PART II
LICENSING, REPRESENTATIVE NOTIFICATION AND RELATED MATTERS
[S 709/2010 wef 26/11/2010]
Forms
3.—(1)  The forms to be used for the purposes of these Regulations are those set out at the Authority’s Internet website at http://www.mas.gov.sg (under “Regulations and Financial Stability”, “Regulations, Guidance and Licensing”, “Securities, Futures and Fund Management”), and any reference in these Regulations to a numbered form shall be construed as a reference to the current version of the form bearing the corresponding number which is displayed at that website.
[S 385/2012 wef 07/08/2012]
(2)  Any document required to be lodged with the Authority under any provision of Parts 4, 5 and 6 of the Act or these Regulations shall be lodged in the relevant form and in the manner specified in the website referred to in paragraph (1), or in such other manner as the Authority may specify from time to time.
[S 503/2012 wef 19/11/2012]
[S 226/2023 wef 31/12/2021]
(3)  All forms used for the purposes of these Regulations shall be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.
(4)  The Authority may refuse to accept any form if —
(a)it is not completed or lodged in accordance with this regulation; or
(b)it is not accompanied by the relevant fee referred to in regulation 6.
(5)  Where strict compliance with any form is not possible, the Authority may allow for the necessary modifications to be made to that form, or for the requirements of that form to be complied with in such other manner as the Authority thinks fit.
[S 373/2005 wef 01/07/2005]
Lodgment of documents and undertaking of responsibilities for representative
3A.—(1)  A notice of intent under section 99H(1)(a) of the Act by a principal to appoint an individual as an appointed representative in respect of a type of regulated activity and a certificate under section 99H(1)(b) of the Act by the principal as to the fitness and propriety of the individual to be so appointed shall be in Form 3A.
(2)  A notice of intent under section 99H(1)(a) of the Act by a principal to appoint an individual as a provisional representative in respect of a type of regulated activity and a certificate under section 99H(1)(b) of the Act by the principal as to the fitness and propriety of the individual to be so appointed shall be in Form 3B.
(3)  A notice of intent under section 99H(1)(a) of the Act by a principal to appoint an individual as a temporary representative in respect of a type of regulated activity and a certificate under section 99H(1)(b) of the Act by the principal as to the fitness and propriety of the individual to be so appointed shall be in Form 3C.
(4)  A principal who lodges with the Authority the certificate under section 99H(1)(b) of the Act shall retain copies of all information and documents which it relied on in giving the certificate for a period of 5 years from the date of lodgment.
(5)  For the purposes of section 99H(1)(c) of the Act, a principal shall undertake all of the following responsibilities in relation to its representative:
(a)to put in place measures to properly supervise the activities and conduct of the representative, including measures to ensure that all obligations assumed and liabilities incurred by him are properly fulfilled, whether actual or contingent and howsoever arising, in relation to carrying out any regulated activity;
(b)to put in place measures, including proper training, to ensure that the representative understands and complies with all Singapore laws that are relevant to the regulated activity carried out by him;
(c)to ensure that the representative is accompanied at all times by any of the persons referred to in paragraph (6) when meeting any client or member of the public in the course of carrying on business in any regulated activity;
(d)to ensure that the representative sends concurrently to any of the persons referred to in paragraph (6) all electronic mail that he sends to any client or member of the public in the course of carrying on business in any regulated activity;
(e)to ensure that the representative does not communicate by telephone with any client or member of the public in the course of carrying on business in any regulated activity, other than by telephone conference in the presence of any of the persons referred to in paragraph (6).
(6)  The persons referred to in paragraph (5)(c), (d) and (e) are —
(a)an appointed representative of the principal;
(b)a director of the principal approved under section 96 of the Act;
(c)an officer of the principal whose primary function is to ensure that the carrying on of business in the regulated activity in question complies with the laws and requirements of the Authority applicable to the regulated activity in question;
(d)an officer of the principal appointed by the principal to supervise the representative in carrying on of business in the regulated activity in question.
(7)  In paragraph (5)(c), (d) and (e), “client or member of the public” excludes one who is an accredited investor, an expert investor or an institutional investor.
[S 709/2010 wef 26/11/2010]
Provisional representative
3B.—(1)  The period which the Authority may specify in the public register of representatives under section 99E(2) of the Act as the period which any named individual can be a provisional representative in respect of any type of regulated activity shall not exceed 3 months from the date his name is entered in the register as a provisional representative.
(2)  For the purpose of section 99E(5) of the Act, where a provisional representative in respect of a type of regulated activity has satisfied the examination requirements specified for that type of regulated activity, his principal shall inform the Authority of that fact —
(a)by serving on the Authority a duly completed Form 3D; and
(b)before the expiry of the period specified against his name in the public register of representatives under section 99E(2) of the Act.
(3)  For the purposes of section 99M(1)(t)(i) and (ii) of the Act, the Authority may refuse to enter the name and other particulars of an individual in the public register of representatives as a provisional representative in respect of a type of regulated activity, if —
(a)he is not or was not previously licensed, authorised or otherwise regulated as a representative in relation to a comparable type of regulated activity in a foreign jurisdiction for a continuous period of at least 12 months; or
(b)the period between the date of his ceasing to be so licensed, authorised or regulated in a foreign jurisdiction and the date of his proposed appointment as a provisional representative exceeds 12 months.
[S 709/2010 wef 26/11/2010]
Temporary representative
3C.—(1)  For the purpose of section 99M(1)(s)(iii) of the Act, the Authority may refuse to enter the name and other particulars of an individual in the public register of representatives as a temporary representative in respect of a type of regulated activity, if the period of his proposed appointment, together with the period of any past appointment (or part thereof) that falls within the period of 24 months before the date of expiry of his proposed appointment, exceeds 6 months.
(2)  The period which the Authority may specify in the public register of representatives under section 99F(2) of the Act as the period which any named individual can be a temporary representative in respect of any type of regulated activity shall not exceed 3 months from the date his name is entered in the register as a temporary representative.
