PART I | Short title and commencement |
1.—(1) This Act may be cited as the Securities Industry Act, 1973, and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.| (2) The Minister may appoint different dates for the coming into operation of the different Parts or provisions of this Act. |
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2.—(1) In this Act, unless the context otherwise requires —| “agent”, in relation to a dealer, includes a person who is or has at any time been a banker of the dealer; |
| “auditor” means an approved company auditor within the meaning of the Companies Act (Cap. 185); |
| “business”, in relation to a dealer, means a business of dealing in securities; |
| “committee”, in relation to a stock exchange, means the persons for the time being in whom the management of the stock exchange is vested; |
| “company” has the same meaning as is assigned to that expression in the Companies Act; |
| “corporation” has the same meaning as is assigned to that expression in the Companies Act (Cap. 185); |
| “dealer” means a person who carries on a business of dealing in securities whether or not he carries on any other business, but does not include an exempt dealer; |
| “dealer’s representative” means a person, by whatever name described, in the direct employment of, or acting for, or by arrangement with, a dealer, not being an exempt dealer, who performs for that dealer any of the functions of a dealer (other than work ordinarily performed by accountants, clerks or cashiers) whether his remuneration is by way of salary, wages, commission or otherwise; and, where the dealer is a corporation, includes any director, member or officer of the corporation who is not the holder of a dealer’s licence and who performs for the corporation any of the said functions (whether or not his remuneration is as aforesaid); |
“dealing in securities” means (whether as principal or agent) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into —| (a) | any agreement for or with a view to acquiring, disposing of, subscribing for, or underwriting securities; or | | (b) | any agreement the purpose or pretended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the value of securities; |
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| “director” has the same meaning as is assigned to that expression in the Companies Act; |
“exempt dealer” means —| (a) | a person not being a stockbroker or his representative who carries on a business of dealing in securities only through the holder of a dealer’s licence; | | (b) | any person acting in the capacity of manager or trustee under a unit trust scheme a deed in respect of which is approved by the Registrar or the Minister under Division 5 of Part IV of the Companies Act (Cap. 185); | | (c) | a corporation that is authorised under any written law to be a dealer in the short term money market; | | (d) | any public statutory corporation constituted under any written law in Singapore; or | | (e) | such other person or class of persons as the Minister may by order declare to be an exempt dealer if the main business carried on by such person or class of persons is a business other than the dealing in securities, and if the dealing in securities is by way of —| (i) | making or offering to make with any person an agreement for or with a view to the underwriting of securities; | | (ii) | making an invitation to persons to subscribe for securities or to purchase securities on the first sale thereof; | | (iii) | issuing any document which is or is deemed to be a prospectus within the meaning of the Companies Act; or | | (iv) | such other way as the Minister may from time to time declare. |
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“investment adviser” means a person who carries on a business of advising others concerning securities or who as part of a regular business issues or promulgates, analyses or reports concerning securities but that expression does not include —| (a) | a bank as defined in section 2 of the Banking Act (Cap. 182); | | (b) | a company or society registered under the Insurance Act (Cap. 193); | | (c) | an advocate and solicitor or accountant in practice whose carrying on of that business is solely incidental to the practice of his profession; | | (d) | a company registered under the Trust Companies Act (Cap. 207); | | (e) | a dealer or exempt dealer whose carrying on of that business is solely incidental to the conduct of his business of dealing in securities; or | | (f) | a person who is the proprietor of a newspaper and holder of a permit issued under the Printing Presses Act (Cap. 258) where —| (i) | insofar as the newspaper is distributed generally to the public it is distributed only to subscribers to, and purchasers of, the newspaper for value; | | (ii) | the advice is given or the analyses or reports are issued or promulgated only through that newspaper; | | (iii) | that person receives no commission or other consideration for issuing or promulgating the analyses or reports; and | | (iv) | the advice is given and the analyses and reports are issued or promulgated solely as incidental to the conduct of that person’s business as a newspaper proprietor. |
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| “investment representative” means a person in the direct employment of or acting for or by arrangement with an investment adviser, not being a dealer, stockbroker or exempt dealer, who performs for such investment adviser any of the functions of an investment adviser (other than work ordinarily performed by accountants, clerks or cashiers) whether his remuneration is by way of salary, wages, commission or otherwise; and where the investment adviser is a corporation includes any director, member or officer of the corporation who is not the holder of an investment adviser’s licence and who performs for such corporation any of the said functions (whether or not his remuneration is as aforesaid); |
“licence” means —| (a) | a dealer’s licence; | | (b) | an investment adviser’s licence; or | | (c) | an investment representative’s licence, under Part IV; |
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| “member company” means a company which carries on a business of dealing in securities and is recognized as a member company by a stock exchange; |
| “member firm” means a firm which carries on a business of dealing in securities and is recognized as a member firm by a stock exchange; |
| “Registrar” means the Registrar of Companies under the Companies Act (Cap. 185), and includes any Deputy or Assistant Registrar of Companies; |
“relevant authority” means —| (a) | in relation to a sole trader, the stock exchange of which the sole trader is a member; | | (b) | in relation to a member firm or company, the stock exchange by which the firm or company is recognized; and | | (c) | in relation to any other person, the Registrar; |
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| “representative” means a dealer’s representative or an investment adviser’s representative; |
| “rules”, in relation to a stock exchange, means the rules governing the conduct of the stock exchange or the members thereof by whatever name called and wherever contained and includes rules contained in the memorandum of association and the articles of association of the stock exchange; |
| “securities” means debentures, stocks and shares in a public company or corporation, funds or bonds of any government or of any body, corporate or unincorporate, and includes any right or option in respect thereof and any interest as defined in section 84 of the Companies Act; |
| “sole trader” means a stockbroker who carries on a business of dealing in securities on his own account and not in partnership or as director of a company; |
“stockbroker” means —| (a) | a member of a stock exchange; | | (b) | a partner in a member firm; or | | (c) | a director of a member company; |
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| “stock exchange” means any body corporate which has been approved by the Minister under subsection (2) of section 6; |
| “stock market” means a market, exchange or other place at which securities are regularly offered for sale, purchase or exchange; |
| “trust account” means a trust account established under section 36; |
| “unit trust scheme” means any arrangement made for the purpose, or having the effect of providing facilities for the participation by persons as beneficiaries under a trust, or profits or income arising from the acquisition, holding, management or disposal of securities or any other property. |
(2) Regulations may provide that, subject to any terms and conditions prescribed, all or any of the provisions of this Act —| (a) | shall not have effect in relation to any specified person or to any person who is a member of a specified class of persons —| (i) | who is or may be a dealer or investment adviser by reason only of his doing anything which is merely incidental to another business; | | (ii) | who does not deal in securities for or on behalf of any other person; or | | (iii) | who is a dealer or investment adviser by reason only of the entering into by him of any specified transaction or class of transactions; or |
| | (b) | shall not have effect in relation to the representative of any person referred to in paragraph (a); or | | (c) | shall have effect in relation to any person referred to in paragraph (a) or (b) to such extent as is prescribed. |
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