Division 1 — Responsibilities and powers
Trustee‑manager to be company and not to carry on any other business
Open ↗6.—(1) A person other than a company (not being an exempt private company) must not act as the trustee‑manager of a registered business trust.
(2) The business of a registered business trust must be managed and operated only by the trustee‑manager of the registered business trust.
(3) The trustee‑manager of a registered business trust must not carry on any business other than the management and operation of the registered business trust as its trustee‑manager.
(4) Any person who contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Secretary
Open ↗7.—(1) The trustee‑manager of a registered business trust must ensure that its secretary is a person who —(a)
for at least 3 years in the period of 5 years immediately preceding his or her appointment as secretary, held the office of secretary of a company or trustee‑manager of a registered business trust;
(b)
is a qualified person under the Legal Profession Act 1966, a public accountant, a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators or a member of any other professional association that may be prescribed; or
(c)
is, by virtue of such academic or professional qualifications as may be prescribed, capable of discharging the functions of secretary of the trustee‑manager.
(2) Any trustee‑manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence.
Trustee‑manager to operate registered business trust and power to appoint agents
Open ↗8.—(1) The trustee‑manager of a registered business trust must —(a)
manage and operate the registered business trust in accordance with the provisions of this Act and the trust deed of the registered business trust; and
(b)
perform the functions conferred on it by the trust deed and the provisions of this Act.
(2) Subject to the trust deed of a registered business trust, the trustee‑manager of the registered business trust has power to appoint an agent to carry out or perform any matter that the trustee‑manager is authorised to carry out or perform in connection with the management and operation of the registered business trust.
(3) An agent mentioned in subsection (2) may also, with the consent of the trustee‑manager of the registered business trust, appoint an agent (called in this section a sub‑agent) to carry out or perform any matter that the agent has been appointed by the trustee‑manager to carry out or perform and, to avoid doubt, the sub‑agent is deemed to be an agent appointed by the trustee‑manager to carry out or perform that matter for the purposes of that subsection.
(4) Where an agent or a sub‑agent appointed under subsection (2) or (3) (as the case may be) is liable to indemnify the trustee‑manager of the registered business trust against any loss or damage suffered by the trustee‑manager as a result of the acts of the agent or sub‑agent, any amount recovered under the indemnity forms part of the trust property of the registered business trust.
(5) Any trustee‑manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Use of information and advice
Open ↗9.—(1) Subject to subsection (2), the trustee‑manager of a registered business trust may, when exercising powers or performing duties as a trustee‑manager, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by a professional adviser or an expert in relation to matters which the trustee‑manager believes on reasonable grounds to be within the person’s professional or expert competence.
(2) Subsection (1) applies to the trustee‑manager of a registered business trust only if the trustee‑manager —(a)
acts in good faith;
(b)
makes proper inquiry where the need for inquiry is indicated by the circumstances; and
(c)
has no knowledge that such reliance is unwarranted.
Duties of trustee‑manager
Open ↗10.—(1) The trustee‑manager of a registered business trust must at all times act honestly and exercise reasonable diligence in the discharge of its duties as a trustee‑manager in accordance with this Act and the trust deed of the registered business trust.
(2) The trustee‑manager of a registered business trust must —(a)
act in the best interests of all the unitholders of the registered business trust as a whole; and
(b)
give priority to the interests of all the unitholders of the registered business trust as a whole over its own interests in the event of a conflict between the interests of all the unitholders as a whole and its own interests.
(3) The trustee‑manager of a registered business trust must not make improper use of its position as the trustee-manager or any information acquired by virtue of its position as trustee‑manager to gain, directly or indirectly, an advantage for itself or for any other person to the detriment of the unitholders of the registered business trust.[Act 30 of 2022 wef 12/03/2024]
(4) The trustee‑manager of a registered business trust must hold the trust property of the registered business trust on trust for all the unitholders of the registered business trust as a whole in accordance with the terms of the trust deed.
(5) Any trustee‑manager of a registered business trust which contravenes subsection (1), (2), (3) or (4) —(a)
is liable to all the unitholders of the registered business trust as a whole for any profit or financial gain directly or indirectly made by it or any of its related corporations or for any damage suffered by all the unitholders of the registered business trust as a whole as a result of the contravention; and
(b)
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(6) The Authority may, by regulations, prescribe requirements on the scope of the duties of the trustee‑manager of a registered business trust.
Duties of directors, officers and agents of trustee‑manager
Open ↗11.—(1) A director of the trustee‑manager of a registered business trust must —(a)
act honestly and exercise reasonable diligence in the discharge of the duties of his or her office and, in particular, must take all reasonable steps to ensure that the trustee‑manager discharges its duties under section 10(1) and (2); and
(b)
give priority to the interests of all the unitholders of the registered business trust as a whole over the interests of the trustee‑manager in the event of a conflict between the interests of all the unitholders as a whole and the interests of the trustee-manager.
