PART 2 | LICENSING OF TRUST COMPANIES |
| Restriction on carrying on trust business |
3.—(1) Subject to subsection (3), a person must not carry on any trust business or hold himself, herself or itself out as carrying on any trust business in or from within Singapore unless that person is a licensed trust company.| (2) A licensed trust company must not, without the prior approval of the Authority, establish a place of business outside Singapore to carry on any business which, if carried on in Singapore, would constitute trust business. |
| (3) Subsection (1) does not apply to any person specified in the Second Schedule. |
| (4) Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $75,000 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 $7,500 for every day or part of a day during which the offence continues after conviction. |
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| Application for trust business licence |
4.—(1) An application for a trust business licence must —| (a) | be made to the Authority in such form and manner as the Authority may require; and | | (b) | be accompanied by the prescribed application fee, which is non‑refundable and which must be paid in the manner specified by the Authority. |
| (2) The Authority may require an applicant to provide it with such information or documents as it considers necessary in relation to the application. |
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| Grant of trust business licence |
5.—(1) The Authority must not grant a trust business licence to an applicant therefor unless the applicant is —| (a) | a company incorporated under the Companies Act 1967; or | | (b) | a foreign company registered under Division 2 of Part 11 of the Companies Act 1967. |
| (2) A trust business licence may only be granted if the applicant meets such minimum financial and other requirements as the Authority may prescribe. |
(3) Subject to regulations made under this Act, where an application is made for the grant of a trust business licence, the Authority may refuse the application if —| (a) | the applicant has not provided the Authority with such information or document as the Authority may require in relation to —| (i) | the applicant or any person employed by or associated with the applicant for the purposes of its trust business; or | | (ii) | any circumstances likely to affect the manner in which the applicant conducts its trust business; |
| | (b) | any information or document that is provided by the applicant to the Authority is false or misleading; | | (c) | the applicant or its substantial shareholder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (d) | 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] | | (e) | 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 applicant or its substantial shareholder; | | (f) | 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; | | (g) | the applicant or its substantial shareholder, or any officer of the applicant —| (i) | 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 applicant, substantial shareholder or officer had acted fraudulently or dishonestly; or | | (ii) | has been convicted of an offence under this Act; |
| | (h) | 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 if the applicant were granted the trust business licence; | | (i) | 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; | | (j) | the Authority has reason to believe that the applicant may not be able to act in the best interests of any protected party having regard to the reputation, character, financial integrity and reliability of the applicant or its officers, employees or substantial shareholders; | | (k) | 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 trust business is to be conducted; | | (l) | the Authority is not satisfied as to the record of past performance or expertise of the applicant, having regard to the nature of the trust business which the applicant may carry on if granted the trust business licence; | | (m) | there are other circumstances which are likely —| (i) | to lead to the improper conduct of the applicant’s trust business by the applicant or any of its officers, employees or substantial shareholders; or | | (ii) | to reflect discredit on the manner in which the applicant or its substantial shareholders conduct its trust business; |
| | (n) | the Authority has reason to believe that the applicant, or any of its officers or employees, will not efficiently, honestly or fairly perform any of the activities or provide any of the services for which the applicant seeks to be licensed; or | | (o) | the Authority is of the opinion that it would be contrary to the interests of the public to grant the trust business licence to the applicant. |
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(4) The Authority must not refuse an application for a trust business licence without giving the applicant an opportunity to be heard, except in the following circumstances:| (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, 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 applicant; or | | (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. |
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6.—(1) Every licensed trust company must pay to the Authority such licence fee as may be prescribed.(2) Any licence fee paid to the Authority under this Act is not to be refunded or remitted if —| (a) | the licence is revoked or suspended or lapses during the period to which the licence fee relates; or | | (b) | the licensed trust company ceases to carry on trust business during the period to which the licence fee relates. |
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| (3) Despite subsection (2), the Authority may, where it considers appropriate, refund or remit the whole or part of any licence fee paid to it. |
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| Power of Authority to impose conditions or restrictions |
7.—(1) The Authority may grant a trust business licence subject to such conditions or restrictions as it thinks fit.| (2) The Authority may, at any time, by written notice to a licensed trust company, vary or revoke any condition or restriction or attach such further condition or restriction as it thinks fit. |
| (3) Any licensed trust company which contravenes any condition or restriction attached to its trust business licence shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
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| False statements in relation to application for grant of licence |
8. Any person who, in connection with an application for a trust business licence and without reasonable excuse —| (a) | makes any statement which is false or misleading in a material particular; or | | (b) | 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 or to imprisonment for a term not exceeding 12 months or to both. |
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| Notification of change of particulars |
