PART 9 | DIGITAL TOKEN SERVICE PROVIDERS |
| Interpretation of this Part |
136.—(1) In this Part, unless the context otherwise requires —“5% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —| (a) | has an interest in at least 5%, but less than 12%, of the shares in the corporation; or | | (b) | is in a position to control at least 5%, but less than 12%, of the votes in the corporation; |
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“12% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —| (a) | has an interest in at least 12%, but less than 20%, of the shares in the corporation; or | | (b) | is in a position to control at least 12%, but less than 20%, of the votes in the corporation; |
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“20% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —| (a) | has an interest in at least 20% of the shares in the corporation; or | | (b) | is in a position to control at least 20% of the votes in the corporation; |
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| “arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied; |
| “book” includes any record, register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; |
| “capital markets products” has the meaning given by section 2(1) of the Securities and Futures Act 2001; |
“chief executive officer”, in relation to a corporation, means a person, by whatever name called, who —| (a) | is in the direct employment of, or acting for or by arrangement with, the corporation; and | | (b) | is principally responsible for the management and conduct of the business of the corporation; |
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| “company” has the meaning given by section 4(1) of the Companies Act 1967; |
| “digital payment token” has the meaning given by section 2(1) of the Payment Services Act 2019; |
| “digital payment token service” has the meaning given by section 2(1) of the Payment Services Act 2019; |
“digital token” means —| (a) | a digital payment token; or | | (b) | a digital representation of a capital markets product which —| (i) | can be transferred, stored or traded electronically; and | | (ii) | satisfies such other characteristics as the Authority may prescribe, |
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| but does not include an excluded digital token; |
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| “digital token service” has the meaning given by Part 1 of the First Schedule, but excludes any service that is specified in Part 2 of that Schedule; |
| “digital token service provider” means any person that provides a digital token service; |
| “digital token service user” means any person that uses a digital token service; |
| “director” has the meaning given by section 4(1) of the Companies Act 1967; |
| “e-money” has the meaning given by section 2(1) of the Payment Services Act 2019; |
| “employee”, in relation to an employer, includes an individual seconded or temporarily transferred to the employer from another employer; |
| “entity” means any body corporate or unincorporate, whether incorporated, formed or established in or outside Singapore; |
| “excluded digital token” means a digital token that is prescribed by the Authority as an excluded digital token; |
| “executive director” means a director who is concurrently an executive officer; |
“executive officer”, in relation to a corporation, means any individual, by whatever name called, who —| (a) | is in the direct employment of, or acting for or by arrangement with, the corporation; and | | (b) | is concerned with or takes part in the management of the corporation on a day‑to‑day basis; |
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| “financial 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 or any other MAS scheduled Act; |
“indirect controller”, in relation to a corporation (being a licensee) —| (a) | means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in the corporation —| (i) | in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed or under an obligation, whether formal or informal, to act; or | | (ii) | that is in a position to determine the policy of the corporation; but |
| | (b) | excludes any person —| (i) | who is a director or other officer of the corporation and whose appointment has been approved by the Authority; or | | (ii) | in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity; |
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| “licence” means a licence granted under section 138; |
| “licensee” means a digital token service provider the licence of which is in force; |
| “limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005; |
| “money” includes e-money but excludes any digital payment token and any excluded digital token; |
| “partner”, in relation to a limited liability partnership, has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005; |
| “permanent place of business”, in relation to a person, means each fixed location in Singapore used by the person, for carrying on the person’s business, regardless whether the business is carried on within a single building or at a single business address; |
| “place of business”, in relation to a licensee, means any location (including a kiosk that can be moved from one location to another) in Singapore used by the licensee, for carrying on its business; |
| “registered office” means a registered office maintained under section 142(1) or 370(1) of the Companies Act 1967; |
| “regulated financial institution” means a person that carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, could be regulated or authorised by the Authority; |
| “share” has the meaning given by section 4(1) of the Companies Act 1967 and includes an interest in a share; |
| “VCC” or variable capital company has the meaning given by section 2(1) of the Variable Capital Companies Act 2018. |
(2) In this Part, unless the context otherwise requires —| (a) | a person has an interest in a share if —| (i) | the person has or is treated as having an interest in that share under section 7(1A), (1B), (2), (6) and (7) to (10) of the Companies Act 1967; or | | (ii) | the person has any legal or equitable interest in that share, except an interest that is to be disregarded under section 7(9) of the Companies Act 1967; |
| | (b) | a reference to the control of a percentage of the votes in a corporation (being a licensee) is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the corporation; and | | (c) | a person (A) is an associate of another person (B) if —| (i) | A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter, or a brother or sister, of B; | | (ii) | A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; | | (iii) | A is a person that is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; | | (iv) | A is a subsidiary of B; | | (v) | A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control 20% or more of the votes in A; or | | (vi) | A is a person with whom B has an agreement or arrangement (whether oral or in writing and whether express or implied) to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the corporation (being a licensee) mentioned in the definition of “5% controller”, “12% controller” or “20% controller”. |
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(3) For the purposes of section 137(2) and (4), the provision of a digital token service is incidental to any other business carried on by a person, if the digital token service —| (a) | is carried on, offered or provided by that person to support that other business; and | | (b) | is provided by that person in connection with the carrying on of that other business. |
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| Division 2 — Licensing of digital token service providers |
| Subdivision (1) — Licensing of digital token service providers |
| Licensing of digital token service providers |
137.—(1) Except as provided for in subsection (5), an individual or a partnership must not from a place of business in Singapore carry on a business of providing any type of digital token service outside Singapore unless the individual or the partnership has in force a licence.(2) For the purposes of subsection (1), where a person provides any type of digital token service while the person carries on any business (called in this subsection the primary business) from a place of business in Singapore —| (a) | the person is presumed to carry on a secondary business of providing that type of digital token service from a place of business in Singapore, regardless whether the provision of that type of digital token service is related or incidental to the primary business; and | | (b) | the presumption in paragraph (a) is not rebutted by proof that the provision of that type of digital token service is related or incidental, or is both related and incidental, to the primary business. |
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| (3) Except as provided for in subsection (5), a Singapore corporation must not carry on a business, whether from Singapore or elsewhere, of providing any type of digital token service outside Singapore unless the Singapore corporation has in force a licence. |