(2) An officer or agent of the trustee‑manager of a registered business trust must not make improper use of his, her or its position as an officer or agent of the trustee-manager or any information acquired by virtue of his, her or its position as an officer or agent of the trustee‑manager to gain, directly or indirectly, an advantage for the officer, agent or any other person to the detriment of the unitholders of the registered business trust.[Act 30 of 2022 wef 12/03/2024]
(3) A duty of a director of the trustee‑manager of a registered business trust under subsection (1) overrides any conflicting duty of the director under section 157 of the Companies Act 1967.
(4) No civil or criminal proceedings shall lie against a director of the trustee‑manager of a registered business trust for a breach of section 157 of the Companies Act 1967, any fiduciary duty or any other duty under common law in relation to any act or omission to act if such act or omission was required by subsection (1).
(5) A director, an officer or an agent of the trustee‑manager of a registered business trust who or which contravenes subsection (1) or (2) —(a)
is liable to all the unitholders of the registered business trust as a whole for any profit or financial gain directly or indirectly made by the director, officer, agent or the trustee‑manager or any related corporation of the trustee‑manager or for any damage suffered by all the unitholders of the registered business trust as a whole as a result of the contravention; and
(b)
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both.
(6) To avoid doubt, no action or proceedings whatsoever may be brought by or on behalf of all or any of the unitholders of a registered business trust against a director of the trustee‑manager of that registered business trust for any breach or alleged breach of the duties imposed by subsections (1) and (2), except to the extent and in the manner provided for under sections 41 and 42.
(7) The Authority may, by regulations, prescribe requirements on the scope of the duties of an officer or agent of the trustee‑manager of a registered business trust.
(8) In this section —“agent” includes a banker, a solicitor or an auditor of the trustee‑manager and any person who at any time has been a banker, a solicitor or an auditor of the trustee‑manager;
“officer” includes a person who at any time has been an officer of the trustee‑manager.
Disclosure of interests in transactions, property, offices, etc.
Open ↗12.—(1) Subject to this section, every director or chief executive officer of the trustee-manager of a registered business trust (called in this section the director or chief executive officer) who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction entered or to be entered into by the trustee-manager for or on behalf of the registered business trust (called in this section the transaction or proposed transaction) must, as soon as practicable after the relevant facts have come to his or her knowledge —(a)
declare the nature of his or her interest at a meeting of the directors of the trustee-manager; or
(b)
send a written notice to the trustee-manager containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction.
(2) A written notice under subsection (1)(b) must be given as soon as practicable after —(a)
the date on which the director or chief executive officer became a director or chief executive officer, as the case may be; or
(b)
if already a director or chief executive officer (as the case may be), the date on which the director or chief executive officer became, directly or indirectly, interested in the transaction or proposed transaction.
(3) Despite subsections (1) and (2), where —(a)
before the appointed day, a chief executive officer had become, directly or indirectly, interested in a transaction or proposed transaction; and
(b)
on the appointed day, the transaction or proposed transaction has not been fully carried out,
the chief executive officer must —
(c)
make the declaration under subsection (1)(a) as soon as practicable on or after the appointed day unless the declaration has been made before that day; or
(d)
give the written notice under subsection (1)(b) as soon as practicable on or after the appointed day unless the written notice has been given before that day.
(4) Where a chief executive officer makes any declaration in accordance with subsection (3)(c), the chief executive officer is deemed to have made a declaration under subsection (1)(a) in accordance with subsection (1), and any declaration made under subsection (3)(c) is to be treated as a declaration given under subsection (1)(a).
(5) Where a chief executive officer gives any written notice in accordance with subsection (3)(d), the chief executive officer is deemed to have given a written notice under subsection (1)(b) in accordance with subsection (2), and any written notice given under subsection (3)(d) is to be treated as a written notice given under subsection (1)(b).
(6) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction mentioned in that subsection if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest.
(7) A director or chief executive officer is not deemed to be interested or to have been at any time interested in the transaction or proposed transaction mentioned in subsection (1) by reason only —(a)
in the case where the transaction or proposed transaction relates to any loan to the trustee-manager of the registered business trust — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
(b)
in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a related corporation of the trustee-manager of the registered business trust — that he or she is a director or chief executive officer (as the case may be) of the related corporation,
and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the trust deed of the registered business trust.