9.—(1) Where —| (a) | a licensed trust company ceases to carry on any trust business; | | (b) | any person has ceased to be a resident manager or a controller of a licensed trust company; | | (c) | any civil or criminal proceedings have been instituted against a licensed trust company or any officer of the licensed trust company; | | (d) | any change occurs in the name of a licensed trust company or the address of the principal place of business at which the licensed trust company carries on its trust business; | | (e) | a licensed trust company has ceased to fulfil the minimum financial or other requirements prescribed by the Authority; or | | (f) | any change occurs in relation to any other matters that may be prescribed, |
| the licensed trust company 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) Where a licensed trust company ceases to carry on any trust business, it must, within 14 days of the date of the cessation of its trust business, surrender to the Authority the trust business licence that has been granted to it. |
| (3) Any licensed trust company which contravenes subsection (1) or (2) shall be guilty of an offence. |
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| Lapsing, revocation and suspension of licence |
10.—(1) The trust business licence of a licensed trust company lapses —| (a) | if the licensed trust company 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) The Authority may revoke or suspend the trust business licence of a licensed trust company in respect to all or any of the trust business services that are provided by the licensed trust company if —| (a) | there exists a ground on which the Authority may refuse an application under section 5(3); | | (b) | the licensed trust company fails or ceases to carry on any trust business; | | (c) | the Authority has reason to believe that the licensed trust company, or any of its officers or employees, has not performed its, his or her duties efficiently, honestly or fairly; | | (d) | the licensed trust company has contravened or is contravening —| (i) | any condition or restriction attached to its trust business licence; | | (ii) | any direction issued to it by the Authority under this Act; or | | (iii) | any provision of this Act; |
| | (e) | upon the Authority exercising any power under section 21C(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 licensed trust company, the Authority considers that it is in the public interest to revoke or suspend the trust business licence; [Act 18 of 2022 wef 10/05/2024] | | (f) | any information or document that is provided by the licensed trust company to the Authority is false or misleading; or | | (g) | the interests of the public or of the protected parties of the licensed trust company are in any way prejudiced. [10/2013; 31/2017] |
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(3) The Authority must not revoke or suspend the trust business licence of a licensed trust company under subsection (2) without giving the licensed trust company an opportunity to be heard, except in any of the following circumstances:| (a) | the licensed trust company is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the licensed trust company; | | (c) | the licensed trust company 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. |
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| Restriction on cessation of business or surrender of licence |
11.—(1) A licensed trust company must not, without the sanction of the court and for so long as any trust in respect of which the licensed trust company is a trustee remains in whole or in part unadministered —| (a) | cease to carry on its trust business; or | | (b) | surrender its trust business licence to the Authority. |
| (2) Any licensed trust company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. |
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| General provisions as to winding up |
| 12.—(1) The persons who may apply under the Insolvency, Restructuring and Dissolution Act 2018 for the winding up of the affairs of a licensed trust company, or for the continuance of the winding up of the affairs of a licensed trust company subject to the supervision of the court, include the Authority. [40/2018] | (2) The Authority may, in accordance with the provisions of the Insolvency, Restructuring and Dissolution Act 2018, apply for the winding up of a licensed trust company if the licensed trust company has contravened any provision of this Act. [40/2018] |
| (3) The Authority is to be a party to any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of a licensed trust company. [40/2018] |
| (4) The liquidator in any winding up mentioned in subsection (3) must give to the Authority such information as the Authority may, from time to time, require about the affairs of the licensed trust company. |
| (5) Any liquidator who contravenes subsection (4) shall be guilty of an offence. |
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| Approval of resident manager and director of licensed trust company |
13.—(1) A licensed trust company must not appoint a person as —| (a) | its resident manager; or | | (b) | its director where, upon appointment, the person —| (i) | resides or is to reside in Singapore, whether or not he or she is directly responsible for its business in Singapore or any part of such business; or | | (ii) | is directly responsible for its business in Singapore or any part of such business, whether he or she resides in Singapore or elsewhere, |
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| unless it has obtained the approval of the Authority. |
| (2) Where a licensed trust company has obtained the approval of the Authority to appoint a person as its resident manager or director under subsection (1), the person may be re‑appointed as resident manager or director (as the case may be) of the licensed trust company immediately upon the expiry of the earlier term without the approval of the Authority. |
| (3) 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 requirements as may be prescribed or as may be specified in written directions. |
(4) The Authority must not refuse an application for approval under subsection (1) without giving the licensed trust company an opportunity to be heard, except where the person proposed to be appointed —| (a) | is an undischarged bankrupt, whether in Singapore or elsewhere; or | | (b) | 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. |
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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) Any licensed trust company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
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| Removal of officer of licensed trust company |
14.—(1) Where the Authority is satisfied that an officer of a licensed trust company —| (a) | has wilfully contravened or wilfully caused the licensed trust company to contravene this Act; | | (b) | has, without reasonable excuse, failed to enforce compliance with this Act; | | (c) | has failed to discharge the duties or functions of the officer’s office; | | (d) | is an undischarged bankrupt, whether in Singapore or elsewhere; | | (e) | has had an enforcement order against the officer 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 the officer’s creditors, being a compromise or scheme of arrangement that is still in operation; or | | (g) | has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the officer had acted fraudulently or dishonestly, |