[S 709/2010 wef 26/11/2010]
3D.  [Deleted by S 503/2012 wef 19/11/2012]
Register of interests in listed specified products
4.—(1)  Each of the following persons (referred to in this regulation and regulation 4A as a relevant person), namely:
(a)a holder of a capital markets services licence to deal in capital markets products that are listed specified products;
[S 667/2018 wef 08/10/2018]
(b)a holder of a capital markets services licence to advise on corporate finance;
(c)a holder of a capital markets services licence for fund management;
(d)a holder of a capital markets services licence for real estate investment trust management;
(e)a holder of a capital markets services licence for providing credit rating services;
(f)a representative of a holder of a capital markets services licence referred to in sub-paragraph (a), (b), (c), (d) or (e),
shall —
(i)maintain in a register of his interests in listed specified products;
[S 667/2018 wef 08/10/2018]
(ii)enter into the register, within 7 days after the date that he acquires any interest in listed specified products, particulars of the listed specified products in which he has an interest and particulars of his interests in those listed specified products;
[S 667/2018 wef 08/10/2018]
(iii)retain that entry in an easily accessible form for a period of not less than 5 years after the date on which such entry was first made; and
(iv)ensure that a copy of the register is kept in Singapore.
(2)  Where there is a change in any interest in listed specified products of a relevant person, the relevant person shall —
(a)enter in the register, within 7 days after the date of the change, particulars of the change including the date of the change and the circumstances by reason of which the change has occurred; and
(b)retain that entry in an easily accessible form for a period of not less than 5 years after the date on which such entry was first made.
[S 667/2018 wef 08/10/2018]
(3)  A relevant person shall, upon the Authority’s request —
(a)produce for the Authority’s inspection the register of his interests in listed specified products; and
[S 667/2018 wef 08/10/2018]
(b)allow the Authority to make a copy of, or take extracts from, the register.
(4)  The Authority may provide a copy of an extract of a register obtained under paragraph (3) to any person who, in the opinion of the Authority, should in the public interest be informed of the dealing in listed specified products disclosed in the register.
[S 667/2018 wef 08/10/2018]
(5)  In this regulation and regulation 4A, “listed specified products” means specified products that are listed for quotation, or quoted on an organised market that is operated by an approved exchange or a recognised market operator.
[S 503/2012 wef 19/11/2012]
[S 667/2018 wef 08/10/2018]
Place at which register is kept
4A.—(1)  A relevant person shall keep the register of his interests in listed specified products referred to in regulation 4 —
(a)in the case of an individual, at his principal place of business; or
(b)in the case of a corporation, at any of its places of business.
[S 667/2018 wef 08/10/2018]
(2)  The register of interests in listed specified products may be kept in electronic form if the relevant person ensures that full access to such register may be gained by the Authority at the place referred to in paragraph (1)(a) or (b), as the case may be.
[S 667/2018 wef 08/10/2018]
(3)  [Deleted by S 667/2018 wef 08/10/2018]
(4)  [Deleted by S 667/2018 wef 08/10/2018]
(5)  [Deleted by S 667/2018 wef 08/10/2018]
(6)  A relevant person who is a holder of a capital markets services licence shall maintain records of the place at which its representatives keep their registers of their interests in listed specified products and the places at which copies of those registers are kept in Singapore under regulation 4(1)(iv).
[S 667/2018 wef 08/10/2018]
(7)  A relevant person who is a holder of a capital markets services licence shall, upon the Authority’s request —
(a)produce for the Authority’s inspection such records referred to in paragraph (6); and
(b)allow the Authority to make a copy of, or take extracts from, such records.
Change of particulars and additional regulated activity of representative
5.—(1)  An appointed representative shall notify his principal of any change in any of his particulars, being particulars set out in Form 3A, within 7 days after the occurrence of such change.
(2)  A provisional representative shall notify his principal of any change in any of his particulars, being particulars set out in Form 3B, within 7 days after the occurrence of such change.
(3)  A temporary representative shall notify his principal of any change in any of his particulars, being particulars set out in Form 3C, within 7 days after the occurrence of such change.
(4)  [Deleted by S 667/2018 wef 08/10/2018]
(5)  [Deleted by S 667/2018 wef 08/10/2018]
(6)  [Deleted by S 667/2018 wef 08/10/2018]
(7)  [Deleted by S 667/2018 wef 08/10/2018]
(8)  For the purposes of section 99H(5) of the Act, the principal of an appointed, a provisional or a temporary representative shall notify the Authority of a change in the particulars of the representative in Form 16.
(9)  A notice under section 99L(2) of the Act by a principal of its intention to appoint an appointed representative in respect of a type of regulated activity in addition to that indicated against the appointed representative’s name in the public register of representatives shall be in Form 6.
Fees
6.—(1)  Subject to this regulation, the fees specified in the Third Schedule are payable to the Authority for the purposes specified therein.
[S 67/2025 wef 24/01/2025]
(2)  Where —
(a)the name of a person is entered in the public register of representatives as a provisional representative;
(b)he pays the annual fee referred to in section 99K(2) of the Act for the retention of his name in the public register of representatives as a provisional representative for a period of time; and
(c)his name is subsequently entered in the register as an appointed representative at any time during that period or on the business day immediately following the expiry of that period,
then the person is deemed to have paid the annual fee for the continuing retention of his name in the register as an appointed representative, in respect of the regulated activity conducted by the person while he was a provisional representative.
(3)  For the purposes of sections 85(4) and 99K(6) of the Act, the late payment fee is $100 for every day or part thereof that the payment is late subject to a maximum of $3,000.
(4)  Payment of fees may be made through such electronic funds transfer system as the Authority may designate from time to time, whereby payment is effected by directing the transfer of funds electronically from the bank account of the payer to a bank account designated by the Authority.
(4A)  [Deleted by S 637/2024 wef 01/08/2024]
(5)  The Authority may, as it thinks fit, waive the whole or any part of the fee payable under section 84, 85, 90, 99A or 99K of the Act.
(6)  Where the holder of a capital markets services licence is licensed to carry on business in more than one regulated activity, the amount of the licence fee payable to the Authority shall be the sum of the fees specified in the Third Schedule for the regulated activities that the holder is licensed to carry out.
(7)  Where the holder of a capital markets services licence licensed to carry on business in dealing in capital markets products is granted the licence subject to a condition or restriction restricting the holder to one or more types of capital markets products in respect of which the holder may carry on that business, the amount of the licence fee payable to the Authority is the sum of the fees specified in the Third Schedule for the types of capital markets products in respect of which the holder may carry on that business.
[S 667/2018 wef 08/10/2018]
6A.  [Deleted by S 667/2018 wef 08/10/2018]
Deposit to be lodged in respect of capital markets services licence to deal in capital markets products that are specified products
7.—(1)  Subject to paragraph (2), an application for a capital markets services licence to carry on business in dealing in capital markets products that are specified products must be accompanied by a deposit of $100,000 to be lodged in the manner determined by the Authority.