(4) For the purposes of subsection (3), where a person provides any type of digital token service while the person carries on any business (called in this subsection the primary business) —| (a) | the person is presumed to carry on a secondary business of providing that type of digital token service regardless whether the provision of that type of digital token service is related or incidental to the primary business; and | | (b) | the presumption in paragraph (a) is not rebutted by proof that the provision of that type of digital token service is related or incidental, or is both related and incidental, to the primary business. |
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(5) Subsections (1) and (3) do not apply to a person who carries on a business of providing a digital token service —| (a) | unless otherwise provided for in regulations made under section 192 —| (i) | that is —| (A) | required to be licensed, approved or recognised under the Securities and Futures Act 2001; or | | (B) | exempted from licensing, approval or recognition under the Securities and Futures Act 2001, |
| in respect of the carrying on of a business in a capital markets product regulated activity; |
| | (ii) | that is —| (A) | required to be licensed under the Financial Advisers Act 2001; or | | (B) | exempted from licensing under the Financial Advisers Act 2001, |
| in respect of the carrying on of a business of providing a financial advisory service; or |
| | (iii) | that is —| (A) | required to be licensed under the Payment Services Act 2019; or | | (B) | exempted from licensing under the Payment Services Act 2019, |
| in respect of the carrying on of a business of providing any digital payment token service; |
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| | (b) | that is specified in the Second Schedule; or | | (c) | that belongs to a prescribed class of persons. |
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(6) A person that contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
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(7) In this section —“capital markets product regulated activity” means any of the following activities:| (a) | any regulated activity; | | (b) | establishing or operating an organised market; |
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| “financial advisory service” has the meaning given by section 2(1) of the Financial Advisers Act 2001; |
| “organised market” has the meaning given by Part 1 of the First Schedule to the Securities and Futures Act 2001; |
| “regulated activity” has the meaning given by section 2(1) of the Securities and Futures Act 2001; |
| “Singapore corporation” means a body corporate formed or incorporated in Singapore and includes a limited liability partnership. |
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138.—(1) An application for a licence must be made to the Authority in the form and manner required by the Authority.(2) Upon receiving an application under subsection (1), the Authority may —| (a) | grant a licence to the applicant, with or without conditions; or | | (b) | refuse to grant a licence. |
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(3) Where an applicant has applied for a licence, the Authority must not grant the licence to the applicant unless —| (a) | the applicant has a permanent place of business in Singapore; | | (b) | in the case of an applicant that is a corporation, an executive director of the applicant —| (i) | is resident in Singapore; or | | (ii) | if the applicant satisfies such conditions as may be prescribed — belongs to a prescribed class of persons; |
| | (c) | in the case of an applicant that is a partnership, a partner of the applicant —| (i) | is resident in Singapore; or | | (ii) | if the applicant satisfies such conditions as may be prescribed — belongs to a prescribed class of persons; |
| | (d) | in the case of an applicant that is a limited liability partnership — a partner or manager of the applicant —| (i) | is resident in Singapore; or | | (ii) | if the applicant satisfies such conditions as may be prescribed — belongs to a prescribed class of persons; |
| | (e) | the applicant satisfies such financial requirements as may be prescribed; | | (f) | the Authority —| (i) | is satisfied that the applicant is a fit and proper person under the Guidelines on Fit and Proper Criteria; | | (ii) | is satisfied as to the financial condition of the applicant; | | (iii) | is satisfied that the public interest will be served by the granting of the licence; and | | (iv) | is satisfied that the applicant meets such other criteria for the grant of the licence as the Authority considers relevant; |
| | (g) | the applicant satisfies such operational requirements as the Authority may specify; and | | (h) | the application is accompanied by —| (i) | such information or documents as the Authority may require; and | | (ii) | a non-refundable application fee of a prescribed amount that is payable in such manner as the Authority may specify. |
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| (4) The Authority may at any time add to, vary or revoke any of the conditions of a licence imposed under subsection (2)(a) or this subsection. |
| (5) The Authority must not refuse an application under subsection (1) without giving the applicant an opportunity to be heard. |
(6) Every licensee must, while its licence is in force, satisfy —| (a) | such financial requirements as may be prescribed or specified by the Authority by written notice; and | | (b) | such operational requirements and other requirements as the Authority may specify by written notice. |
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| (7) A licensee that fails to comply with any requirement mentioned in subsection (6) must immediately notify the Authority of the failure. |
(8) Where a licensee fails to comply with any requirement under subsection (6) —| (a) | the Authority may, by written notice to that licensee, do either or both of the following:| (i) | restrict or suspend the operations of that licensee; | | (ii) | give such directions to that licensee as the Authority considers appropriate; and |
| | (b) | that licensee must comply with that notice. |
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| (9) A licensee that, without reasonable cause, contravenes subsection (6), or fails to comply with any condition imposed by the Authority under subsection (2)(a) or (4), 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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139.—(1) A person must not hold himself, herself or itself out as a licensee, unless the person has in force a licence.| (2) An individual or a partnership must not hold himself, herself or itself (as the case may be) out as carrying on from a place in Singapore a business of providing any type of digital token service outside of Singapore, unless the individual or partnership is a licensee or exempt from section 137(1) under section 189. |
| (3) A Singapore corporation must not hold itself out as carrying on a business of providing digital token service outside of Singapore, unless it is a licensee or exempt from section 137(3) under section 189. |
| (4) Subsections (2) and (3) do not apply to any person mentioned in section 137(5). |
(5) A person that contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
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| (6) For the purposes of subsection (3), “Singapore corporation” has the meaning given by section 137(7). |
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140.—(1) A licensee must pay to the Authority a prescribed annual fee in such manner as the Authority may specify by written notice.| (2) The Authority may, where the Authority considers it to be appropriate in a particular case, waive, refund or remit the whole or any part of any annual fee paid or payable to the Authority. |
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| Lapsing, surrender, revocation or suspension of licence |
141.—(1) A licence lapses —| (a) | in the case of a licensee that is an entity, if the licensee is wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | in the case of a licensee that is an individual, if the licensee dies, becomes mentally incapacitated or is adjudicated a bankrupt; or | | (c) | upon the occurrence of such other event as may be prescribed. |
(2) The Authority may revoke a licence if —| (a) | it appears to the Authority that any of the following persons is not a fit and proper person under the Guidelines on Fit and Proper Criteria:| (i) | the licensee; | | (ii) | any officer or employee of the licensee; | | (iii) | where the licensee is a partnership — any partner of that partnership; | | (iv) | where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership; | | (v) | where the licensee is a corporation — any 5% controller, 12% controller, 20% controller or indirect controller of the licensee; |
| | (b) | it appears to the Authority that either of the following is not satisfactory:| (i) | the financial standing of the licensee; | | (ii) | the manner in which the licensee’s business is being conducted; |
| | (c) | the licensee has contravened, or continues to contravene, any provision of this Act, or has failed, or continues to fail, to comply with any condition or restriction imposed by the Authority under this Act; | | (d) | the licensee has failed, or continues to fail, to comply with any written notice issued by the Authority under this Act; | | (e) | it appears to the Authority that the licensee has failed, or continues to fail, to comply with any of the licensee’s obligations under or arising from —| (i) | this Part; or | | (ii) | any written notice issued by the Authority under this Act; |