(8) A declaration given by a director or chief executive officer under subsection (1)(a), or a written notice given by a director or chief executive officer under subsection (1)(b), is to be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if —(a)
in the case of a declaration, the declaration is given at a meeting of the directors of the trustee-manager or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors of the trustee-manager after it is given;
(b)
the declaration or written notice is to the effect that —(i)
he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or an officer of a specified limited liability partnership; and
(ii)
he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership;
(c)
the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and
(d)
at the time the transaction is made, or the proposed transaction is proposed, his or her interest is not different in nature or greater in extent than the nature and extent of the interest specified in the declaration or written notice under paragraph (c).
(9) Every director and chief executive officer who holds any office or possesses any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with the duties or interests of the trustee-manager in relation to the registered business trust, must —(a)
declare the fact and the nature, character and extent of the conflict at a meeting of the directors of the trustee-manager; or
(b)
send a written notice to the trustee-manager setting out the fact and the nature, character and extent of the conflict.
(10) A declaration under subsection (9)(a) must be made at the first meeting of the directors of the trustee-manager of a registered business trust held —(a)
after he or she becomes a director or chief executive officer, as the case may be; or
(b)
if already a director or chief executive officer (as the case may be), after he or she commenced to hold the office or to possess the property.
(11) A written notice under subsection (9)(b) must be given as soon as practicable after —(a)
the date on which the director or chief executive officer became a director or chief executive officer, as the case may be; or
(b)
if already a director or chief executive officer (as the case may be), after he or she commenced to hold the office or to possess the property.
(12) Despite subsections (9), (10) and (11), where —(a)
before the appointed day, a chief executive officer held any office or possessed any property mentioned in subsection (9); and
(b)
on the appointed day, the chief executive officer continues to hold such office or to possess such property,
the chief executive officer must —
(c)
make the declaration under subsection (9)(a) at the first meeting of the directors of the trustee-manager held on or after the appointed day unless the declaration has been made before that day; or
(d)
give the written notice under subsection (9)(b) as soon as practicable on or after the appointed day unless the written notice has been given before that day.
(13) Where a chief executive officer makes any declaration in accordance with subsection (12)(c), the chief executive officer is deemed to have made a declaration under subsection (9)(a) in accordance with subsection (10), and any declaration made under subsection (12)(c) is to be treated as a declaration given under subsection (9)(a).
(14) Where a chief executive officer gives any written notice in accordance with subsection (12)(d), the chief executive officer is deemed to have given a written notice under subsection (9)(b) in accordance with subsection (11), and any written notice given under subsection (12)(d) is to be treated as a written notice given under subsection (9)(b).
(15) The trustee-manager of a registered business trust must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (9)(b), send a copy of the written notice to —(a)
in the case where the written notice is given by a chief executive officer — all the directors of the trustee-manager; or
(b)
in the case where the written notice is given by a director — all the other directors of the trustee-manager.
(16) Where a director or chief executive officer declares an interest or a conflict by a written notice mentioned in subsection (1)(b) or (9)(b) (respectively) in accordance with this section —(a)
the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors of the trustee-manager of the registered business trust after the written notice is given; and
(b)
the provisions of section 188 (minutes of proceedings) of the Companies Act 1967 apply as if the declaration had been made at that meeting.
(17) The secretary of the trustee-manager of a registered business trust must —(a)
record every declaration under this section in the minutes of the meeting at which it was made; and
(b)
keep records of every written resolution duly signed and returned to the trustee-manager under this section.
(18) The directors of the trustee-manager of a registered business trust must permit a chief executive officer who is not a director to attend a meeting of the board of directors of the trustee-manager where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section.
(19) For the purposes of this section —(a)
an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and
(b)
an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include the chief executive officer’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
(20) Subject to subsection (7), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the trust deed restricting a director or chief executive officer of the trustee-manager of a registered business trust from having any interest in transactions with the trustee-manager in its capacity as the trustee-manager of the registered business trust or from holding offices or possessing properties involving duties or interests in conflict with the duties or interests of the trustee-manager in relation to the registered business trust.
(21) Any director or chief executive officer who contravenes subsection (1), (2), (3), (9), (10), (11), (12) or (18) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
(22) In this section, “appointed day” means the date of commencement of section 6 of the Business Trusts (Amendment) Act 2022.[Act 30 of 2022 wef 12/03/2024]
Disclosure and register of directors’ and chief executive officer’s interests
Open ↗13.—(1) The trustee‑manager of a registered business trust must keep a register showing with respect to each director of the trustee‑manager particulars of —(a)
units or derivatives of units in the registered business trust, being units or derivatives in which the director has an interest and the nature and extent of that interest; and
(b)
debentures of the registered business trust in which the director has an interest and the nature and extent of that interest.