| the Authority may, if it thinks it necessary in the interest of the public or of the protected parties of the licensed trust company, by written notice direct that licensed trust company to remove the officer from office or employment, and that licensed trust company must comply with the notice despite the provisions of section 152 of the Companies Act 1967. |
| (2) Without affecting any other matter that the Authority may consider relevant, the Authority must, in determining whether an officer of a licensed trust company has failed to discharge the duties or functions of his or her office for the purposes of subsection (1)(c), have regard to such criteria as may be prescribed or as may be specified in written directions. |
(3) The Authority must not direct a licensed trust company to remove an officer from office or employment under subsection (1) without giving that licensed trust company an opportunity to be heard, except in the following circumstances:| (a) | the officer is an undischarged bankrupt, whether in Singapore or elsewhere; | | (b) | the officer 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 officer had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of 3 months or more. |
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| (4) Where the Authority directs a licensed trust company to remove an officer from office or employment under subsection (1), the Authority need not give that officer an opportunity to be heard. |
(5) No civil or criminal liability is incurred by —| (a) | a licensed trust company; or | | (b) | any person acting on behalf of the licensed trust company, |
| in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section. |
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| (6) Any licensed trust company which fails to comply with a notice issued by the Authority under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. |
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15.—(1) Subject to subsection (9), the following persons are exempt from the requirement to hold a trust business licence in respect of the carrying on of trust business:| (a) | any bank licensed under the Banking Act 1970 in respect of —| (i) | the provision of services in relation to the creation of an express trust; | | (ii) | the arrangement for any person to act as trustee in relation to an express trust; or | | (iii) | the provision of trust administration services which are procedural and non‑discretionary; |
| | (b) | any merchant bank licensed under the Banking Act 1970 in respect of —| (i) | the provision of services in relation to the creation of an express trust; | | (ii) | the arrangement for any person to act as trustee in relation to an express trust; or | | (iii) | the provision of trust administration services which are procedural and non-discretionary; |
| | (c) | any holder of a capital markets services licence, or any person who is exempt from holding a capital markets services licence, for providing fund management or custodial services under the Securities and Futures Act 2001, in respect of the provision of fund management or custodial services; | | (d) | any other person or class of persons that may be prescribed; | | (e) | any other person not falling within the description of paragraphs (a) to (d) whom the Authority may, on the application of the person, by written notice so exempt. [4/2017; 1/2020] |
(2) Any bank providing any trust business service referred to in subsection (1)(a)(i) or (ii) must —| (a) | within 3 months from 1 February 2006 or one month from the date of commencement of its trust business, whichever is the later, notify the Authority in writing that it is providing such service; and | | (b) | as soon as practicable, notify the Authority if it ceases to provide such service, but in any case no later than 14 days from the date of cessation. |
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(3) Any merchant bank providing any trust business service referred to in subsection (1)(b)(i) or (ii) must —| (a) | within 3 months from 1 February 2006 or one month from the date of commencement of its trust business, whichever is the later, notify the Authority in writing that it is providing such service; and | | (b) | as soon as practicable, notify the Authority if it ceases to provide such service, but in any case no later than 14 days from the date of cessation. |
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| (4) The Authority may prescribe the provisions of this Act that apply to persons referred to in subsection (1)(a), (b) and (c). |
| (5) The Authority may prescribe or specify in written directions the provisions of this Act that apply to persons mentioned in subsection (1)(d) and (e). |
| (6) The Authority may prescribe or specify in written directions such conditions or restrictions as it thinks fit to impose on an exempt person in relation to the conduct of trust business or any related matter as the Authority thinks fit and the exempt person must comply with such conditions or restrictions. |
| (7) The Authority may at any time vary, rescind or revoke any written direction issued under subsection (5) or (6). |
(8) Any exempt person who contravenes —| (a) | subsection (2) or (3); | | (b) | any applicable provision of this Act as prescribed under subsection (4) or (5) in relation to the exempt person; or | | (c) | any condition or restriction imposed under subsection (6), |
| shall be guilty of an offence and shall be liable on conviction — |
| (d) | in the case of a contravention of any applicable provision of this Act, to the same penalties as are prescribed under this Act for any such contravention; and | | (e) | in the case of a contravention of subsection (2) or (3) or a contravention of any condition or restriction imposed under subsection (6), 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. |
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(9) The Authority may revoke an exemption conferred on any person by this section if —| (a) | the person contravenes any applicable provision of this Act or any condition or restriction imposed on that person under subsection (6); | | (b) | the person contravenes any written direction issued to it by the Authority; or | | (c) | the Authority considers that the person is carrying on trust business in a manner that is, in the opinion of the Authority, contrary to the public interest. |
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| (10) Where the Authority revokes an exemption conferred on any person by this section, the Authority need not give the person an opportunity to be heard. |
(11) The revocation under subsection (9) of the exemption conferred on any person by this section does not operate so as to —| (a) | avoid or affect any agreement, transaction or arrangement relating to any trust business entered into by the person, whether the agreement, transaction or arrangement was entered into before or after the revocation of the exemption; or | | (b) | affect any right, obligation or liability arising under any such agreement, transaction or arrangement. |
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| (12) Any person who is aggrieved by a decision of the Authority made under subsection (9) may, within 30 days after being notified of the decision of the Authority, appeal to the Minister whose decision is final. |
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