[S 667/2018 wef 08/10/2018]
(2)  The deposit mentioned in paragraph (1) is not required in the case of an applicant —
(a)that is a member of an approved exchange; or
[S 667/2018 wef 08/10/2018]
(b)that is a person who deals in capital markets products that are specified products only with accredited investors, expert investors or institutional investors;
[S 667/2018 wef 08/10/2018]
(2A)  The deposit mentioned in paragraph (1) must be maintained for the entire duration of the licence.
(2B)  The deposit mentioned in paragraph (1) must be lodged with the Authority —
(a)by making payment through any electronic funds transfer system as the Authority may designate from time to time;
(b)in the form of a banker’s guarantee issued by a bank licensed under the Banking Act 1970; or
[S 226/2023 wef 31/12/2021]
(c)in cash.
(3)  The deposit lodged by the holder of a capital markets services licence under paragraph (1) shall be applied by the Authority for the purpose of compensating any person (other than an accredited investor, expert investor or institutional investor) who suffers pecuniary loss as a result of any defalcation committed by the holder or by any of its agents in relation to any money or other property which, in the course of or in connection with its business in dealing in capital markets products that are specified products, was —
(a)entrusted to or received by the holder or agent for or on behalf of any other person; or
(b)entrusted to or received by —
(i)the holder, as trustee (whether or not with any other person) of that money or property; or
(ii)the agent as trustee of, or on behalf of the trustee of, that money or property.
[S 667/2018 wef 08/10/2018]
(4)  Subject to these Regulations, every person who suffers pecuniary loss as provided in paragraph (3) shall be entitled to claim compensation in relation to the relevant deposit lodged with the Authority.
(5)  The amount which any claimant shall be entitled to claim as compensation shall be the amount of actual pecuniary loss suffered by him (including the reasonable cost of and disbursements incidental to the making and proof of his claim) less the amount or value of all moneys or other benefits received or receivable by him from any source, other than the Authority, in reduction of the loss.
(6)  The Authority may cause to be published in a daily newspaper published and circulating generally in Singapore a notice in Form 17 specifying a date, not being earlier than 3 months after the date of publication, on or before which claims for compensation in relation to the deposit lodged by the person specified in the notice may be made.
(7)  A claim for compensation in respect of a defalcation shall be made in writing to the Authority —
(a)where a notice under paragraph (6) has been published, on or before the date specified in the notice; or
(b)where no such notice has been published, within 6 months after the claimant becomes aware of the defalcation,
and any claim which is not so made shall be barred unless the Authority otherwise determines.
(8)  The Authority may, subject to these Regulations and after such enquiry as it thinks fit —
(a)allow and settle any proper claim made in accordance with paragraph (7) and determine the amount payable as compensation; or
(b)disallow any improper claim.
(9)  For the purposes of paragraph (3), where the Authority is satisfied that the defalcation on which a claim is founded was actually committed, it may allow the claim and act accordingly notwithstanding that the person who committed the defalcation has not been convicted or prosecuted therefor or that the evidence on which the Authority acts would not be sufficient to establish the guilt of that person upon a criminal trial in respect of the defalcation.
(10)  Nothing in these Regulations shall require the Authority to settle a claim in full or in part where the relevant deposit lodged with the Authority is insufficient to meet the aggregate amount of the claims for compensation.
Return of deposit
8.—(1)  Where —
(a)the holder of a capital markets services licence to deal in capital markets products that are specified products, which has lodged with the Authority a deposit under regulation 7, ceases to carry on business in dealing in capital markets products that are specified products;
[S 667/2018 wef 08/10/2018]
(b)a capital markets services licence to deal in capital markets products that are specified products has lapsed or has been revoked by the Authority; or
[S 667/2018 wef 08/10/2018]
(c)the holder of a capital markets services licence to deal in capital markets products that are specified products is admitted as a member of an approved exchange after it has been granted the licence,
the Authority may release to the holder the deposit or, where any part thereof has previously been paid to a judgment creditor or liquidator or where any claim in respect thereof has previously been allowed, the balance (if any) of the deposit so lodged —
(i)in the case of sub-paragraph (a), on the expiration of 3 months after service on the Authority of a notice in writing duly signed by or on behalf of the holder stating that it has ceased to carry on such business in Singapore and on the Authority being satisfied that the holder has not, from the date of cessation of business indicated on the notice, carried on such business in Singapore; and
(ii)in every case, on the Authority being satisfied that all the liabilities in Singapore of the holder in respect of its dealing in capital markets products that are specified products are fully liquidated or provided for.
[S 667/2018 wef 08/10/2018]
(2)  The Authority may cause every notice served on it under paragraph (1)(i) and its decision with regard to the proposed release of the deposit or the balance thereof to be published at the cost of the holder in such manner as the Authority thinks fit.
Lapsing of capital markets services licence
9.  For the purposes of section 95(1)(b) of the Act, where the Authority has not revoked a capital markets services licence under section 95(2) of the Act, or suspended the capital markets services licence under section 95(3) of the Act, the licence shall lapse —
(a)if the holder has not commenced business in at least one of the regulated activities to which the licence relates within 6 months (or such longer period as the Authority may allow) from the date of the grant of the licence, immediately upon the expiry of that period; or
(b)if the holder —
(i)has ceased to carry on business in all of the regulated activities to which the licence relates;
(ii)has not resumed business in any of those regulated activities for a continuous period of 2 months from the date of cessation of business; and
(iii)has not notified the Authority of such cessation of business at any time during the period of 2 months,
immediately upon the expiry of that period of 2 months.
[S 709/2010 wef 26/11/2010]
Cessation of status of appointed representative
9A.  For the purpose of section 99D(4)(e) of the Act, unless the Authority has revoked the status of an individual as an appointed representative under section 99M(1) of the Act, or suspended that status under section 99M(2)(a) of the Act, the individual shall cease to be an appointed representative in respect of all types of regulated activity if —
(a)before the end of the period of 6 months (or such longer period as the Authority may allow in any particular case) starting on the date that the individual’s name was entered in the public register of representatives as an appointed representative, the appointed representative has not commenced to act as a representative in at least one of the regulated activities that he was appointed to carry out as a representative; or
[S 667/2018 wef 08/10/2018]
(b)the appointed representative —
(i)has ceased to act as a representative in respect of all of the regulated activities he was appointed to carry out as a representative; and
(ii)has not resumed acting as such a representative in respect of any of those regulated activities for a continuous period of one month from the date of cessation,
and his principal has not notified the Authority of such cessation at any time during that period of one month.
Cessation of business by holder
11.—(1)  Where the holder of a capital markets services licence ceases to carry on business in every type of the regulated activities to which its licence relates, it shall, within 14 days from the date of cessation, lodge with the Authority a notice in Form 7.