| | (f) | the licensee has provided to the Authority any information or document required under this Act that is false or misleading in a material particular; | | (g) | it appears to the Authority that any of the following persons has not performed that person’s duties under this Act honestly or fairly:| (i) | the licensee; | | (ii) | any officer or employee of the licensee; | | (iii) | where the licensee is a partnership — any partner of that partnership; | | (iv) | where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership; |
| | (h) | it appears to the Authority that it would be contrary to the public interest for the licensee to continue its operations; | | (i) | the licensee fails to pay the annual fee mentioned in section 140(1); | | (j) | the licensee fails or ceases to carry on a business of providing any type of digital token service; | | (k) | in the case of a licensee that is a corporation —| (i) | the licensee fails or ceases to have an executive director who —| (A) | is resident in Singapore; or | | (B) | belongs to the prescribed class of persons mentioned in section 138(3)(b)(ii); or |
| | (ii) | if any executive director of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(b)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(b)(ii); |
| | (l) | in the case of a licensee that is a partnership —| (i) | the licensee fails or ceases to have a partner who —| (A) | is resident in Singapore; or | | (B) | belongs to the prescribed class of persons mentioned in section 138(3)(c)(ii); or |
| | (ii) | if any partner of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(c)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(c)(ii); or |
| | (m) | in the case of a licensee that is a limited liability partnership — | (i) | the licensee fails or ceases to have a partner or manager who —| (A) | is resident in Singapore; or | | (B) | belongs to the prescribed class of persons mentioned in section 138(3)(d)(ii); or |
| | (ii) | if any partner or manager of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(d)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(d)(ii). |
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(3) The Authority may, if the Authority considers it desirable to do so —| (a) | suspend the licence of a licensee for a specified period, instead of revoking the licence under subsection (2); and | | (b) | at any time —| (i) | extend the suspension for a specified period; or | | (ii) | cancel the suspension. |
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| (4) Except as provided in subsection (5), the Authority must not revoke a licence under subsection (2) or suspend a licence under subsection (3), without giving the licensee an opportunity to be heard. |
(5) The Authority may revoke or suspend a licence of a licensee, without giving the licensee an opportunity to be heard, in any of the following circumstances:| (a) | in the case of a licensee that is an entity — the licensee is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | | (b) | a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the licensee; | | (c) | any of the following persons has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty, or of an offence the conviction for which involves a finding that the person convicted had acted fraudulently or dishonestly, whether the applicable offence is committed before, on or after the date of commencement of this paragraph:| (i) | the licensee; | | (ii) | in the case of a licensee that is a corporation — any director, 5% controller, 12% controller, 20% controller or indirect controller of the licensee; | | (iii) | in the case of a licensee that is a partnership — any partner of that partnership; and | | (iv) | in the case of a licensee that is a limited liability partnership — any partner or manager of that limited liability partnership. |
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| (6) A licensee whose licence has lapsed, or is revoked or suspended, must cease to carry on the business of providing any type of digital token service from the date the licence lapses, or the revocation or suspension takes effect, as the case may be. |
| (7) Despite the lapsing or revocation of a licence granted to a person, unless the Authority otherwise directs, sections 145, 158, 169, 170 and 171, continue to apply in relation to the person in respect of matters that occurred before the lapsing or revocation of the licence. |
| (8) A person that contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (9) A licensee may surrender the licensee’s licence by submitting to the Authority a written notice of surrender, in such form as may be specified by the Authority by written notice. |
(10) Any surrender, lapsing, revocation or suspension of a person’s licence —| (a) | does not avoid or affect any agreement, transaction or arrangement relating to the person’s business of providing any digital token service that is entered into by the person, whether the agreement, transaction or arrangement was entered into before or after the surrender, lapsing, revocation, or suspension (as the case may be) of the licence; and | | (b) | does not affect any right, obligation or liability arising under any such agreement, transaction or arrangement. |
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142. Any person that is aggrieved —| (a) | by the refusal of the Authority to grant a licence to the person; or | | (b) | by the revocation or suspension of the person’s licence by the Authority, |
| may, within 30 days after having been informed by the Authority of the refusal, revocation or suspension, appeal in writing to the Minister, whose decision is final. |
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| Subdivision (2) — Conduct of business |
| Place of business of licensee |
143.—(1) A licensee must not carry on a business of providing any type of digital token service unless the licensee has a permanent place of business.| (2) A licensee must appoint at least one person to be present, on such days and at such hours as the Authority may specify by written notice, at the licensee’s permanent place of business to respond to any queries related to anti‑money laundering or countering the financing of terrorism, or complaints from any digital token service user that uses any digital token service provided by the licensee or is a customer of the licensee. |
| (3) A licensee must keep, or cause to be kept, at the licensee’s permanent place of business, books of all the licensee’s transactions in relation to any digital token service provided by the licensee. |
(4) A licensee must notify the Authority of any change in the address of any of the following places within 7 days after the date of that change:| (a) | the licensee’s permanent place of business or registered office; | | (b) | every other place of business of the licensee. |
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| (5) A licensee that contravenes subsection (1), (2) or (3) 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. |
| (6) A licensee that contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000. |
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| Obligation of licensee to notify Authority of certain events |
144.—(1) A licensee must notify the Authority of the occurrence of any of the following events as soon as practicable after that occurrence:| (a) | any civil or criminal proceeding instituted against the licensee, whether in Singapore or elsewhere; | | (b) | any event (including an irregularity in the operations of the licensee) that materially impedes or impairs the operations of the licensee; | | (c) | the licensee being or becoming, or being likely to become, insolvent or unable to meet any of the licensee’s financial, statutory, contractual or other obligations; | | (d) | any disciplinary action taken against the licensee by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; | | (e) | any significant change to the regulatory requirements imposed on the licensee by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; | | (f) | any other event that the Authority may prescribe or specify by written notice. |
| (2) A licensee must notify the Authority of the occurrence of any other event that the Authority may prescribe or specify by written notice within 14 days after the date of that occurrence. |
| (3) A person that contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000. |
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| Obligation of licensee to provide information to Authority |
145.—(1) Subject to subsection (4), the Authority may, by written notice, require any licensee, or any person acting on behalf of a licensee, to provide to the Authority, within such period as the Authority may specify in the notice, all such information relating to the licensee’s business of providing any digital token service as the Authority may specify in the notice.(2) Without limiting subsection (1), the Authority may, in the notice under that subsection, require any person mentioned in that subsection to provide —| (a) | information relating to any of the following matters:| (i) | the operations of the licensee; | | (ii) | the pricing of, or any other form of consideration for, any digital token service offered or provided by the licensee; and |
