction may be issued with respect to —| (a) | the standards to be maintained by the person concerned in the conduct of and in respect of the risk management of the person’s business; | | (b) | the type and frequency of submission of financial returns and other information to be submitted to the Authority; and | | (c) | the qualifications, experience and training of representatives, |
| and the person to whom such direction is issued must comply with the direction. |
[4/2017] |
(2A) The Authority may, if it thinks it necessary or expedient in the interests of the public or a section of the public or for the protection of investors, issue written directions, either of a general or specific nature, in relation to the conduct of any additional business by any holder of a capital markets services licence, or class of such licence holders, to any of the following:| (a) | a holder of a capital markets services licence or a class of such licence holders; | | (b) | an additional business representative of a holder of a capital markets services licence or a class of such additional business representatives. |
[Act 12 of 2024 wef 30/08/2024] |
(2B) In issuing any direction under subsection (2A), the Authority must have regard to the need to avoid or reduce any risk (including any credit risk, asset risk, liquidity risk, market risk, operational risk, technology risk, market conduct risk, legal risk, reputational risk or regulatory risk) —| (a) | that has arisen or may arise from the conduct of the additional business by the licence holder or class of licence holders; and | | (b) | that may affect the business in a regulated activity of the licence holder or class of licence holders. |
[Act 12 of 2024 wef 30/08/2024] |
(2C) Without limiting subsection (2A), any written direction may be issued with respect to —| (a) | the standards to be maintained by a holder of a capital markets services licence in the conduct of, and in respect of the risk management of, any additional business; | | (b) | the manner, method and place of soliciting any additional business by a holder of a capital markets services licence and its additional business representatives, and the conduct of such solicitation; | | (c) | the manner in which a holder of a capital markets services licence and its additional business representatives makes recommendations to customers in respect of any additional business and the duties of the holder and its representatives when making such recommendations; | | (d) | the manner in which a holder of a capital markets services licence deals with its customers in respect of any additional business of the holder, and any conflicts of interests between the holder and its customers in respect of any additional business of the holder; | | (e) | the type and frequency of submission of financial returns and other information to the Authority in respect of any additional business carried on by a holder of a capital markets services licence; | | (f) | the qualifications, experience and training of additional business representatives of a holder of a capital markets services licence in respect of any additional business; and | | (g) | the maximum amount of capital or financial resources that may be maintained by a holder of a capital markets services licence in respect of any additional business (expressed as an absolute amount or as a percentage of an amount (determined by the Authority) required to address risks arising from the activities of the holder), and the manner in which such amount is to be determined. |
[Act 12 of 2024 wef 30/08/2024] |
(2D) In this section —“additional business” means a business in —| (a) | dealing in additional financial products; or | | (b) | providing custodial services in relation to additional financial products; |
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“additional business representative”, in relation to a holder of a capital markets services licence —| (a) | means a person, by whatever name called, in the direct employment of, or acting for or by arrangement with the holder, who carries out for the holder any additional business (other than work ordinarily performed by accountants, clerks or cashiers), whether or not the person is remunerated, and whether the person’s remuneration (if any) is by way of salary, wages, commission or otherwise; and | | (b) | includes, where the holder is a corporation, any officer of the holder who performs for the holder any additional business, whether or not the officer is remunerated, and whether the officer’s remuneration (if any) is by way of salary, wages, commission or otherwise; |
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“additional financial product” means —| (a) | any contract or arrangement that is not traded on an organised market that is established or operated by an approved exchange, under which —| (i) | a party to the contract or arrangement is required to, or may be required to, discharge all or any of its obligations under the contract or arrangement at some future time; and | | (ii) | the value of the contract or arrangement is determined (whether directly or indirectly, or whether wholly or in part) by reference to, is derived from, or varies by reference to, either of the following:| (A) | the value or amount of one or more payment tokens; | | (B) | fluctuations in the values or amounts of one or more payment tokens; |
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| | (b) | any spot foreign exchange contract for a purpose other than leveraged foreign exchange trading; or | | (c) | any other product prescribed by the Authority; |
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“dealing in additional financial products” means doing any of the following (whether as principal or agent):| (a) | making with any person, or offering to make with any person, any agreement for or with a view to acquiring, disposing of, entering into, effecting, arranging, subscribing for, or underwriting those additional financial products; | | (b) | inducing any person, or attempting to induce any person, to enter into such agreement; | | (c) | inducing any person, or attempting to induce any person, to offer to enter into such agreement; |
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“payment token” means any digital representation of value —| (a) | that is expressed as a unit; | | (b) | the value of which is determined in any way, other than being permanently fixed by the issuer of the digital representation of value at the time when the digital representation of value is issued to either a single currency or 2 or more currencies; | | (c) | that is, or is intended to be, a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt; and | | (d) | that can be transferred, stored or traded electronically; |
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“providing custodial services”, in relation to additional financial products, means providing or agreeing to provide a service to a person of taking possession or control of those products under an arrangement to carry out any of the following functions for the person:| (a) | settlement of transactions relating to the additional financial products; | | (b) | collecting or distributing dividends or other pecuniary benefits derived from ownership or possession of the additional financial products; | | (c) | paying tax or other costs associated with the additional financial products; | | (d) | exercising rights, including without limitation voting rights, attached to or derived from the additional financial products; | | (e) | any other function necessary or incidental to the safeguarding or administration of the additional financial products, |
| (f) | the provision of services to a related corporation or connected person of the service provider, except where the additional financial products in respect of which such services are provided are —| (i) | held on trust for another person by the related corporation or connected person; | | (ii) | held as a result of any custodial services provided by the related corporation or connected person to another person; or | | (iii) | beneficially owned by any person other than the related corporation or connected person; and |
| | (g) | any other conduct that the Authority may, by order, prescribe. |
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[Act 12 of 2024 wef 30/08/2024] |
| (3) Any person who contravenes any of the directions issued under subsection (1) or (2A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine of $5,000 for every day or part of a day during which the offence continues after conviction. [Act 12 of 2024 wef 30/08/2024] |
| (4) It is not necessary to publish any direction issued under subsection (1) or (2A) in the Gazette. [34/2012] [Act 12 of 2024 wef 30/08/2024] |
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| 101A. [Repealed by Act 18 of 2022 wef 31/07/2024] |
| 101B. [Repealed by Act 18 of 2022 wef 31/07/2024] |
| 101C. [Repealed by Act 18 of 2022 wef 31/07/2024] |
| 101D. [Repealed by Act 18 of 2022 wef 31/07/2024] |
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