§ 67 — Offences by corporations, unincorporated associations or partnerships

67.—(1) Where, in a proceeding for an offence under this Act, it is necessary to prove the state of mind of a corporation, an unincorporated association or a partnership in relation to a particular conduct, the following is evidence that the corporation, unincorporated association or partnership (as the case may be) had that state of mind:(a)

in the case of a corporation, evidence that —(i)

an officer, employee or agent of the corporation engaged in that conduct within the scope of his or her actual or apparent authority; and

(ii)

the officer, employee or agent had that state of mind;

(b)

in the case of an unincorporated association or a partnership, evidence that —(i)

an employee or agent of the unincorporated association or partnership engaged in that conduct within the scope of his or her actual or apparent authority; and

(ii)

the employee or agent had that state of mind.

(2) Where a corporation commits an offence under this Act, a person —(a)

who is —(i)

an officer of the corporation; or

(ii)

an individual involved in the management of the corporation and in a position to influence the conduct of the corporation in relation to the commission of the offence; and

(b)

who —(i)

consented or connived, or conspired with others, to effect the commission of the offence;

(ii)

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the corporation; or

(iii)

knew or ought reasonably to have known that the offence by the corporation (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,

shall be guilty of that same offence as is the corporation, and shall be liable on conviction to be punished accordingly.

(3) Where an unincorporated association or a partnership commits an offence under this Act, a person —(a)

who is —(i)

an officer of the unincorporated association or a member of its governing body;

(ii)

a partner in the partnership; or

(iii)

an individual involved in the management of the unincorporated association or partnership and in a position to influence the conduct of the unincorporated association or partnership in relation to the commission of the offence; and

(b)

who —(i)

consented or connived, or conspired with others, to effect the commission of the offence;

(ii)

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the unincorporated association or partnership; or

(iii)

knew or ought reasonably to have known that the offence by the unincorporated association or partnership (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,

shall be guilty of that same offence as is the unincorporated association or partnership (as the case may be), and shall be liable on conviction to be punished accordingly.

(4) A person mentioned in subsection (2) or (3) may rely on a defence that would be available to the corporation, unincorporated association or partnership (as the case may be) if it were charged with the offence with which the person is charged and, in doing so, the person bears the same burden of proof that the corporation, unincorporated association or partnership (as the case may be) would bear.

(5) To avoid doubt, subsection (2) or (3) does not affect the liability of a corporation, an unincorporated association or a partnership (as the case may be) for an offence under this Act, and applies whether or not the corporation, unincorporated association or partnership (as the case may be) is convicted of the offence.

(6) To avoid doubt, this section does not affect the application of —(a)

Chapters 5 and 5A of the Penal Code 1871; or

(b)

the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence.

(7) Regulations under section 75 may provide for the application of any provision of this section, with any modifications that the Minister considers appropriate, to any corporation, unincorporated association or partnership formed or recognised under the law of a territory outside Singapore.

(8) In this section —“corporation” includes a limited liability partnership;

“officer” —(a)

in relation to a corporation — means any director, partner, chief executive, manager, secretary or other similar officer of the corporation, and includes —(i)

any person purporting to act in any such capacity; and

(ii)

for a corporation whose affairs are managed by its members, any of those members as if the member were a director of the corporation; and

(b)

in relation to an unincorporated association (other than a partnership) — means the president, the secretary, or any member of the committee of the unincorporated association, and includes —(i)

any person holding a position analogous to that of president, secretary or member of a committee of the unincorporated association; and

(ii)

any person purporting to act in any such capacity;

“partner” includes a person purporting to act as a partner;

“state of mind” of a person includes —(a)

the knowledge, intention, opinion, belief or purpose of the person; and

(b)

the person’s reasons for the intention, opinion, belief or purpose.

—(1) Where, in a proceeding for an offence under this Act, it is necessary to prove the state of mind of a corporation, an unincorporated association or a partnership in relation to a particular conduct, the following is evidence that the corporation, unincorporated association or partnership (as the case may be) had that state of mind:(a)

in the case of a corporation, evidence that —(i)

an officer, employee or agent of the corporation engaged in that conduct within the scope of his or her actual or apparent authority; and

(ii)

the officer, employee or agent had that state of mind;

(b)

in the case of an unincorporated association or a partnership, evidence that —(i)

an employee or agent of the unincorporated association or partnership engaged in that conduct within the scope of his or her actual or apparent authority; and

(ii)

the employee or agent had that state of mind.

(2) Where a corporation commits an offence under this Act, a person —(a)

who is —(i)

an officer of the corporation; or

(ii)

an individual involved in the management of the corporation and in a position to influence the conduct of the corporation in relation to the commission of the offence; and

(b)

who —(i)

consented or connived, or conspired with others, to effect the commission of the offence;

(ii)

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the corporation; or

(iii)

knew or ought reasonably to have known that the offence by the corporation (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,

shall be guilty of that same offence as is the corporation, and shall be liable on conviction to be punished accordingly.

(3) Where an unincorporated association or a partnership commits an offence under this Act, a person —(a)

who is —(i)

an officer of the unincorporated association or a member of its governing body;

(ii)

a partner in the partnership; or

(iii)

an individual involved in the management of the unincorporated association or partnership and in a position to influence the conduct of the unincorporated association or partnership in relation to the commission of the offence; and

(b)

who —(i)

consented or connived, or conspired with others, to effect the commission of the offence;

(ii)

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the unincorporated association or partnership; or

(iii)

knew or ought reasonably to have known that the offence by the unincorporated association or partnership (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,

shall be guilty of that same offence as is the unincorporated association or partnership (as the case may be), and shall be liable on conviction to be punished accordingly.

(4) A person mentioned in subsection (2) or (3) may rely on a defence that would be available to the corporation, unincorporated association or partnership (as the case may be) if it were charged with the offence with which the person is charged and, in doing so, the person bears the same burden of proof that the corporation, unincorporated association or partnership (as the case may be) would bear.

(5) To avoid doubt, subsection (2) or (3) does not affect the liability of a corporation, an unincorporated association or a partnership (as the case may be) for an offence under this Act, and applies whether or not the corporation, unincorporated association or partnership (as the case may be) is convicted of the offence.

(6) To avoid doubt, this section does not affect the application of —(a)

Chapters 5 and 5A of the Penal Code 1871; or

(b)

the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence.

(7) Regulations under section 75 may provide for the application of any provision of this section, with any modifications that the Minister considers appropriate, to any corporation, unincorporated association or partnership formed or recognised under the law of a territory outside Singapore.

(8) In this section —“corporation” includes a limited liability partnership;

“officer” —(a)

in relation to a corporation — means any director, partner, chief executive, manager, secretary or other similar officer of the corporation, and includes —(i)

any person purporting to act in any such capacity; and

(ii)

for a corporation whose affairs are managed by its members, any of those members as if the member were a director of the corporation; and

(b)

in relation to an unincorporated association (other than a partnership) — means the president, the secretary, or any member of the committee of the unincorporated association, and includes —(i)

any person holding a position analogous to that of president, secretary or member of a committee of the unincorporated association; and

(ii)

any person purporting to act in any such capacity;

“partner” includes a person purporting to act as a partner;

“state of mind” of a person includes —(a)

the knowledge, intention, opinion, belief or purpose of the person; and

(b)

the person’s reasons for the intention, opinion, belief or purpose.