| | (b) | such other information as the Authority may require for the purposes of this Part. |
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(3) Subject to subsection (4) —| (a) | a requirement imposed by the Authority under this section has effect despite any obligation as to secrecy or other restrictions upon the disclosure of information imposed by any rule of law or contract; and | | (b) | a person that complies with a requirement imposed by the Authority under this section is not to be treated as being in breach of any restriction on the disclosure of the information imposed by any rule of law or contract. |
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| (4) Nothing in this section requires a person to disclose any information subject to legal privilege. |
(5) A person that fails to comply with a notice under subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $12,500 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $1,250 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. |
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| Obligation of licensee to submit periodic reports |
146.—(1) A licensee must submit to the Authority such reports or returns relating to the licensee’s business in such form, manner and frequency as the Authority may specify by written notice.| (2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
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| Prohibition from carrying on certain businesses |
147.—(1) A licensee must not carry on a business of granting any credit facility to any individual in Singapore.| (2) A licensee that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
(3) In this section, “credit facility” means —| (a) | any advance, loan or other facility that is granted by a licensee to a customer who is an individual, and that gives the customer access to any funds or financial guarantee provided by the licensee; or | | (b) | any other liability that is incurred by a licensee on behalf of a customer who is an individual. |
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| Subdivision (3) — Control of controllers of licensees |
| Application and interpretation of this Subdivision |
148.—(1) This Subdivision applies to —| (a) | every individual, whether or not resident in Singapore and whether or not a citizen of Singapore; and | | (b) | every entity. |
| (2) In this Subdivision, unless the context otherwise requires, a reference to a licensee is a reference to a licensee incorporated in Singapore. |
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| Control of shareholding in licensee |
149.—(1) A person must not become a 20% controller of a licensee without first applying for and obtaining the approval of the Authority under subsection (2).(2) The Authority may approve an application made by any person under subsection (1) if the Authority is satisfied that —| (a) | having regard to the likely influence of the person, the licensee will or will continue to conduct its business prudently and comply with the provisions of this Act and any other written law administered by the Authority; | | (b) | the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a 20% controller of the licensee; and | | (c) | it is in the public interest to do so. |
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(3) An approval under subsection (2) may be granted to any person subject to such conditions as the Authority may impose, including but not limited to —| (a) | any condition restricting the person’s disposal or further acquisition of shares or voting power in the licensee; and | | (b) | any condition restricting the person’s exercise of voting power in the licensee. |
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| (4) The Authority may at any time add to, vary or revoke any condition that is imposed under subsection (3) or this subsection. |
| (5) Any condition imposed under subsection (3) or (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the licensee. |
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| Objection to existing control of licensee |
150.—(1) The Authority may serve a written notice of objection on any person that is, or is required to obtain or has obtained the Authority’s approval under section 149(2) to become, a 20% controller of a licensee, if the Authority is satisfied that —| (a) | any condition for approval under section 149(2) imposed on the person under section 149(3) or (4) has not been complied with; | | (b) | it is not, or is no longer, in the public interest to allow the person to continue to be a 20% controller of the licensee; | | (c) | the person has provided any false or misleading information or document in connection with an application under section 149(1); | | (d) | the person is no longer a fit and proper person under the Guidelines on Fit and Proper Criteria; | | (e) | having regard to the likely influence of the person, the licensee is no longer likely to conduct its business prudently or to comply with the provisions of this Part; or | | (f) | the Authority would not have been satisfied as to any of the matters specified in section 149(2) had the Authority been aware, at that time, of circumstances relevant to the person’s application under section 149(1). |
(2) Before serving a written notice of objection under subsection (1), the Authority must, unless the Authority decides that it is not practicable or desirable to do so —| (a) | notify the person of the Authority’s intention to serve the written notice of objection; and | | (b) | specify a date by which the person may make written representations with regard to the proposed written notice of objection. |
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| (3) The Authority must consider any written representations that the Authority receives before the date mentioned in subsection (2)(b), for the purpose of determining whether to issue a written notice of objection. |
(4) The Authority must, in any written notice of objection, specify a reasonable period within which the person that has been served the written notice of objection must —| (a) | cease to be a 20% controller of the licensee; or | | (b) | comply with such direction as the Authority may make under section 151. |
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| (5) A person that has been served a written notice of objection must comply with that notice. |
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| Power of Authority to issue directions for this Subdivision |
151.—(1) If the Authority is satisfied that a person has contravened section 149(1) or has failed to comply with any condition imposed under section 149(3) or (4), or if the Authority has served a written notice of objection under section 150, the Authority may, by written notice —| (a) | direct the transfer or disposal of all or any of the shares in the licensee held by the person or any of the person’s associates (called in this section the specified shares) within such time or subject to such conditions as the Authority considers appropriate; | | (b) | restrict the transfer or disposal of all or any of the specified shares; or | | (c) | make such other direction as the Authority considers appropriate. |
(2) Where the Authority has issued any direction under subsection (1)(a) or imposed any restriction under subsection (1)(b), until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is removed, as the case may be —| (a) | no voting rights may be exercised in respect of the specified shares, unless the Authority expressly permits such rights to be exercised; | | (b) | no shares of the licensee may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer; and | | (c) | except in a liquidation of the licensee, no payment may be made by the licensee of any amount (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment. |
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| (3) Subsection (2) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the licensee. |
| (4) Any issue or offer of shares in contravention of subsection (2)(b) is void, and a person to whom a direction has been issued under subsection (1)(a) or on whom a restriction has been imposed under subsection (1)(b) must immediately return those shares to the licensee, upon which the licensee must return to the person any payment received from the person in respect of those shares. |
| (5) Any payment made by a licensee in contravention of subsection (2)(c) is void, and a person to whom a direction has been issued under subsection (1)(a) or on whom a restriction has been imposed under subsection (1)(b) must immediately return the payment the person has received to the licensee. |
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| Power of Authority to obtain information relating to this Subdivision |
152.—(1) The Authority may, by written notice, direct a licensee to obtain from any of its shareholders, and to provide to the Authority, any information relating to the shareholder that the Authority may require for either or both of the following purposes:| (a) | ascertaining or investigating into the control of shareholding or voting power in the licensee; | | (b) | exercising any power or function under section 149, 150, 151, 153 or 189. |