(1A) The trustee-manager of a registered business trust must keep a register showing with respect to each chief executive officer of the trustee-manager particulars of —(a)
units or derivatives of units in the registered business trust, being units or derivatives in which the chief executive officer has an interest and the nature and extent of that interest; and
(b)
debentures of the registered business trust in which the chief executive officer has an interest and the nature and extent of that interest.[Act 30 of 2022 wef 12/03/2024]
(2) The trustee‑manager of a registered business trust must, within 3 days after receiving any notice from a director or chief executive officer under subsection (8) or section 137N(1) of the Securities and Futures Act 2001, enter in its register in relation to the director or chief executive officer (as the case may be) the particulars in subsection (1) or (1A) (as the case may be), including —(a)
the number and description of units or derivatives of units in a registered business trust and debentures of a registered business trust, in which the director or chief executive officer (as the case may be) has an interest;[Act 30 of 2022 wef 12/03/2024]
(b)
in respect of units or derivatives of units in a registered business trust or debentures of a registered business trust, acquired after he or she became a director or chief executive officer (as the case may be) —(i)
the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this subsection; and
(ii)
the date of the agreement for the transaction and the date of completion of the transaction; or where there was no transaction, the date of the occurrence of the event by reason of which an entry is required to be made under this subsection; and[Act 30 of 2022 wef 12/03/2024]
(c)
particulars of any change in respect of the particulars mentioned in paragraphs (a) and (b), including the consideration (if any) received as a result of the event giving rise to the change.[2/2009]
[Act 30 of 2022 wef 12/03/2024]
[Act 30 of 2022 wef 12/03/2024]
(2A) Subsection (2) does not apply to a trustee-manager of a registered business trust in relation to any notice received by the trustee-manager before the appointed day, from a person in the person’s capacity as a chief executive officer, under section 137N(1) of the Securities and Futures Act 2001.[Act 30 of 2022 wef 12/03/2024]
(2B) Where —(a)
before the appointed day, the trustee-manager of a registered business trust had received any notice under section 137N(1) of the Securities and Futures Act 2001 from a person in the person’s capacity as a chief executive officer; and
(b)
on the appointed day, the person is a chief executive officer of the trustee-manager,
the trustee-manager must enter in its register in relation to the chief executive officer, within 14 days after the appointed day —
(c)
the particulars of units or derivatives of units in the registered business trust and debentures of the registered business trust, in which the chief executive officer has an interest immediately prior to the appointed day; and
(d)
the nature and extent of that interest, including the number and description of the units or derivatives of units in the registered business trust and debentures of the registered business trust.[Act 30 of 2022 wef 12/03/2024]
(3) The trustee‑manager of a registered business trust must make the register available for public inspection at the registered office of the trustee‑manager without charge.
(4) A person may request the trustee‑manager of a registered business trust to provide the person with a copy of its register or any part of the register on payment in advance of a sum of $1 or any lesser sum that the trustee‑manager requires for every page or part of a page required to be copied, and the trustee‑manager must send the copy to that person within 21 days after the day on which the trustee‑manager receives the request.
(5) The trustee‑manager of a registered business trust must, at the direction of the Authority, send to the Authority within such time as may be specified by the Authority a copy of its register or any part of the register.
(6) The trustee‑manager of a registered business trust must produce its register at the commencement of each annual general meeting of the unitholders of the registered business trust and keep it open and accessible during the meeting to all persons attending the meeting.
(7) It is a defence to a prosecution for failing to comply with subsection (1), (1A), (2) or (2B) in respect of particulars relating to a director or chief executive officer of the trustee‑manager of a registered business trust if the defendant proves that the failure was due to the failure of the director or chief executive officer to comply with subsection (8) or (as the case may be) section 137N(1) of the Securities and Futures Act 2001 with respect to those particulars.[2/2009]
[Act 30 of 2022 wef 12/03/2024]
(8) In accordance with subsections (9), (9A) and (9B), every director and chief executive officer of the trustee‑manager of a registered business trust must give written notice to the trustee‑manager of —(a)
particulars relating to his or her units or derivatives of units in the registered business trust, or debentures of the registered business trust; and
(b)
particulars of any change in respect of the particulars mentioned in paragraph (a),
as are necessary for the purposes of compliance by the trustee‑manager with subsections (1), (1A) and (2).
[Act 30 of 2022 wef 12/03/2024]
(9) A notice under subsection (8) must be given —(a)
in the case of a notice under paragraph (a) of that subsection, within 2 business days after the later of the following dates:(i)
the date on which the director became a director of the trustee-manager of a registered business trust or the chief executive officer became a chief executive officer of the trustee-manager, as the case may be;
(ii)
the date on which the director or chief executive officer (as the case may be) became a unitholder of the registered business trust or acquired an interest in the units or derivatives of units in the registered business trust or debentures of the registered business trust; and[Act 30 of 2022 wef 12/03/2024]
(b)
in the case of a notice under paragraph (b) of that subsection, within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph.
