Division 1 — Transfer of business of bank
Interpretation of this Division
Open ↗55A. In this Division, unless the context otherwise requires —“business” includes affairs, property, right, obligation and liability;
“Court” means the General Division of the High Court;
“debenture” has the meaning given by section 4(1) of the Companies Act 1967;
“property” includes property, right and power of every description;
“transferee” means a bank in Singapore, or a company which has applied for or will be applying for a bank licence to carry on banking business in Singapore, to which the whole or part of a transferor’s business is, or is to be, or is proposed to be, transferred under this Division;
“transferor” means a bank in Singapore, the whole or part of the business of which is, or is to be, or is proposed to be, transferred under this Division.[40/2019; 1/2020]
Conditions for transfer of business
Open ↗55B.—(1) A transferor may voluntarily transfer the whole or any part of its business (including its non-banking business) to a transferee which is licensed to carry on banking business in Singapore, if —(a)
where the transferor is a bank incorporated in Singapore, the Minister has consented to the transfer or has certified that the Minister’s consent is not required;
(b)
where the transferor is a bank incorporated outside Singapore, the business to be transferred is reflected in the books of the transferor in Singapore in relation to its operations in Singapore;
(c)
the transfer involves the whole or part of the banking business of the transferor; and
(d)
the Court has approved the transfer.[5/2016]
(1A) A transferor must transfer the whole or any part of its banking business in Singapore to a company incorporated by the bank or its parent bank under the Companies Act 1967 for the purpose of carrying on that business or that part of the business, if —(a)
it is directed by the Authority under section 55BA to do so; and
(b)
the Court has approved the transfer.[5/2016]
(2) Subsections (1) and (1A) do not affect the right of a bank to transfer the whole or any part of its business under any law.[5/2016]
(3) The Minister may consent to a transfer under subsection (1)(a) if —(a)
the Authority is satisfied that —(i)
the transferee is a fit and proper person; and
(ii)
the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act; and
(b)
the Minister is satisfied that it is in the national interest to do so.
(4) The Minister or the Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division, whether the transferor is a bank incorporated in or outside Singapore.
(5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally.
(6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee.
Power to require incorporation and transfer of business
Open ↗55BA.—(1) The Authority may, by written notice to a bank incorporated outside Singapore, direct the bank to transfer the whole or any part of its banking business in Singapore to a company incorporated or to be incorporated by the bank or its parent bank under the Companies Act 1967.[5/2016]
(2) The bank that is so directed by the Authority must —(a)
apply to the Court, within the period specified in the notice (including any extension approved by the Authority), for the Court’s approval of the transfer of the whole or any part of its banking business in Singapore to a company incorporated or to be incorporated by the bank or its parent bank under the Companies Act 1967 for the purpose of carrying on that business or that part of the business, and use all reasonable efforts to obtain such approval; and
(b)
upon approval of the Court, incorporate such company (if applicable), and transfer that business or that part of the business to the company in accordance with the terms of the approval and within such time as the Authority may specify in the notice (including any extension approved by the Authority).[5/2016]
(3) The Authority may only make the direction in subsection (1) if it is of the opinion that —(a)
it is necessary or expedient in the public interest;
(b)
it is in the interest of the depositors of the bank; or
(c)
it is in the interest of the financial system in Singapore,
for the bank to carry out the acts mentioned in that subsection.
[5/2016]
(4) A bank which fails to comply with a notice under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.[5/2016]
Approval of transfer
Open ↗55C.—(1) A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to a transferee under this Division.
(2) Before making the application —(a)
the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;
(b)
where the transferor is a bank incorporated in Singapore, the transferor must obtain the consent of the Minister or the certification of the Minister that the Minister’s consent is not required;
(c)
the transferor and the transferee must, if they intend to serve on their respective customers a summary of the transfer, obtain the approval of the Authority of the summary;
(d)
the transferor must, at least 15 days before the application is made, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of its intention to make the application and containing such other particulars as may be prescribed, not earlier than one month after the report is lodged with the Authority under paragraph (a);
(e)
the transferor and the transferee must keep at their respective offices in Singapore a copy of the report mentioned in paragraph (a) for a period of 15 days after the publication of the notice in the Gazette under paragraph (d), for the purpose of inspection by any person who may be affected by the transfer; and
(f)
unless the Court directs otherwise, the transferor and the transferee must serve on their respective customers affected by the transfer at least 15 days before the application is made, a copy of the report mentioned in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).