(2) Without limiting subsection (1), the notice in that subsection may require the licensee to obtain and provide the following information:| (a) | whether the shareholder has an interest in any share in the licensee as beneficial owner or as trustee; | | (b) | if the shareholder holds the interest in the share as trustee, to indicate as far as that shareholder is able to —| (i) | the person for whom that shareholder holds the interest (either by name or by other particulars sufficient to enable that person to be identified); and | | (ii) | the nature of that person’s interest. |
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(3) The Authority may, by written notice, require any shareholder (X) of a licensee, or any person (Y) that appears from information provided to the Authority under subsection (1) or this subsection to have an interest in any share in the licensee, to provide to the Authority any information relating to X or Y (as the case may be) that the Authority may require for either or both of the following purposes:| (a) | ascertaining or investigating into the control of shareholding or voting power in the licensee; | | (b) | exercising any power or function under section 149, 150, 151, 153 or 189. |
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(4) Without limiting subsection (3), the notice in that subsection may require X or Y to provide the following information:| (a) | whether X or Y holds the interest as beneficial owner or as trustee; | | (b) | if X or Y holds the interest as trustee, to indicate as far as X or Y can —| (i) | the person (Z) for whom X or Y holds the interest (either by name or by other particulars sufficient to enable Z to be identified); and | | (ii) | the nature of Z’s interest; |
| | (c) | whether any share or any voting right attached to the share is the subject of an agreement or arrangement described in section 136(2)(c)(vi), and if so, to give particulars of the agreement or arrangement and the parties to it. |
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| Offences, penalties and defences |
153.—(1) A person that —| (a) | contravenes section 149(1) or 150(5) or does any act in contravention of section 151(2); | | (b) | fails to comply with —| (i) | any written notice issued under section 151(1) or 152(1) or (3); or | | (ii) | any condition imposed under section 149(3) or (4); or |
| | (c) | in purported compliance with a written notice issued under section 152(1) or (3), knowingly or recklessly provides any information or document that is false or misleading in a material particular, |
| shall be guilty of an offence. |
(2) A person convicted of an offence under subsection (1) shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or | | (b) | in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. |
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(3) Where a person is charged with an offence in respect of a contravention of section 149(1), it is a defence for the person to prove that —| (a) | the person was not aware that the person had contravened section 149(1), as the case may be; | | (b) | within 14 days after becoming aware of the contravention, the person notified the Authority of the contravention; and | | (c) | within such reasonable time as may be determined by the Authority, the person took such action in relation to the person’s shareholding or control of the voting power in the licensee as the Authority may direct. |
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(4) Where a person is charged with an offence in respect of a contravention of section 149(1), it is also a defence for the person to prove that, even though the person was aware of the contravention —| (a) | the contravention occurred as a result of an increase in the shareholding as described in section 136(2)(a) of, or in the voting power controlled by, any of the person’s associates described in section 136(2)(c)(i); | | (b) | the person had no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate —| (i) | with respect to the acquisition, holding or disposal of shares or other interests in the licensee; or | | (ii) | under which the person and that associate act together in exercising their voting power in relation to the licensee; |
| | (c) | within 14 days after the date of the contravention, the person notified the Authority of the contravention; and | | (d) | within such reasonable time as may be determined by the Authority, the person took such action in relation to the person’s shareholding or control of the voting power in the licensee as the Authority may direct. |
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| (5) Except as provided in subsections (3) and (4), it is not a defence for a person charged with an offence in respect of a contravention of section 149(1) to prove that the person did not intend to, or did not knowingly, contravene that provision. |
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| 154. Any person that is aggrieved by a decision of the Authority under section 149, 150 or 151 may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final. |
| Subdivision (4) — Control of officers of licensees |
| Approval of chief executive officer, director, partner or manager of licensee |
155.—(1) Subject to subsections (4) and (5) —| (a) | an individual may not be appointed as a chief executive officer or as a director of a licensee that is a corporation; | | (b) | an individual may not be appointed as manager, or become a partner, of a licensee that is a limited liability partnership; and | | (c) | an individual may not become a partner in a licensee that is a partnership, |
| without the approval of the Authority upon an application made by the licensee concerned. |
| (2) An application under subsection (1) must be made in the form and manner prescribed. |
(3) Without affecting any other matter that the Authority may consider relevant, the Authority may —| (a) | in determining whether to grant its approval under paragraph (b), have regard to such criteria as the Authority may specify by written notice to the licensee; and | | (b) | approve or refuse the application. |
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| (4) Where a licensee that is a corporation has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the licensee’s chief executive officer or director, the individual may, without the approval of the Authority, be re‑appointed as chief executive officer or director (as the case may be) of the licensee immediately upon the expiry of the individual’s term of appointment. |
| (5) Where a licensee that is a limited liability partnership has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the licensee’s manager, the individual may, without the approval of the Authority, be re‑appointed as manager of the licensee immediately upon the expiry of the individual’s term of appointment. |
| (6) Subject to subsection (7), the Authority must not refuse a licensee’s application under subsection (1) without giving the licensee an opportunity to be heard. |
(7) The Authority may refuse an application under subsection (1) for the Authority’s approval under subsection (3)(b) of an individual without giving the licensee an opportunity to be heard, in any of the following circumstances:| (a) | the individual has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph:| (i) | an offence involving fraud or dishonesty; | | (ii) | an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; | | (iii) | an offence that is specified in the Third Schedule to the Registration of Criminals Act 1949; |
| | (b) | the individual is an undischarged bankrupt, whether in Singapore or elsewhere; | | (c) | the individual has had an enforcement order against the individual in respect of a judgment debt returned unsatisfied in whole or in part; | | (d) | the individual has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; | | (e) | the individual has in force against the individual a prohibition order; | | (f) | the individual has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | that is being or has been wound up by a court; or | | (ii) | the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory. |
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| (8) Where the Authority refuses an application under subsection (1) for the Authority’s approval under subsection (3)(b), the Authority need not give the individual who was proposed to be appointed an opportunity to be heard. |
| (9) A licensee that, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. |
(10) In this section — “prohibition order” means —| (a) | a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act; | | (b) | a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act, and as continued by section 217(2) of this Act; | | (c) | an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act; | | (d) | an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act, and as continued by section 218(2) of this Act; | | (e) | a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act; | | (f) | a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act, and as continued by section 220(3) of this Act; or | | (g) | a prohibition order made under section 7(1) of this Act. |
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| Removal of chief executive officer, director, partner or manager |