[S 67/2025 wef 24/01/2025]
(2)  Where the holder of a capital markets services licence ceases to carry on business in any type of regulated activity to which its licence relates but has not ceased to carry on business in the remaining types of regulated activities, it shall, within 14 days from the date of cessation, lodge with the Authority a notice in Form 7.
[S 67/2025 wef 24/01/2025]
(3)  Where the holder of a capital markets services licence has, by the end of the period of 6 months (or such longer period as the Authority may allow in any particular case) from the date of the grant of the licence, commenced business in one or more but not all the types of regulated activity to which the licence relates, it shall immediately lodge with the Authority a notice in Form 7.
[S 67/2025 wef 24/01/2025]
(4)  Where the holder of a capital markets services licence has not commenced business in every type of regulated activity to which the licence relates by the end of the period of 6 months (or such longer period as the Authority may allow in any particular case) from the date of the grant of the licence, it shall immediately lodge with the Authority a notice in Form 7.
[S 67/2025 wef 24/01/2025]
(5)  Upon receipt of the notice referred to in paragraph (1), (2), (3) or (4), the Authority may cancel the licence and, in the case referred to in paragraphs (2) and (3), issue to the holder a new licence in respect of the remaining type or types of regulated activities.
[S 667/2018 wef 08/10/2018]
[S 67/2025 wef 24/01/2025]
Variation of capital markets services licence
11A.—(1)  An application for the variation of a capital markets services licence under section 90 of the Act shall be in Form 5 and shall be lodged with the Authority together with any relevant annex and information as may be specified in the Form or by the Authority from time to time.
(2)  Where the Authority adds to, varies or revokes any condition or restriction of a capital markets services licence or imposes further conditions or restrictions on such a licence, the Authority may cancel the licence and issue a new licence to the holder indicating the applicable conditions or restrictions.
[S 67/2025 wef 24/01/2025]
(3)  Where the Authority has approved an application of the holder of a capital markets services licence under section 90(1) of the Act to add to its licence one or more types of regulated activity, the Authority may cancel the licence and issue a new licence to the holder indicating the added type of regulated activity.
[S 709/2010 wef 26/11/2010]
[S 67/2025 wef 24/01/2025]
Lodgment of particulars of cessation
11B.—(1)  For the purposes of sections 99D(8), 99E(4) read with 99D(8) of the Act and section 99F(4) read with 99D(8) of the Act, particulars that an individual has ceased to be a representative of a principal, or has ceased to carry on business in any type of regulated activity which he is appointed to carry on business in, shall be furnished to the Authority in Form 8.
(2)  Where an appointed representative has ceased to be a representative under regulation 9A(a), his principal shall immediately lodge with the Authority a notice of such cessation in Form 8.
[S 709/2010 wef 26/11/2010]
Obligation to notify Authority of certain matters
11C.—(1)  The holder of a capital markets services licence must notify the Authority of the following facts, immediately after becoming aware of that fact:
(a)that any development (including any development in relation to any associate of the holder, or any other entity treated as part of the holder’s group of companies according to the accounting standards applicable to the holder) has occurred or is likely to occur which the holder has reasonable grounds to believe has materially and adversely affected, or is likely to materially and adversely affect —
(i)the financial soundness or reputation of the holder; or
(ii)the holder’s ability to carry on business in any type of regulated activity to which its licence relates;
(b)that the holder’s chief executive officer or director is, in accordance with the Guidelines on Fit and Proper Criteria, no longer fit and proper to hold that office or appointment;
(c)that a substantial shareholder of the holder or a person who has effective control of the holder within the meaning of section 97A(6) of the Act is, in accordance with the Guidelines on Fit and Proper Criteria, no longer fit and proper to be a substantial shareholder of the holder or to have effective control of the holder, as the case may be;
(d)that the holder is not likely to be able to conduct its business prudently or to comply with the provisions of the Act and directions made thereunder, having regard to the likely influence over the holder of a substantial shareholder of the holder or a person who has effective control of the holder within the meaning of section 97A(6) of the Act.
(2)  Any person who contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
[S 67/2025 wef 24/01/2025]
Application for appointment of chief executive officer and director
12.—(1)  For the purposes of section 96(1) of the Act, the holder of a capital markets services licence shall submit to the Authority an application for approval of the appointment of a person (referred to in this regulation as the appointee) as its chief executive officer or director, or to change the nature of the appointment of a person as a director from one that is non-executive to one that is executive, in Form 11.
(2)  For the purposes of section 96(2) of the Act, the criteria to which the Authority may have regard in determining whether to grant its approval in respect of an application made under paragraph (1) are —
(a)whether the holder has provided the Authority with such information relating to the appointee or director as the Authority may require;
(aa)whether the appointee or director has had a section 101A prohibition order or an FSMA prohibition order made by the Authority against him that still remains in force;
[S 618/2024 wef 31/07/2024]
(b)whether the appointee or director is an undischarged bankrupt in Singapore or elsewhere;
(c)whether an enforcement order against the appointee or director in respect of a judgment debt has been returned unsatisfied in whole or in part;
[S 344/2022 wef 04/05/2022]
(d)whether the appointee or director has, in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation;
(e)whether the appointee or director —
(i)has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that he had acted fraudulently or dishonestly; or
(ii)has been convicted of an offence under the Act;
(f)the educational or other qualification, experience or expertise of the appointee or director, having regard to the nature of the duties he is to perform as a chief executive officer, director or executive director, as the case may be, of the holder;
(g)whether the appointee or director is a fit and proper person to be a chief executive officer, director or executive director, as the case may be, of the holder;
(h)the financial standing of the appointee or director;
(i)the past performance of the appointee or director, having regard to the nature of the duties he is to perform as a chief executive officer, director or executive director, as the case may be, of the holder; and
(j)whether there is reason to believe that the appointee or director will not conduct himself professionally or act in an ethical manner in discharging the duties he is to perform as a chief executive officer, director or executive director, as the case may be, of the holder.