(3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —(a)
have the right to appear and be heard before the Court in any proceedings relating to the transfer; and
(b)
may make any application to the Court in relation to the transfer.
(4) Where the transferor is a bank incorporated in Singapore, the Court must not approve the transfer if the Minister has not consented to the transfer and has not certified that the Minister’s consent is not required.
(5) The Court may, after taking into consideration the views (if any) of the Minister and the Authority —(a)
approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or
(b)
refuse to approve the transfer.[5/2016]
(5A) In an application made on a direction issued under section 55BA(1) by the Authority, the transferor must notify the Authority immediately if the Court —(a)
approved the transfer of business subject to any modification; or
(b)
refused to approve the transfer of business. [5/2016]
(6) If the transferee is not licensed to carry on banking business in Singapore, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee becoming so licensed.
(7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:(a)
the transfer to the transferee of the whole or any part of the business of the transferor;
(b)
the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;
(c)
the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;
(d)
the dissolution, without winding up, of the transferor;
(e)
the provisions to be made for persons who are affected by the transfer;
(f)
such incidental, consequential and supplementary matters as are, in its opinion, necessary to secure that the transfer is fully effective.
(8) An order under subsection (7) may —(a)
provide for the transfer of any business whether or not the transferor otherwise has the capacity to effect the transfer in question;
(b)
make provision in relation to any property which is held by the transferor as trustee; and
(c)
make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which such right or liability may arise.
(9) Subject to subsection (10), if an order is made under subsection (7), then by virtue of the order the business (or any part of the business) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which is by virtue of the transfer to cease to have effect.
(10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.
(11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory.
(12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days of the order —(a)
a copy of the order with the Registrar and with the Authority; and
(b)
where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.
(13) A transferor or a transferee which fails to comply with subsection (12) and every officer of the transferor or the transferee who fails to take all reasonable steps to secure compliance by the transferor or the transferee (as the case may be) with that subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.
(14) For the purposes of this section, where the transfer is one mentioned in section 55B(1A) and the transferee has yet to be incorporated when the application is made to the Court —(a)
subsections (2), (5), (12) and (13) apply as if there is no reference to the transferee;
(b)
the reference in subsection (6) to the transferee becoming licensed to carry on banking business in Singapore is a reference to the transferee at the time it is incorporated and so licensed; and
(c)
a reference in subsections (7), (9) and (11) to the transferee is a reference to the transferee when it is incorporated.[5/2016]
Division 5 — Miscellaneous
Power to obtain information under this Part
Open ↗55N.—(1) The Minister or the Authority may require a person to provide, within the period and in the manner specified by the Minister or the Authority, any information that the Minister or the Authority may reasonably require for the discharge of the Minister’s or the Authority’s duties or functions, or the exercise of the Minister’s or the Authority’s powers, under this Part.
(2) Any person who —(a)
without reasonable excuse, fails to comply with any requirement under subsection (1); or
(b)
in purported compliance with any requirement under subsection (1), provides any information knowing or reckless that the information is false or misleading in a material particular,
shall be guilty of an offence and shall be liable on conviction —
(c)
in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or
(d)
in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.[5/2016]
(3) Where a person claims, before providing the Authority with any information that the person is required to provide under subsection (1), that the information might tend to incriminate the person, the information is not admissible in evidence against the person in criminal proceedings other than proceedings under this section.[5/2016]
Regulations for this Part
Open ↗55P. The Minister may make such regulations as may be necessary or expedient for carrying out the purposes and provisions of this Part and for prescribing anything that may be required to be prescribed under this Part.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