156.—(1) Despite the provisions of any other written law, where the Authority is satisfied that an individual who is a chief executive officer, director, partner or manager of a licensee is not a fit and proper person under the Guidelines on Fit and Proper Criteria to act as such chief executive officer, director, partner or manager, the Authority may, by written notice, direct the licensee to remove the individual, within such period as the Authority may specify in the notice —| (a) | from employment with the licensee; | | (b) | as chief executive officer or director of the licensee; or | | (c) | as partner or manager of the licensee. |
| (2) For the purposes of subsection (1), the Authority may (without affecting the generality of that provision) be satisfied that an individual who is a chief executive officer, director, partner or manager of a licensee is not a fit and proper person under the Guidelines on Fit and Proper Criteria to act as such if the individual fails to discharge such duties relating to the individual’s office or employment as chief executive officer, director, partner or manager (as the case may be) as may be prescribed. |
(3) Without affecting any other matter that the Authority may consider relevant, in assessing whether to direct the licensee to remove an individual under subsection (1), the Authority may consider whether the individual —| (a) | has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph:| (i) | an offence involving fraud or dishonesty; | | (ii) | an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; | | (iii) | an offence that is specified in the Third Schedule to the Registration of Criminals Act 1949; |
| | (b) | is an undischarged bankrupt, whether in Singapore or elsewhere; | | (c) | has had an enforcement order against the individual in respect of a judgment debt returned unsatisfied in whole or in part; | | (d) | has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; | | (e) | has in force against the individual a prohibition order; | | (f) | has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —| (i) | that is being or has been wound up by a court; or | | (ii) | the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory; |
| | (g) | has wilfully contravened, or wilfully caused the licensee to contravene, any provision of this Act; | | (h) | has, without reasonable excuse, failed to secure the compliance of the licensee with this Act, the Monetary Authority of Singapore Act 1970 or any of the other written laws set out in the Schedule to the Monetary Authority of Singapore Act 1970; | | (i) | has failed to discharge any of the duties of the individual’s office or employment; or | | (j) | needs to be removed in the public interest. |
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| (4) Without prejudice to any other matter that the Authority may consider relevant, the Authority must, in determining whether an individual has failed to discharge the duties of the individual’s office or employment for the purposes of subsection (3)(i), have regard to such criteria as may be prescribed. |
| (5) Subject to subsection (6), before directing a licensee to remove an individual under subsection (1), the Authority must give both the licensee and the individual an opportunity to be heard. |
(6) The Authority may direct a licensee to remove an individual under subsection (1) on any of the following grounds without giving the licensee or the individual an opportunity to be heard:| (a) | the individual is an undischarged bankrupt, whether in Singapore or elsewhere; | | (b) | the individual has been convicted, whether in Singapore or elsewhere, of an offence, whether committed before, on or after the date of commencement of this paragraph —| (i) | involving fraud or dishonesty, or the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; and | | (ii) | punishable with imprisonment for a term of at least 3 months. |
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| (7) Without affecting the Authority’s power to impose conditions under section 138(2)(a) or (4), the Authority may at any time, by written notice to a licensee, impose or vary a condition requiring the licensee to notify the Authority of any change to any particulars (such as residence in Singapore or elsewhere, or nature of appointment) of its chief executive officer, director, partner or manager that may be specified in the notice. |
(8) A licensee that, without reasonable excuse —| (a) | fails to comply with a written notice under subsection (1); or | | (b) | contravenes any condition imposed under subsection (7), |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. |
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| (9) No civil or criminal liability is incurred by a licensee, or any person acting on behalf of the licensee, in respect of anything done (including any notification made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the licensee under this section. |
(10) In this section, “prohibition order” means —| (a) | a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act; | | (b) | a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act, and as continued by section 217(2) of this Act; | | (c) | an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act; | | (d) | an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act, and as continued by section 218(2) of this Act; | | (e) | a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act; | | (f) | a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act, and as continued by section 220(3) of this Act; or | | (g) | a prohibition order made under section 7(1) of this Act. |
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157.—(1) A licensee that is aggrieved by a decision of the Authority under section 155(3)(b) may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final.| (2) A licensee, or any chief executive officer, director, partner or manager of that licensee, that is aggrieved by a written notice of the Authority under section 156(1) may, within 30 days after receiving the notice, appeal in writing to the Minister, whose decision is final. |
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| Subdivision (5) — Audit of licensees |
158.—(1) Despite the provisions of the Companies Act 1967, a licensee —| (a) | must, on an annual basis and at its own expense, appoint an auditor; and | | (b) | if for any reason its auditor ceases to be its auditor, must appoint another auditor as soon as practicable after such cessation. |
(2) The Authority may appoint an auditor for a licensee —| (a) | if the licensee fails to appoint an auditor; or | | (b) | if the Authority considers it desirable that another auditor should act with the auditor appointed under subsection (1). |
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| (3) The Authority may at any time fix the remuneration to be paid by a licensee to an auditor appointed by the Authority under subsection (2) for the licensee. |
(4) The duties of an auditor appointed under subsection (1) or (2) are as follows:| (a) | to carry out an audit of the transactions in relation to the digital token services provided by the licensee, in particular, in respect of the licensee’s observance of the provisions of this Act and any of the requirements imposed under any other written law administered by the Authority; | | (b) | to submit a report of such audit to the Authority in such form as may be prescribed and within such time as the Authority may allow. |
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(5) The Authority may, by written notice to an auditor, impose all or any of the following duties on the auditor in addition to those provided under subsection (4), and the auditor must carry out the duties so imposed:| (a) | a duty to submit such additional information in relation to the audit as the Authority considers necessary; | | (b) | a duty to enlarge or extend the scope of the audit of the licensee’s business and affairs; | | (c) | a duty to carry out any other examination, or establish any procedure, in relation to the audit in any particular case; | | (d) | a duty to submit a report on any of the matters mentioned in paragraphs (b) and (c). |
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(6) The licensee must remunerate the auditor in respect of —| (a) | any remuneration the Authority has fixed under subsection (3); and | | (b) | the discharge of all or any of the additional duties of the auditor imposed under subsection (5). |
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(7) Despite any other provision of this Part or the provisions of the Companies Act 1967, the Authority may, if the Authority is not satisfied with the performance of any duty by the auditor of a licensee, at any time direct the licensee to —| (a) | remove the auditor; and | | (b) | appoint another auditor. |
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| (8) A copy of any report under subsection (5)(d) must be submitted in writing to the Authority. |
(9) If an auditor, in the course of performing the auditor’s duties, is satisfied that any of the following matters has occurred, the auditor must immediately report that matter to the Authority:| (a) | there has been a serious breach or non‑observance of the provisions of this Act or any of the requirements imposed under any other written law administered by the Authority; | | (b) | a criminal offence involving fraud or dishonesty has been committed; | | (c) | in the case of a licensee that is a corporation, losses have been incurred that reduce the capital of the licensee by at least 50%; | | (d) | there is any irregularity that has or may have a material effect on the accounts of the licensee, including any irregularity that had caused a major disruption to the provision of any type of digital token service to the customers of the licensee; | | (e) | the auditor is unable to confirm that the claims of creditors of the licensee are still covered by the assets of the licensee. |