Duties of holder of capital markets services licence
13.  The holder of a capital markets services licence shall —
(a)comply with all laws and rules governing the holder’s operations; and
(b)in a manner that is commensurate with the nature, scale and complexity of the business of the holder —
(i)implement, and ensure compliance with, effective written policies on all operational areas of the holder, including the holder’s financial policies, accounting and internal controls, and internal auditing;
(ii)put in place compliance function and arrangements including specifying the roles and responsibilities of officers and employees of the holder in helping to ensure its compliance with all applicable laws, codes of conduct and standards of good practice in order to protect investors and reduce the holder’s risk of incurring legal or regulatory sanctions that may be imposed by the Authority or any other public authority, financial loss, and reputational damage;
(iii)identify, address and monitor the risks associated with the trading or business activities of the holder;
(iv)ensure that the business activities of the holder are subject to adequate internal audit;
(v)ensure that the internal audit of the holder or the holder’s holding company (if any) includes inquiring into the holder’s compliance with all relevant laws and all relevant business rules of any approved exchange or approved clearing house;
[S 667/2018 wef 08/10/2018]
(vi)set out in writing the limits of the discretionary powers of each officer, committee, sub-committee or other group of persons of the holder empowered to commit the holder to any financial undertaking or to expose the holder to any business risk (including any financial, operational or reputational risk);
(vii)keep a written record of the steps taken by the holder to monitor compliance with its policies, its accounting and operating procedures, and the limits on discretionary powers;
(viii)ensure the accuracy, correctness and completeness of any report, book or statement submitted by the holder to its head office (if any) or to the Authority; and
(ix)ensure effective controls and segregation of duties to mitigate potential conflicts of interest that may arise from the operations of the holder.
Criteria for determining if chief executive officer or director of holder of capital markets services licence has breached duties
13A.  For the purposes of section 97(2) of the Act and without prejudice to any other matter that the Authority may consider relevant, the Authority shall, in determining whether a chief executive officer or a director of the holder of a capital markets services licence has failed to discharge the duties or functions of his office, have regard to whether the chief executive officer or director has ensured compliance by the holder with each of the duties specified in regulation 13.
[S 170/2013 wef 28/03/2013]
Duties of holder of capital markets services licence for regulated activity of fund management
13B.—(1)  Without prejudice to regulation 13, the holder of a capital markets services licence for fund management shall —
(a)put in place a risk management framework (that identifies, addresses and monitors the risks associated with assets under its management) which is appropriate to the nature, scale and complexity of the assets;
(b)subject assets under its management to independent valuation for the purpose of determining their respective net asset values, and ensure that a party independent of the holder conveys such values to the customers to which the assets relate or, if the assets are in the form of units in a closed-end fund or collective investment scheme, to the unitholders of the fund or scheme;
(c)segregate assets under its management, other than assets which are already subject to regulation 17 or 27 (as the case may be), from the proprietary assets of the holder or the holder’s related corporations or connected persons, and maintain them in —
(i)a trust account with any financial institution referred to in regulation 17(1)(a), (b) or (c), or with a custodian outside Singapore which is licensed, registered or authorised to conduct banking business in the country or territory where the account is maintained; or
(ii)a custody account with any financial institution or other person referred to in regulation 27(1)(a) to (f), or with a custodian outside Singapore which is licensed, registered or authorised to act as a custodian in the country or territory where the account is maintained;
(d)accord priority to transactions for the purchase or sale of capital markets products that are permitted to be traded on an approved exchange or a recognised market operator, made on behalf of its customers, over those made for any of the following persons:
(i)the holder;
(ii)the holder’s associated persons;
(iii)the holder’s officers;
(iv)the holder’s employees;
(v)the holder’s representatives;
(vi)any person whom the holder knows to be an associated person of any person referred to in sub-paragraph (iii), (iv) or (v); and
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(e)mitigate conflicts of interest arising from the management of assets and, where appropriate, disclose such conflicts of interest to the customer concerned.
(2)  A transaction made for any person referred to in sub-paragraphs (i) to (vi) of paragraph (1)(d) excludes any transaction for the purchase or sale of capital markets products which are, or are to be, beneficially owned by a person who is not referred to in sub-paragraphs (i) to (vi) of paragraph (1)(d).
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(3)  In paragraph (1)(d), a person is an associated person of another person if the first-mentioned person is —
(a)a related corporation of the second-mentioned person;
(b)a connected person of the second-mentioned person;
(c)a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the second-mentioned person in relation to a transaction or investment referred to in paragraph (1)(d); or
(d)a corporation which is, or 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 the second-mentioned person in relation to a transaction or investment referred to in paragraph (1)(d).
(4)  Paragraph (1)(c) does not apply to the following assets under the management of the holder:
(a)capital markets products which are not listed for quotation or quoted on an organised market;
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(b)interests in a closed-end fund or an arrangement mentioned in paragraph (aa) of the definition of “closed-end fund” in section 2(1) of the Act, where —
(i)the closed-end fund or arrangement is to be used for private equity or venture capital investments; and
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(ii)interests in the closed-end fund or arrangement are offered only to accredited investors or institutional investors or both,
and the holder has —
(A)disclosed the fact that the assets are not maintained in a trust account or custody account in accordance with paragraph (1)(c) to the customer and obtained the customer’s acknowledgement of the custody arrangement; and
(B)arranged for an auditor to audit the assets on an annual basis and furnish a report on the audit to the customer.
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(5)  For the purposes of this regulation, assets are under the management of the holder of a licence if they are the subject of fund management carried out directly by the holder, or indirectly by the holder through another entity.
Criteria for determining if chief executive officer or director of holder of capital markets services licence for fund management has breached duties
13C.  For the purposes of section 97(2) of the Act and without prejudice to regulation 13A and any other matter that the Authority may consider relevant, the Authority shall, in determining whether a chief executive officer or a director of the holder of a capital markets services licence for fund management has failed to discharge the duties or functions of his office, have regard to whether the chief executive officer or director has ensured compliance by the holder with each of the duties specified in regulation 13B.
[S 170/2013 wef 28/03/2013]
Composition of board of holder of capital markets services licence for real estate investment trust management
13D.—(1)  A holder of a capital markets services licence for real estate investment trust management must not have as the chairman of its board of directors —
(a)a person who is an executive director of the holder; or
(b)a person who is a member of the immediate family of the chief executive officer of the holder.
(2)  A holder of a capital markets services licence for real estate investment trust management must have the requisite number of independent directors.
(3)  For the purposes of paragraph (2), the requisite number of independent directors is —
(a)where the participants of the REIT that is managed or operated by the holder do not have the right to vote on the appointment of directors to the holder’s board — at least half of the total number of directors of the holder; and
(b)where the participants of the REIT that is managed or operated by the holder have the right to vote on the appointment of directors to the holder’s board — at least one third of the total number of directors of the holder.
(4)  A holder of a capital markets services licence for real estate investment trust management must notify the Authority if —
(a)a person mentioned in paragraph (1)(a) or (b) has been appointed as the chairman of the holder’s board;
(b)any of its independent directors had ceased to be an independent director; or
(c)the holder had ceased to have the requisite number of independent directors.