(9A) Subsection (9) does not apply to a chief executive officer of the trustee-manager of a registered business trust in respect of —(a)
any acquisition of a unit in the registered business trust, or an interest in a unit or derivative of a unit in the registered business trust or a debenture of the registered business trust, that takes place before the appointed day; and
(b)
any change in respect of the particulars mentioned in subsection (8)(a), where the event giving rise to the change takes place before the appointed day.[Act 30 of 2022 wef 12/03/2024]
(9B) Where —(a)
before the appointed day, a chief executive officer of the trustee-manager of a registered business trust had become a unitholder of the registered business trust or acquired an interest in the units or derivatives of units in the registered business trust or debentures of the registered business trust; and
(b)
on the appointed day, the chief executive officer continues to hold such units or interests,
a notice under subsection (8)(a) must be given within 14 days after the appointed day, unless such notice had been given before that day.
[Act 30 of 2022 wef 12/03/2024]
(10) The trustee‑manager of a registered business trust must, within 7 days after it receives a notice given under subsection (8), send a copy of the notice to each of the other directors and chief executive officers of the trustee‑manager.[Act 30 of 2022 wef 12/03/2024]
(11) It is a defence to a prosecution for failing to comply with subsection (8)(a) or (b), (9) or (9B) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —(a)
he or she was not so aware on the date of the information or summons; or
(b)
he or she became so aware less than 2 days before the date of the summons.[Act 30 of 2022 wef 12/03/2024]
(12) For the purposes of subsection (11), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —(a)
of which he or she would, if he or she had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or
(b)
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her employer’s or principal’s interest in units or derivatives of units in the registered business trust or debentures of the registered business trust, was aware or would, if the employee or agent had acted with reasonable diligence in the conduct of the employer’s or principal’s affairs, have been aware at that time.
(13) [Deleted by Act 30 of 2022 wef 12/03/2024]
(14) For the purposes of this section, a director or chief executive officer of the trustee‑manager of a registered business trust is deemed to have an interest in units or derivatives of units in the registered business trust or debentures of the registered business trust (as the case may be) if that director or chief executive officer (as the case may be) is deemed to have an interest in the units, derivatives of units or debentures (as the case may be) under section 4 of the Securities and Futures Act 2001.[Act 30 of 2022 wef 12/03/2024]
(15) For the purposes of this section —(a)
an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and
(b)
an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include the chief executive officer’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.[Act 30 of 2022 wef 12/03/2024]
(16) Any director or chief executive officer of the trustee‑manager of a registered business trust who contravenes subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.[Act 30 of 2022 wef 12/03/2024]
(17) Any trustee‑manager of a registered business trust which contravenes subsection (1), (1A), (2), (2B), (3), (4), (5), (6) or (10) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.[Act 30 of 2022 wef 12/03/2024]
(18) Subsections (8) to (15) do not apply in respect of a registered business trust —(a)
all or any of the units of which are listed for quotation on the official list of an approved exchange; and
(b)
to which Subdivision (2) of Division 2 of Part 7 of the Securities and Futures Act 2001 applies.[2/2009; 4/2017]
(19) In this section, “appointed day” means the date of commencement of section 7 of the Business Trusts (Amendment) Act 2022.[Act 30 of 2022 wef 12/03/2024]
[Act 30 of 2022 wef 12/03/2024]
Composition of board
Open ↗14.—(1) The trustee‑manager of a registered business trust must ensure that the composition of its board of directors complies with such requirements as may be prescribed by the Authority.
(2) Any trustee‑manager of a registered business trust which contravenes this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Audit committees
Open ↗15.—(1) The trustee‑manager of a registered business trust must establish an audit committee in accordance with such requirements as may be prescribed by the Authority, including requirements in respect of the composition of an audit committee.
(2) The audit committee and every member of the audit committee must comply with such requirements as may be prescribed by the Authority, including requirements in respect of the duties and functions of an audit committee.
(3) Every director of the trustee‑manager of a registered business trust must take all reasonable steps to secure compliance by the audit committee of the trustee‑manager and every member of the audit committee (as the case may be) with subsection (2).
(4) Any trustee‑manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
(5) If any director of the trustee‑manager of a registered business trust —(a)
fails to take all reasonable steps to secure the compliance by the audit committee of the trustee‑manager or any member of the audit committee with subsection (2); or
(b)
has by his or her own wilful act been the cause of any contravention of subsection (2) by the audit committee of the trustee‑manager or any member of the audit committee,
he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Acquisition of interest in registered business trust by trustee‑manager
Open ↗16.—(1) The trustee‑manager of a registered business trust must not acquire or hold any unit or derivative of any unit in the registered business trust unless it acquires or holds the unit or derivative —(a)
for not less than the consideration that would be payable if the unit or derivative of the unit were acquired by another person; and
(b)
subject to terms and conditions that would not disadvantage other unitholders of the registered business trust.
