Securities and Futures Act |
Securities and Futures (Central Depository System) Regulations 2015 |
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Citation and commencement |
1. These Regulations may be cited as the Securities and Futures (Central Depository System) Regulations 2015 and come into operation on 3 January 2016. |
Definitions |
2. In these Regulations, unless the context otherwise requires —
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Forms |
Control of depository agents by Depository |
4.—(1) No person may be approved as a depository agent by the Depository unless the Depository is satisfied that —
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Duties of Depository |
5.—(1) The Depository must establish and maintain a system of procedures to enable and facilitate the evidencing and transfer of title to book‑entry securities.
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Duties of depository agents |
6. A depository agent must —
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Rights and obligations of depositor in his or her book-entry security are same as depositor’s deposited security |
7. All the rights that are attached to the documents evidencing title representing the securities that are deposited with the Depository and all obligations to which those documents evidencing title are subject, are to be treated as subsisting and attaching to the book‑entry securities registered in the name of the depositor in the Depository Register. |
No law requiring proper instrument of transfer and documents evidencing title to validate transfer of securities applies to transfer of book-entry securities |
8. Where in any written law or rule of law it is provided that, in a contract to transfer title to a security, the transferor must execute and deliver a proper instrument of transfer together with the documents evidencing title relating to the security, such written law or rule of law does not apply to the transfer of a book‑entry security. |
Record of entry in depositor’s account prima facie evidence |
9. A record of an entry in an account holder’s account or in a sub‑account holder’s account kept and maintained by the Depository or the depository agent, respectively, is prima facie evidence of the truth of the matters recorded in respect of the entry. |
Jumbo certificates and marketable lots |
10. The Depository may require an issuer to issue, in the name of the Depository or its nominee, share certificates in jumbo lots and in marketable lots. |
Procedure for transmission of title on death or bankruptcy |
11.—(1) This regulation applies where title to a book‑entry security has devolved on a person (called in this regulation the successor) as a result of death or bankruptcy of a person (or in the case of a body corporate its dissolution).
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Procedure on transmission of title by Court order |
12.—(1) Where by virtue of any provision in the Act, the Companies Act (Cap. 50) or any other written law, the title to a book‑entry security is by a Court order transferred to or vested in another person (called in this regulation the successor), the procedures in this regulation must be followed.
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Orders restraining transfer or dealing in book‑entry securities |
13.—(1) Where in any judicial proceedings an injunction or other Court order is made or where a Ministerial order under section 245 of the Companies Act (Cap. 50) is issued which has the effect of restraining the transfer of a book‑entry security or restraining any dealing in a book‑entry security, the order may be served upon the Depository where it relates to an account holder and upon a depository agent where the order relates to a sub‑account.
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Period in which records to be kept by Depository and depository agents |
14. The Depository and every depository agent must keep a copy of all records and communications received or given by it which relate to an account holder’s account or sub‑account holder’s account, as the case may be, for a period of not less than 5 years. |
Certificate of authorised officer to be evidence |
15. In any legal proceedings, a copy of any instrument kept by the Depository or an entry in the record kept and maintained by the Depository, duly certified under the hand of such officer of the Depository as is authorised by the Depository is prima facie evidence of the entry having been made, and of the truth of the contents of the instrument or the entry, respectively. |
Six-monthly statements of accounts to be sent by Depository |
16.—(1) The Depository must issue to all depositors —
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Duty of Depository to keep certain records |
17.—(1) The Depository must keep or cause to be kept such records and accounts, in sufficient detail, so as to show particulars of —
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Physical stock count of documents evidencing title and other documents |
18.—(1) For the purposes of verifying the accuracy of the Depository Register and any record of account relating to depositors kept by the Depository, the Depository must, before or at the end of every quarter during a financial year, conduct a stock count of all documents evidencing title and any other document related to such documents held in custody by, or in the name of, the Depository or its nominee company.
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Procedure for withdrawal of securities |
19.—(1) A depositor may, on application in writing to the Depository, withdraw any document evidencing title relating to the depositor’s book‑entry securities that are standing to the credit of the depositor’s account with the Depository.
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Securities interest — Forms |
20.—(1) An instrument of —
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Creation of certain security interests by sub-account holders and depository agents under common law not precluded |
21.—(1) Nothing in section 81SS of the Act or these Regulations is to be construed as precluding —
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Subsistence of security interests created before securities converted into book-entry securities |
22. Where any security interest in securities is created under any rule of law and subsists or remains in force immediately before such securities are brought under the provisions of —
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Security interests created by assignment to include all securities |
23. Where any assignment of book‑entry securities is made in accordance with —
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Audit |
24.—(1) Despite anything in the Companies Act (Cap. 50), the Depository must —
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Approval of depository fee by Authority |
25.—(1) The Depository must not, without the prior approval of the Authority —
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Duty to comply with rules of Depository |
26. Any person who is an account holder, a sub‑account holder, a depository agent, an issuer or a user of the Central Depository System must comply with, enforce or give effect to the rules of the Depository to the extent to which those rules are applicable to that person. |
Depository not liable for failure of electronic system of Depository |
27. Apart from any wilful act, omission, neglect or default on the part of the Depository or its employees affecting the electronic system of the Depository, the Depository is not liable for any loss or damage suffered or incurred by a depository agent or a depositor that is attributable to the failure of that system. |
Penalty |
28. Any person who contravenes regulation 5, 6, 11(3) or (5), 12(2) or (4), 13(2), 14, 16(1) or (2), 17(1) or (2), 18(1) or (2), 19(2), (4) or (5)(c) or (d) or 24(1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. |
Application of sections 150 and 150A of Act |
29.—(1) Subject to the modification in paragraph (2), section 150 of the Act applies to enable the Authority to inspect under conditions of secrecy the books of the Depository in the same manner and extent as it enables the Authority to inspect the books of any of the persons referred to in section 150(1) of the Act.
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Savings and transitional provisions |
30.—(1) Any act, matter or thing that was done under or for the purposes of any provision of the Companies (Central Depository System) Regulations (Cap. 50, Rg 2) in force immediately before 3 January 2016 is taken to have been done for the purposes of the corresponding provision under these Regulations.
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Managing Director, Monetary Authority of Singapore. |
[CMD/MCP/02/2015; AG/LLRD/SL/289/2010/35 Vol. 1] |