(5)  A notification under paragraph (4) must —
(a)be made within 14 days after the holder becomes aware of the fact mentioned in sub-paragraph (a), (b) or (c) (as the case may be) of that paragraph;
(b)in the case of a notification mentioned in paragraph (4)(b), state the reason why the independent director had ceased to be an independent director; and
(c)in the case of a notification mentioned in paragraph (4)(c), state —
(i)the date on which the holder had ceased to have the requisite number of independent directors;
(ii)whether the holder had ceased to have the requisite number of independent directors due to any of its independent directors ceasing to satisfy any condition mentioned in paragraph (7)(b)(i), (ii), (iii) or (iv), and if so, whether the holder knew or could have reasonably known that the independent director concerned would cease to satisfy the condition —
(A)before the start of the specified period, where the date on which the independent director concerned ceased to satisfy the condition (called in this regulation the date of cessation) falls within the specified period; or
(B)on the date of the annual general meeting of the holder immediately preceding the date of cessation, where the date of cessation falls within a period other than the specified period.
(6)  The Authority may —
(a)upon being notified by a holder of a capital markets services licence for real estate investment trust management under paragraph (4)(a), issue written directions under section 101(1) of the Act to direct the holder to take such steps as may be necessary to ensure that paragraph (1) is complied with; or
(b)upon being notified by a holder of a capital markets services licence for real estate investment trust management under paragraph (4)(c), issue written directions under section 101(1) of the Act to direct the holder to take such steps as may be necessary to rectify the composition of its board to satisfy paragraph (2) within such time as may be specified by the Authority.
(7)  In this regulation —
(a)“specified period” means the period starting on the date immediately after the date on which the director was appointed to the holder’s board and ending on the date immediately before the date of the first annual general meeting of the holder that is held after the director’s appointment; and
(b)a director of a holder of a capital markets services licence for REIT management is an independent director if the director —
(i)is independent from the management of the holder and the REIT that is managed or operated by the holder;
(ii)is independent from any business relationship with the holder and the REIT that is managed or operated by the holder;
(iii)is independent from every substantial shareholder of the holder, and every substantial unitholder of the REIT;
(iv)is not a substantial shareholder of the holder, or a substantial unitholder of the REIT that is managed or operated by the holder; and
(v)has not served as a director of the holder for a continuous period of 9 years or longer.
(8)  Despite paragraph (7)(b), a director of the holder who does not satisfy any condition mentioned in paragraph (7)(b)(i), (ii) or (iii) may nevertheless be treated as an independent director of the holder if the board of the holder is satisfied that the director is able to act in the best interests of all the unitholders of the REIT that is managed or operated by the holder, as a whole.
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Disclosure of director’s independence in annual reports of REIT
13E.  A holder of a capital markets services licence for real estate investment trust management must ensure that —
(a)at the end of each financial year of that REIT, its board ascertains for the financial year that has ended —
(i)whether each director had during that financial year been independent from the management of the holder and the REIT that is managed or operated by the holder;
(ii)whether each director had during that financial year been independent from any business relationship with the holder and the REIT that is managed or operated by the holder;
(iii)whether each director had during that financial year been independent from every substantial shareholder of the holder, and every substantial unitholder of the REIT that is managed or operated by the holder;
(iv)whether each director had during that financial year been a substantial shareholder of the holder, or a substantial unitholder of the REIT that is managed or operated by the holder;
(v)whether each director had, as at the last day of the financial year, served as a director of the holder for a continuous period of 9 years or longer; and
(vi)whether, in the board’s opinion, any director who had been treated as an independent director of the holder under regulation 13D(8) had ceased during that financial year to be able to act in the best interests of all the unitholders of the REIT that was managed or operated by the holder as a whole;
(b)the annual report of the REIT that is issued for the financial year under the listing rules of the approved exchange on which all or any of the units of the REIT are listed —
(i)contains the following disclosures by the board:
(A)whether each director had during that financial year been independent from the management of the holder and the REIT that is managed or operated by the holder, and if not, the reasons for the director not being so independent;
(B)whether each director had during that financial year been independent from any business relationship with the holder and the REIT that is managed or operated by the holder, and if not, the reasons for the director not being so independent;
(C)whether each director had during that financial year been independent from every substantial shareholder of the holder, and every substantial unitholder of the REIT that is managed or operated by the holder, and if not, the reasons for the director not being so independent;
(D)whether each director had during that financial year been a substantial shareholder of the holder, or a substantial unitholder of the REIT that is managed or operated by the holder;
(E)whether any director had as at the last day of the financial year, served as a director of the holder for a continuous period of 9 years or longer; and
(F)whether the board is satisfied that, as at the last day of the financial year, any director was able to act in the best interests of all the unitholders of the REIT that was managed or operated by the holder as a whole despite not being independent as mentioned in sub-paragraph (A), (B) or (C); and
(ii)contains a statement, in respect of each director in relation to whom a disclosure under sub-paragraph (i)(F) is made, that as at the last day of the financial year, the director was able to act in the best interests of all the unitholders of the REIT that was managed or operated by the holder as a whole.
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Independence from management of holder and REIT managed or operated by holder
13F.—(1)  For the purposes of regulations 13D(7)(b)(i) and 13E(a)(i) and (b)(i)(A), a director of a holder of a capital markets services licence for real estate investment trust management is independent from the management of the holder and the REIT that is managed or operated by the holder if the director does not have a management relationship with any of the following persons:
(a)the holder of the capital markets services licence;
(b)a related corporation of the holder;
(c)the trustee of the REIT that is managed or operated by the holder.
(2)  For the purposes of paragraph (1)(a), a director has a management relationship with the holder if —
(a)the director —
(i)is currently employed by the holder; or
(ii)has been employed by the holder at any time during the current financial year of the holder, or any of the 3 financial years of the holder that immediately precedes that financial year;
(b)the director is accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of the holder; or
(c)any member of the director’s immediate family —
(i)is currently employed by the holder as an executive officer of the holder; or
(ii)has been employed by the holder as an executive officer of the holder at any time during the current financial year of the holder, or any of the 3 financial years of the holder that immediately precedes that financial year.
(3)  For the purposes of paragraph (1)(b), a director has a management relationship with a related corporation of the holder (called in this paragraph the related corporation) if —
(a)the director —
(i)is currently employed by the related corporation; or
(ii)has been employed by the related corporation at any time during the current financial year of the related corporation, or any of the 3 financial years of the related corporation that immediately precedes that financial year;
(b)the director is accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of the related corporation; or
(c)any member of the director’s immediate family —
(i)is currently employed by a related corporation as an executive officer of the related corporation; or
(ii)has been employed by a related corporation as an executive officer of the related corporation at any time during the current financial year of the related corporation, or any of the 3 financial years of the related corporation that immediately precedes that financial year.