(2) A person must not aid, abet or assist the contravention of subsection (1) by the trustee‑manager of a registered business trust.
(3) Any person who contravenes this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
Liquidator of trustee‑manager entitled to exercise indemnity rights
Open ↗17. If the trustee‑manager of a registered business trust is being wound up, is under judicial management or receivership or has executed a deed of company arrangement that has not terminated —(a)
any provision of the trust deed of the registered business trust or of another instrument which purports to deny the trustee‑manager a right to be indemnified out of the trust property of the registered business trust that the trustee‑manager would have had if it were not being wound up, under judicial management or receivership or if it had not executed a deed of company arrangement (as the case may be) is void against the liquidator, judicial manager or receiver of the trustee‑manager or the executor of the deed of company arrangement, as the case may be; and
(b)
any right of the trustee‑manager to be indemnified out of the trust property of the registered business trust is to be exercised by the liquidator, judicial manager or receiver of the trustee‑manager or the executor of the deed of company arrangement, as the case may be.
Division 2 — Change of trustee‑manager
Changes to take effect upon date of appointment
Open ↗18.—(1) Despite any provision in this Division, a person named as the trustee‑manager of a registered business trust in the register which is maintained by the Authority in accordance with section 5 must remain the trustee‑manager or temporary trustee‑manager (as the case may be) until another person is appointed —(a)
by the unitholders of the registered business trust to be the trustee‑manager of the registered business trust; or
(b)
by the court under section 21(1) to be the temporary trustee‑manager of the registered business trust,
and such appointment is effective from the date stated in the resolution of the unitholders or court order as the effective date of the appointment of the trustee‑manager or temporary trustee‑manager, as the case may be.
(2) Any purported change of the trustee‑manager of the registered business trust is ineffective unless it is made in accordance with this Division.
Resignation of trustee‑manager
Open ↗19.—(1) The trustee‑manager of a registered business trust may resign from its position as trustee‑manager only in accordance with such requirements and in such manner as the Authority may prescribe.
(2) The trustee‑manager of a registered business trust must, until its resignation in accordance with subsection (1) becomes effective, continue to observe, and be liable for the failure to observe, the duties and responsibilities assigned to it under this Act and the trust deed of the registered business trust.
(3) Any trustee‑manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence.
Removal of trustee-manager by unitholders
Open ↗20.—(1) Despite any provision in the trust deed of a registered business trust, the trustee-manager of a registered business trust may be removed as the trustee-manager by the unitholders of the registered business trust only if both of the following conditions are satisfied:(a)
a resolution to remove the trustee-manager is approved by the unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or where proxies are allowed, by proxy present at a meeting of the unitholders of the registered business trust;
(b)
the removal is in accordance with such procedures as the Authority may prescribe.
(2) Any provision in the trust deed of a registered business trust is void insofar as it would have the effect —(a)
of allowing the removal of a trustee-manager of a registered business trust as the trustee-manager by the unitholders of the registered business trust if a resolution to remove the trustee-manager is approved by the unitholders holding in the aggregate less than a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or where proxies are allowed, by proxy present at a meeting of the unitholders of the registered business trust;
(b)
of not allowing the removal of a trustee-manager of a registered business trust as the trustee-manager by the unitholders of the registered business trust even if a resolution to remove the trustee-manager is approved by the unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or where proxies are allowed, by proxy present at a meeting of the unitholders of the registered business trust; or
(c)
of allowing the removal of a trustee-manager of a registered business trust as the trustee-manager by the unitholders of the registered business trust in accordance with any procedure other than as prescribed by the Authority for the purposes of subsection (1)(b).[Act 30 of 2022 wef 12/03/2024]
Appointment of temporary trustee‑manager by court
Open ↗21.—(1) On an application by the Authority or the trustee‑manager or a unitholder of a registered business trust, the court may, by order, appoint a company that has consented in writing to serve as a temporary trustee‑manager to be the temporary trustee‑manager of the registered business trust for a period of 3 months if the court is satisfied that the appointment is in the interest of the unitholders of the registered business trust.
(2) The company that is appointed by the court under subsection (1) to act as the temporary trustee‑manager of a registered business trust must comply with the duties, obligations and any other requirements imposed under this Act and as may be prescribed by the Authority with respect to the trustee‑manager of a registered business trust.
(3) Despite subsection (2), the court may exempt the temporary trustee‑manager of a registered business trust from sections 6, 14 and 15.
(4) The court may make any further orders in respect of the appointment of a temporary trustee‑manager under subsection (1) that it thinks necessary to protect the interests of the unitholders of the registered business trust, including an order to reimburse the costs of the application out of the trust property of the registered business trust to the person who made the application under that subsection.