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(10) Where an auditor or employee of the auditor discloses in good faith to the Authority —| (a) | the auditor’s or employee’s knowledge or suspicion of any of the matters mentioned in subsection (9); or | | (b) | any information or other matter on which that knowledge or suspicion is based, |
| the disclosure is not a breach of any restriction upon the disclosure imposed by any law, contract or rules of professional conduct, and the auditor or employee is not liable for any loss arising out of the disclosure or any act or omission in consequence of the disclosure. |
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| (11) A licensee that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
| (12) An auditor that contravenes subsection (5) or (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. |
(13) In this section —“capital”, in relation to a corporation, means the sum of —| (a) | all of the following items in the latest accounts of the corporation:| (i) | paid up ordinary share capital; | | (ii) | paid up irredeemable and non‑cumulative preference share capital; and |
| | (b) | any unappropriated profit or loss in the latest audited accounts of the corporation, |
| (c) | any interim loss in the latest accounts of the corporation; and | | (d) | any dividend that has been declared since the latest audited accounts of the corporation; |
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“irredeemable and non-cumulative preference share capital”, in relation to the capital of a corporation, means share capital consisting of preference shares that satisfy all of the following requirements:| (a) | the principal of each share of the corporation is perpetual; | | (b) | the shares of the corporation are not callable at the initiative of the corporation or the shareholders, and the principal of the shares cannot be repaid outside of liquidation of the corporation, except in the case of a repurchase or other manner of reduction of share capital that is initiated by the corporation and permitted under written law; | | (c) | the corporation has full discretion to cancel dividend payments, and —| (i) | the cancellation of dividend payments is not an event of default of the corporation under any agreement; | | (ii) | the corporation has full access to cancelled dividend payments to meet its obligations as they fall due; and | | (iii) | the cancellation of dividend payments does not result in any restriction being imposed on the corporation under any agreement, except in relation to dividend payments to ordinary shareholders of the corporation. |
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| Powers of auditor appointed by Authority |
159.—(1) An auditor appointed by the Authority under section 158(2) may, for the purpose of carrying out an examination or audit —| (a) | examine, on oath or affirmation, any officer or employee of the licensee or any other auditor of the licensee; | | (b) | require any officer or employee of the licensee, or any other auditor of the licensee, to produce any books held by or on behalf of the licensee relating to the licensee’s business; | | (c) | make copies of or take extracts from, or retain possession of, any books mentioned in paragraph (b) for such period as may be necessary to enable those books to be inspected; | | (d) | employ such persons as the auditor considers necessary to assist the auditor in carrying out the examination or audit; and | | (e) | authorise in writing any person employed by the auditor to do, in relation to the examination or audit, any act or thing that the auditor could do as an auditor under this subsection, other than the examination of a person on oath or affirmation. |
(2) An individual who, without reasonable excuse —| (a) | refuses or fails to answer any question put to the individual; or | | (b) | fails to comply with any request made to the individual, |
| by an auditor appointed under section 158(2) or a person authorised under subsection (1)(e), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $12,500 or to imprisonment for a term not exceeding 12 months or to both. |
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| Restriction on auditor’s and employee’s right to communicate certain matters |
160.—(1) Except as may be necessary for the carrying into effect of the provisions of this Part or so far as may be required for the purposes of any legal proceedings, whether civil or criminal —| (a) | an auditor appointed under section 158(1) or (2); or | | (b) | any employee of such auditor, |
| must not disclose any information that comes to the auditor’s or employee’s knowledge in the course of performing the auditor’s or employee’s duties, to any person other than the Authority or, in the case of an employee of such auditor, the auditor. |
(2) A person that contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of the auditor, to a fine not exceeding $25,000; or | | (b) | in the case of the employee, to a fine not exceeding $12,500. |
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| Offence to destroy, conceal, alter, etc., records |
161.—(1) An individual who, with intent to prevent, delay or obstruct the carrying out of any examination or audit under section 158 or 159 —| (a) | destroys, conceals or alters any book relating to the business of a licensee; or | | (b) | sends, or conspires with any other person to send, out of Singapore any book or asset of any description belonging to, in the possession of or under the control of the licensee, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
(2) If, in any proceedings for an offence under subsection (1), it is proved that the individual charged with the offence —| (a) | destroyed, concealed or altered any book mentioned in subsection (1)(a); or | | (b) | sent, or conspired to send, out of Singapore any book or asset mentioned in subsection (1)(b), |
| the onus of proving that, in so doing, the individual did not act with intent to prevent, delay or obstruct the carrying out of an examination or audit under section 158 or 159 lies on the individual. |
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| Falsification of records by officers, etc. |
162.—(1) An officer, auditor, employee or agent of a licensee who —| (a) | wilfully makes, or causes to be made, a false entry in any book, or in any report, slip, document or statement of the business, affairs, transactions, conditions or assets of the licensee; | | (b) | wilfully omits to make an entry in any book, or in any report, slip, document or statement of the business, affairs, transactions, conditions or assets of the licensee, or wilfully causes any such entry to be omitted; or | | (c) | wilfully alters, extracts, conceals or destroys an entry in any book, or in any report, slip, document or statement of the business, affairs, transactions, conditions or assets of the licensee, or wilfully causes any such entry to be altered, extracted, concealed or destroyed, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both. |
| (2) In this section, “officer” includes a person purporting to act in the capacity of an officer. |
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163. A person guilty of an offence under this Part for which no penalty is expressly provided shall be liable on conviction — | (a) | in the case of an individual, to a fine not exceeding $50,000; or | | (b) | in any other case, to a fine not exceeding $100,000. |
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| Division 4 — Miscellaneous |
| Power of court to make certain orders |
164.—(1) Where, on an application of the Authority, it appears to the court that a person —| (a) | has committed an offence under this Part; or | | (b) | is about to do an act that, if done, would be an offence under this Part, |
| the court may (without prejudice to any other order it may make) make one or more of the orders under subsection (2). |
(2) The orders mentioned in subsection (1) are —| (a) | in the case of a persistent or continuing contravention of a provision of this Part, an order restraining a person from —| (i) | carrying on a business of providing digital token services; or | | (ii) | holding himself, herself or itself out as a licensee; |
| | (b) | for the purpose of securing compliance with any order made under this section, an order directing a person to do or refrain from doing any specified act; and | | (c) | any ancillary order the court considers to be desirable as a result of making any other order under this section. |
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| (3) The court may, before making an order under subsection (2), direct that notice of the application be given to such person as it thinks fit or that notice of the application be published in such manner as it thinks fit, or both. |