(4)  For the purposes of paragraph (1)(c), a director has a management relationship with the trustee of the REIT that is managed or operated by the holder (called in this paragraph the trustee) if —
(a)the director —
(i)is currently employed by the trustee; or
(ii)has been employed by the trustee at any time during the current financial year of the trustee, or any of the 3 financial years of the trustee that immediately precedes that financial year;
(b)the director is accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of the trustee; or
(c)any member of the director’s immediate family —
(i)is currently employed by the trustee as an executive officer of the trustee; or
(ii)has been employed by the trustee as an executive officer of the trustee at any time during the current financial year of the trustee, or any of the 3 financial years of the trustee that immediately precedes that financial year.
[S 667/2018 wef 08/10/2018]
Independence from business relationship with holder and REIT managed or operated by holder
13G.—(1)  For the purposes of regulations 13D(7)(b)(ii) and 13E(a)(ii) and (b)(i)(B), a director of a holder of a capital markets services licence for real estate investment trust management is independent from any business relationship with the holder and the REIT that is managed or operated by the holder if the director does not have a business relationship with any of the following persons (each called in this regulation a relevant person):
(a)the holder of the capital markets services licence;
(b)a related corporation of the holder;
(c)the trustee of the REIT that is managed or operated by the holder;
(d)an officer of a person mentioned in sub-paragraph (a), (b) or (c).
(2)  For the purpose of paragraph (1), a director has a business relationship with a relevant person if —
(a)any of the following persons has in the current or immediately preceding financial year of the holder, made any payment to, or received any payment from, the relevant person:
(i)a corporation that carries on business for purposes of profit of which the director is a substantial shareholder, a director or an executive officer;
(ii)a partnership that carries on business for purposes of profit of which the director is a partner;
(iii)the director in his capacity as a sole proprietor of a business carried on for purposes of profit; or
(b)the director is receiving or has received any payment from the relevant person at any time during the current or immediately preceding financial year of the holder, other than —
(i)in the case where the relevant person is the holder of the capital markets services licence —
(A)fees received for the director’s service as a director of the holder; and
(B)salary received for the director’s service as an employee of the holder; or
(ii)in any other case, salary received for the director’s service as an employee of the relevant person.
[S 667/2018 wef 08/10/2018]
Independence from substantial shareholder of holder and substantial unitholder of REIT
13H.—(1)  For the purposes of regulations 13D(7)(b)(iii) and 13E(a)(iii) and (b)(i)(C), a director of a holder of a capital markets services licence for real estate investment trust management is independent from every substantial shareholder of the holder, and every substantial unitholder of the REIT that is managed or operated by the holder if the director is not connected to any of the following persons (each called in this regulation a relevant person):
(a)a substantial shareholder of the holder;
(b)a substantial unitholder of the REIT.
(2)  For the purposes of paragraph (1), a director is connected to a relevant person if —
(a)where the relevant person is an individual, the director is —
(i)a member of the immediate family of the relevant person;
(ii)employed by the relevant person;
(iii)a partner of a firm or a limited liability partnership of which the relevant person is also a partner; or
(iv)accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the relevant person; and
(b)where the relevant person is a corporation, the director is —
(i)employed by the relevant person;
(ii)employed by a related corporation or an associated corporation of the relevant person;
(iii)a director of the relevant person;
(iv)a director of a related corporation or an associated corporation of the relevant person;
(v)a partner of a firm or a limited liability partnership of which the relevant person is also a partner; or
(vi)accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the relevant person.
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Exemptions
14.—(1)  Each person specified in the Second Schedule is exempted from section 82(1) or section 99B(1) (as the case may be) of the Act, in the circumstances specified in that Schedule.
(2)  Where a person acts as a representative of any person specified in paragraphs 1 to 7 of the Third Schedule to the Act (referred to in this paragraph as the principal), he shall be exempted from section 99B(1) of the Act, in so far as —
(a)the type and scope of the regulated activity carried out by the person acting as a representative are within or the same as the type and scope of the regulated activity carried out by the principal in his capacity as specified in the relevant paragraph of the Third Schedule to the Act; and
(b)the manner in which the person acting as a representative carries out the regulated activity is the same as the manner in which the principal carries out the regulated activity in his capacity as specified in the relevant paragraph of the Third Schedule to the Act.
(3)  Where a person acts as a representative of a foreign company specified in paragraph 9 of the Third Schedule to the Act, the person acting as a representative shall be exempted from section 99B(1) of the Act, in so far as he complies with every condition or restriction imposed on the foreign company pursuant to an approval granted for the arrangement between the foreign company and its related corporation under that paragraph, where such condition or restriction is applicable to him.
(4)  A person who is exempted from holding a capital markets services licence under section 99(1)(a), (b), (c) or (d) of the Act shall lodge with the Authority —
(a)where, on or after 8 October 2018, the person commences business in —
(i)any regulated activity; or
(ii)the regulated activity of dealing in capital markets products in respect of any additional type of capital markets products,
a notice of such commencement in Form 26 not later than 14 days prior to the commencement of business or such later date as the Authority may allow in any particular case;
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(aa)where, immediately before 8 October 2018, the person was exempted under section 99(1)(a) or (b) of the Act from holding a capital markets services licence and was carrying on business in dealing in specified contracts, a notice of that fact in Form 26 not later than 8 October 2021 or such later date as the Authority may allow in any particular case; or
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[S 832/2020 wef 30/09/2020]
(ab)where, immediately before 8 October 2018, the person was exempted under section 99(1)(c) of the Act from holding a capital markets services licence and was carrying on business in dealing in specified OTC derivatives contracts, a notice of that fact in Form 26 not later than 8 October 2021 or such later date as the Authority may allow in any particular case;
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[S 832/2020 wef 30/09/2020]
(b)where the person ceases business in any or all of the regulated activities, or ceases business in dealing in any capital markets product, for which notice has been given in —
(i)Form 26 under sub-paragraph (a), (aa) or (ab);
(ii)Form 26 under regulation 14(4)(a) in force immediately before 26th November 2010; or
(iii)Form 27 under regulation 14(4)(b) in force immediately before 26th November 2010,
a notice of cessation in Form 29, not later than 14 days after the cessation or such later date as the Authority may allow;
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(c)where there is any change in any particulars required to be notified in —
(i)Form 26 under sub-paragraph (a), (aa) or (ab);
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(ii)Form 26 under regulation 14(4)(a) in force immediately before 26th November 2010; or
(iii)Form 27 under regulation 14(4)(b) in force immediately before 26th November 2010,
a notice of such change in Form 27, not later than 14 days after the date of change or such later date as the Authority may allow in any particular case;
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(d)a declaration by the person in Form 28 within 14 days or such longer period as the Authority may allow after the end of the financial year of the person;
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(e)where the person intends to appoint an appointed representative in respect of a type of capital markets products in addition to that indicated against the appointed representative’s name in the public register of representatives, a notice of such intention in Form 6; and
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(f)where an appointed representative, temporary representative or provisional representative of the person ceases to act as a representative in respect of a type of capital markets products that is indicated against the representative’s name in the public register of representatives, a notice of such cessation in Form 8 no later than the next business day after the date of such cessation.