(5) Upon the making of an order by the court appointing a company as the temporary trustee‑manager of a registered business trust, the resigning trustee‑manager of the registered business trust and that appointed temporary trustee‑manager must comply with such requirements as the Authority may prescribe.
(6) Any trustee‑manager of a registered business trust which contravenes subsection (5) shall be guilty of an offence.
Temporary trustee‑manager to take steps for appointment of new trustee‑manager
Open ↗22.—(1) The temporary trustee‑manager of a registered business trust must, within such time and in accordance with such requirements as may be prescribed by the Authority, take such steps to enable the unitholders of the registered business trust to appoint another person as the trustee‑manager (not being a temporary trustee‑manager) of the registered business trust.
(2) Any temporary trustee‑manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence.
Division 3 — Consequences of change of trustee‑manager
Resigning trustee‑manager to hand over books and provide reasonable assistance
Open ↗23.—(1) The resigning trustee‑manager of a registered business trust must, as soon as practicable after the appointment of the replacement trustee‑manager or the temporary trustee‑manager (as the case may be) of the registered business trust —(a)
give the replacement trustee‑manager or temporary trustee‑manager (as the case may be) any books which are in the possession or control of the resigning trustee‑manager and which this Act or the trust deed of the registered business trust requires to be kept in relation to the registered business trust; and
(b)
give reasonable assistance to the replacement trustee‑manager or temporary trustee‑manager (as the case may be) to facilitate the change of trustee‑manager of the registered business trust.
(2) Any person who contravenes this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
Rights, obligations and liabilities of resigning trustee‑manager
Open ↗24.—(1) Any —(a)
legal right in, title to and interest under any trust property of a registered business trust owned, leased, held or used by a resigning trustee‑manager for or on behalf of the registered business trust; and
(b)
obligations and liabilities of the resigning trustee‑manager undertaken for or on behalf of the registered business trust,
must be transferred to and vested in, and assumed by, the replacement trustee‑manager or the temporary trustee‑manager of the registered business trust to be held for or on behalf of the registered business trust from the effective date of appointment of the replacement trustee‑manager or temporary trustee‑manager, as the case may be.
(2) Despite subsection (1), the following rights, obligations and liabilities remain the rights, obligations and liabilities of the resigning trustee‑manager of a registered business trust:(a)
any right of the resigning trustee‑manager to be paid fees for the performance of its functions before it ceased to be the trustee‑manager of the registered business trust;
(b)
any right of the resigning trustee‑manager to be indemnified for expenses it had incurred before it ceased to be the trustee‑manager of the registered business trust;
(c)
any right, obligation or liability that the resigning trustee‑manager had or continues to have as a unitholder of the registered business trust; and
(d)
any liability in respect of which the resigning trustee‑manager would have had no claim of indemnification out of the trust property of the registered business trust if it had remained the trustee‑manager of the registered business trust.
Effect of change of trustee‑manager on documents, etc., to which resigning trustee‑manager is a party
Open ↗25.—(1) Any document or agreement entered into by the resigning trustee‑manager of a registered business trust on behalf of the registered business trust —(a)
to which the resigning trustee‑manager is a party, in which a reference is made to the resigning trustee‑manager or under which the resigning trustee‑manager has acquired or incurred any right, obligation or liability or might have acquired or incurred any right, obligation or liability if it had remained the trustee‑manager of the registered business trust; and
(b)
that is capable of having effect after the appointment of the replacement trustee‑manager or the temporary trustee‑manager of the registered business trust, as the case may be,
has effect, from the effective date of appointment of the replacement trustee‑manager or temporary trustee‑manager under section 18 (as the case may be) as if the replacement trustee‑manager or temporary trustee‑manager, as the case may be, (and not the resigning trustee‑manager) were a party to it, were referred to in it or had or might have acquired or incurred the right, obligation or liability under it.
(2) Subsection (1) does not apply to any right, obligation or liability that remains the right, obligation or liability of the resigning trustee‑manager by virtue of section 24(2).
Division 4 — Written directions
Power of Authority to issue directions to trustee‑manager or temporary trustee‑manager
Open ↗26.—(1) The Authority may —(a)
for the purpose of ensuring compliance with the provisions of this Act; or
(b)
if it thinks it necessary in the public interest for the proper administration of this Act,
issue written directions, either of a general or specific nature, to the trustee‑manager or temporary trustee‑manager of a registered business trust.
(2) Without limiting subsection (1), the Authority may issue written directions —(a)
where the trustee‑manager or temporary trustee‑manager of a registered business trust is contravening, is likely to contravene or has contravened any provision of this Act, to require that person —(i)
to comply with that provision or to cease contravention of that provision; or
(ii)
to resign as trustee‑manager of the registered business trust; or
(b)
with respect to any other matter which the Authority considers necessary for the proper administration of this Act,
and the trustee‑manager or temporary trustee‑manager must comply with any such directions.