(4) A person that, without reasonable excuse, contravenes an order made under subsection (2) shall be guilty of an offence and shall be liable on conviction —| (a) | in the case of an individual, to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both; or | | (b) | in any other case, to a fine not exceeding $100,000. |
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| (5) Subject to subsection (6), subsection (4) does not affect the powers of the court in relation to the punishment of contempt of court. |
| (6) A person cannot be punished for contempt of court in respect of any contravention of an order made under subsection (2), for which the person has been convicted of an offence under subsection (4). |
| (7) A person cannot be convicted of an offence under subsection (4) in respect of any contravention of an order made under subsection (2) that has been punished as a contempt of court. |
| (8) The court may rescind, vary or discharge, or suspend the operation of, an order made by the court under this section. |
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| Codes, guidelines, etc., by Authority |
165.—(1) The Authority may issue and publish by notification in the Gazette or in any other manner the Authority considers appropriate, such codes, guidelines, policy statements, practice notes and no‑action letters as the Authority considers appropriate for providing guidance —| (a) | in furtherance of the Authority’s regulatory objectives under this Part; | | (b) | in relation to any matter relating to any of the Authority’s functions under this Part; or | | (c) | in relation to the operation of any of the provisions of this Part. |
| (2) The Authority may, at any time, amend or revoke the whole or any part of any code, guideline, policy statement, practice note or no‑action letter issued under this section. |
(3) Where amendments are made under subsection (2) —| (a) | the other provisions of this section apply, with the necessary modifications, to such amendments as they apply to the code, guideline, policy statement, practice note or no‑action letter; and | | (b) | any reference in this Part or any other written law to the code, guideline, policy statement, practice note or no‑action letter, however expressed, is (unless the context otherwise requires) a reference to the code, guideline, policy statement, practice note or no‑action letter as so amended. |
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| (4) Any failure by a person to comply with any provision of a code, guideline, policy statement or practice note issued under this section to the person does not of itself render that person liable to criminal proceedings, but any such failure may, in any proceedings, whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or negate any liability that is in question in the proceedings. |
| (5) The issue by the Authority of a no‑action letter does not of itself prevent the institution of any proceedings against any person for the contravention of any provision of this Part. |
| (6) Any code, guideline, policy statement or practice note issued under this section may be of general or specific application, and may specify that different provisions of such code, guideline, policy statement or practice note apply to different circumstances or provide for different cases or classes of cases. |
| (7) To avoid doubt, any code, guideline, policy statement, practice note or no‑action letter issued under this section is not to be treated as subsidiary legislation. |
| (8) In this section, “no-action letter” means a letter written by the Authority to a person to the effect that, if the facts are as represented by the person, the Authority will not institute proceedings against the person in respect of a particular state of affairs or particular conduct. |
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| Power of Authority to issue written notice |
166.—(1) The Authority may, if the Authority thinks it necessary or expedient for the effective administration of this Part, for the protection of consumers or in the interest of the public or a section of the public, issue to any of the following persons or classes of persons a written notice, either of a general or a specific nature, to comply with such requirements as the Authority may specify in the notice:| (a) | any licensee or class of licensees; | | (b) | any person, or class of persons, exempt under section 189; | | (c) | any person that contravenes, has contravened, or is likely to contravene, any provision of this Part. |
(2) Without limiting subsection (1), a notice may be issued —| (a) | with respect to —| (i) | the activities that may be carried out by a licensee or a person exempt under section 189, in relation to its business; | | (ii) | the standards, framework, policies and procedures for the prudent management of risks (including information technology risks) by a licensee or a person exempt under section 189; | | (iii) | the financial soundness, financial management and stability of a licensee or a person exempt under section 189; | | (iv) | the standards to be maintained by a licensee or a person exempt under section 189, in the conduct of its business; | | (v) | the arrangement and conditions that are to apply if a licensee or a person exempt under section 189, appoints any person as an independent contractor to carry out the functions and duties of the licensee or person exempt under section 189, as the case may be; | | (vi) | the type, form, manner and frequency of returns and other information to be submitted to the Authority; | | (vii) | the preparation and publication of reports on the performance of a licensee or a person exempt under section 189; | | (viii) | the remuneration of an auditor appointed under this Part and the costs of an audit carried out under this Part; | | (ix) | the collection by or on behalf of the Authority of information from a licensee or a person exempt under section 189, in relation to the conduct of its business at such intervals or on such occasions as may be set out in the notice; | | (x) | the manner in which a licensee or a person exempt under section 189, deals with its customers, and any conflicts of interests between the licensee or person exempt under section 189 (as the case may be) and its customers; | | (xi) | the display or exhibition by a licensee or a person exempt under section 189, of such cautionary statements as the Authority thinks fit in a conspicuous place at every place of business or website of the licensee, or person exempt under section 189; and | | (xii) | the provision by a licensee or a person exempt under section 189, of cautionary statements in writing to the customers or prospective customers of the licensee or person exempt under section 189; |
| | (b) | to require any person that contravenes, has contravened, or is likely to contravene any provision of this Part —| (i) | to comply with, or to cease contravening, that provision; | | (ii) | to take any action necessary to enable the person to conduct the person’s business in accordance with sound principles; and | | (iii) | where the person is a company or a VCC, to remove any of its directors; and |
| | (c) | for any other purpose specified in this Part. |
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| (3) It is not necessary to publish any written notice issued under subsection (1) or under any other provision of this Part in the Gazette. |
| (4) The Authority may at any time vary, rescind or revoke any notice issued under subsection (1). |
| (5) A person that fails to comply with any requirement specified in a notice issued under subsection (1) shall (if the failure to comply with that requirement is not itself an offence under any other provision of this Part) 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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| Power of Authority to make regulations |
167.—(1) Regulations may be made under section 192 for or with respect to —| (a) | the fees to be paid in respect of any matter or thing required for the purposes of this Part, and the refund or remission of the whole or any part of any such fees; | | (b) | the granting, lapsing, surrender, revocation or suspension of a licence, and all incidental matters; | | (c) | the requirements which a licensee or person exempt under section 189 must comply with when ceasing or intending to cease the provision of a digital token service and all incidental matters; | | (d) | the requirements which a licensee or a person exempt under section 189 must comply with to ensure proper corporate governance of the licensee or person; | | (e) | the requirements applicable to a licensee or person exempt under section 189, including requirements in relation to the fitness and propriety of the licensee, the person exempt under section 189, or the chief executive officer or equivalent person of the licensee or person exempt under section 189, as the case may be; | | (f) | the rules for the use of the electronic service mentioned in section 187; and | | (g) | the procedure to be applied where there is a breakdown or an interruption of the electronic service mentioned in section 187. |
| (2) Regulations mentioned in subsection (1) may relate to all, or any class, category or description of persons or digital token services, and may make different provisions for different classes, categories or descriptions of persons or digital token services or to a particular person or digital token service. |
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