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(4A)  A person must not act as a representative of a person who is exempted from holding a capital markets services licence under section 99(1)(a), (b), (c) or (d) of the Act in respect of any type of capital markets products unless the firstmentioned person is indicated in the public register of representatives as a representative of the second-mentioned person in respect of that type of capital markets products.
[S 667/2018 wef 08/10/2018]
(5)  If a holder of a capital markets services licence for fund management does not carry on business in any regulated activity other than the management of portfolios of specified products on behalf of venture capital funds, the holder of the licence is exempt from the specified provisions (called in this regulation a venture capital fund manager).
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(6)  A venture capital fund manager must lodge with the Authority an annual declaration in Form 25A within one month after the end of each of its financial years.
(7)  A person who acts as a representative of a venture capital fund manager is exempt from section 99B(1) of the Act, insofar as —
(a)the type and scope of the regulated activity carried out by the person acting as a representative are within or the same as the type and scope of the regulated activity carried out by the venture capital fund manager; and
(b)the manner in which that person acting as a representative carries out the regulated activity is the same as the manner in which the venture capital fund manager carries out the regulated activity.
(8)  In this regulation —
“committed capital”, in relation to a venture capital fund, means the total amount that the participants of the venture capital fund have agreed to contribute to the venture capital fund;
“participant”, in relation to a venture capital fund, means a person who participates in a venture capital fund by way of owning one or more units in a venture capital fund;
“special purpose vehicle of the arrangement” means a corporation of which the arrangement is a member or a partnership of which the arrangement is a partner, where the only activity of the corporation or partnership is the holding or owning of specified products acquired by the arrangement;
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“specified contract” and “specified OTC derivatives contract” have the meanings given to them in regulation 56;
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“specified provisions” means —
(a)Division 2 of Part 4 of the Act;
[S 226/2023 wef 31/12/2021]
(b)Divisions 2 and 3 of Part 5 of the Act;
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(c)sections 96 and 97A to 97I of the Act;
(d)Parts III, IV and V of these Regulations; and
(e)regulations 3A, 3B, 3C, 4, 4A, 5, 9A, 11B, 12, 13, 13A, 13B and 13C of these Regulations;
“unit”, in relation to a venture capital fund, means a right or interest (however described) in a venture capital fund (whether or not constituted as an entity), and includes an option to acquire any such right or interest in the venture capital fund;
“venture capital fund” means an arrangement in respect of a portfolio of specified products that are not listed for quotation or quoted on an approved exchange or an overseas exchange —
(a)under which —
(i)the participants do not have day‑to‑day control over the management of the portfolio of specified products, whether or not they have the right to be consulted or to give directions in respect of such management;
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(ii)the portfolio of specified products is managed as a whole by a venture capital fund manager;
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(iii)the contributions of the participants and the profits or income from which payments are to be made to them are pooled; and
(iv)no more than 20% of the committed capital of the arrangement is applied towards acquisitions other than acquisitions of specified products that are allotted to the arrangement, or to a special purpose vehicle of the arrangement, by an entity that was incorporated or formed 10 years or less before the date on which the arrangement first acquired (whether directly or indirectly) any specified products allotted by that entity;
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[S 496/2024 wef 07/06/2024]
(b)the sole purpose or effect of which is to enable the participants (whether by acquiring any right, interest, title or benefit in the portfolio of specified products or any part of the portfolio of specified products or otherwise) —
(i)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the portfolio of specified products or any part of the portfolio of specified products; or
(ii)to receive sums paid out of such profits, income, or other payments or returns;
[S 667/2018 wef 08/10/2018]
(c)the units of which —
(i)are exclusively non‑redeemable at the election of the participants; and
(ii)are not the subject of any offer or invitation for subscription or purchase at any time other than the offer period of the arrangement; and
(d)in which every participant is an accredited investor or an institutional investor.
Holders of capital markets services licences and representatives, etc., to be fit and proper persons
14A.—(1)  The holder of a capital markets services licence shall ensure that —
(a)it is a fit and proper person to carry on business in the regulated activity for which it is licensed;
(b)its representatives are fit and proper persons to carry out that regulated activity as its representatives;
(c)its chief executive officer, directors or equivalent persons are fit and proper persons for office; and
(d)its substantial shareholders or equivalent persons are fit and proper persons in their capacity as such.
(2)  For the purposes of section 99(4) of the Act —
(a)a person who is exempted from holding a capital markets services licence under section 99(1)(a), (b), (c), (d), (f) or (g) of the Act shall ensure that —
(i)he is a fit and proper person to carry on business in the regulated activity for which he is exempted; and
(ii)his representatives are fit and proper persons to carry out that regulated activity as his representatives; and
(b) a corporation that is exempted from holding a capital markets services licence under paragraph 3(1)(d) or 3A(1)(d) of the Second Schedule, or a person who is exempted from holding a capital markets services licence under paragraph 7(1)(b) of the Second Schedule shall ensure that —
(i)he is a fit and proper person to carry on business in the regulated activity for which he is exempted;
(ii)his representatives are fit and proper persons to carry out that regulated activity as his representatives; and
(iii)where the person is an entity —
(A)its directors or equivalent persons are fit and proper persons for office;
(B)its substantial shareholders or equivalent persons are fit and proper persons to be in such capacity; and
(C)persons (other than a person referred to in sub-paragraph (A) or (B)) alone or acting together with any connected person, who —
(CA)control, directly or indirectly, not less than 20% of the voting power or such equivalent decision-making power in the entity; or
(CB)acquire or hold, directly or indirectly, not less than 20% of the issued shares or such equivalent share of ownership of the entity,
are fit and proper persons to control such power or hold such shares or share of ownership.
[S 667/2018 wef 08/10/2018]
[S 637/2024 wef 01/08/2024]
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Last updated 3 May 2025
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