(3) The Authority may at any time vary, rescind or revoke any written direction issued under this section.
(4) Any trustee‑manager or temporary trustee‑manager of a registered business trust which contravenes any written direction issued under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
(5) It is not necessary to publish any written direction issued under this section in the Gazette.[10/2013]
Division 5 — Indemnification
Provisions protecting officers of trustee-manager from liability
Open ↗27.—(1) Any provision (whether in the trust deed of a registered business trust, in any contract entered into by the trustee-manager of a registered business trust or its officer or whenever and however arising) that purports to exempt an officer of the trustee-manager (to any extent) from any liability that would otherwise attach to the officer in connection with any negligence, default, breach of duty or breach of trust in relation to the registered business trust is void.
(2) Any provision (whether in the trust deed of a registered business trust, in any contract entered into by the trustee-manager of a registered business trust or its officer or whenever and however arising) by which the trustee-manager directly or indirectly provides an indemnity (to any extent) for an officer of the trustee-manager against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the registered business trust is void, except as permitted by subsection (3) or section 27A.
(3) Subsection (2) does not prevent the trustee-manager of a registered business trust from purchasing and maintaining for an officer of the trustee-manager insurance against any liability mentioned in that subsection.[Act 30 of 2022 wef 12/03/2024]
Third party indemnity
Open ↗27A.—(1) Section 27(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the trustee-manager in its capacity as trustee-manager of the registered business trust, except when the indemnity is against —(a)
any liability of the officer to pay —(i)
a fine in criminal proceedings; or
(ii)
a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b)
any liability incurred by the officer —(i)
in defending criminal proceedings in which he or she is convicted;
(ii)
in defending civil proceedings brought by the trustee-manager of the registered business trust or a related corporation of the trustee-manager in which judgment is given against him or her; or
(iii)
in connection with an application for relief under section 105 in which the court refuses to grant him or her relief.
(2) The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings.
(3) For the purposes of subsection (2) —(a)
a conviction, judgment or refusal of relief becomes final —(i)
if it is not appealed against — at the end of the period for bringing an appeal; or
(ii)
if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and
(b)
an appeal (or further appeal) is disposed of —(i)
if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
(ii)
if it is abandoned or otherwise ceases to have effect.[Act 30 of 2022 wef 12/03/2024]
Exception for expenditure on defending proceedings, etc.
Open ↗27B.—(1) Despite sections 162 and 163 of the Companies Act 1967, and if it is done on the terms provided in subsection (2), a trustee-manager of a registered business trust may —(a)
provide a director of the trustee-manager with funds by way of any loan to meet expenditure incurred or to be incurred by the director —(i)
in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation to the registered business trust; or
(ii)
in connection with an application for relief under section 105; or
(b)
enable any such director to avoid incurring such expenditure.
(2) The terms mentioned in subsection (1) are —(a)
that the loan is to be repaid, or (as the case may be) any liability of the registered business trust incurred under any transaction connected with the thing done is to be discharged, in the event of —(i)
the director being convicted in the proceedings;
(ii)
judgment being given against him or her in the proceedings; or
(iii)
the court refusing to grant him or her relief on the application; and
(b)
that the loan is to be repaid or discharged not later than 14 days after —(i)
the date when the conviction becomes final;
(ii)
the date when the judgment becomes final; or
(iii)
the date when the refusal of relief becomes final.
(3) For the purposes of this section —(a)
a conviction, judgment or refusal of relief becomes final —(i)
if it is not appealed against — at the end of the period for bringing an appeal; or
(ii)
if it is appealed against — when the appeal (or any further appeal) is disposed of;
(b)
an appeal or further appeal is disposed of —(i)
if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
(ii)
if it is abandoned or otherwise ceases to have effect; and
(c)
a reference to the repayment of a loan includes the payment of any interest which is chargeable under the terms on which the loan was given.[Act 30 of 2022 wef 12/03/2024]
Exception for expenditure in connection with regulatory action or investigation
Open ↗27C. Section 27 of this Act and sections 162, 163 and 172 of the Companies Act 1967 do not apply to anything done by a trustee-manager of a registered business trust —(a)
to provide a director of the trustee-manager of a registered business trust with funds by way of any loan to meet expenditure incurred or to be incurred by the director in defending himself or herself —(i)
in an investigation by a regulatory authority; or
(ii)
against any action proposed to be taken by a regulatory authority,
in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the registered business trust; or
(b)
to enable any such director to avoid incurring such expenditure.[Act 30 of 2022 wef 12/03/2024]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
