Contents of trust deed
Open ↗28.—(1) The trustee‑manager of a registered business trust must make provision in the trust deed of the registered business trust —(a)
relating to such particulars as are sufficient to define the scope of business of the registered business trust and disclose the structure of, and the nature of the units in, the registered business trust;
(b)
for the powers of the trustee‑manager in relation to managing and operating the business of the registered business trust;
(c)
in respect of the duration, if ascertainable, of the registered business trust or, if the duration is not ascertainable, a statement of that fact;
(d)
for the conditions governing the transfer of units in the registered business trust;
(e)
specifying the full particulars of —(i)
the remuneration of the trustee‑manager of the registered business trust and the manner in which that remuneration is provided for; and
(ii)
any other fees or charges payable out of the trust property of the registered business trust;
(f)
relating to the procedure for the winding up of the registered business trust, which procedure must not be in conflict with any provision in Part 7 and, in the case of any such conflict, the provisions in Part 7 prevail; and
(g)
in respect of any other matters that may be prescribed by the Authority.
(2) The trustee‑manager of a registered business trust has no right to be paid fees or to claim indemnification for debts, expenses or other liabilities incurred by the trustee‑manager on behalf of the registered business trust out of the trust property of the registered business trust, and any agreement, arrangement or any provision in the trust deed of the registered business trust that purports to confer such a right has no effect, unless such right to fees or indemnification has been conferred on the trustee‑manager by the trust deed of the registered business trust.
(3) Any contract or arrangement purporting to restrict or remove the entitlement of the trustee‑manager of a registered business trust to be indemnified out of the trust property of the registered business trust as conferred on the trustee‑manager by the trust deed of the registered business trust has no effect.
(4) The trustee‑manager of a registered business trust has no power to borrow or raise money, to issue debentures of the registered business trust or to assume (whether by way of declaration of trust, transfer, novation, vesting or otherwise) obligations or liabilities for such borrowings or issuance of debentures of the registered business trust on behalf of the registered business trust, unless such power is provided in the trust deed of the registered business trust, and any agreement or arrangement that purports to confer such power has no effect.
(5) The unitholders of a registered business trust have no right to redeem their units in return for distributions of profits, income or other payments or returns from the trust property of the registered business trust, unless the trust deed of the registered business trust —(a)
confers such right; and
(b)
sets out procedures relating to the making and handling of redemption orders which are fair to all the unitholders of the registered business trust.
(6) 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.
Liability of trustee‑managers
Open ↗29.—(1) Subject to subsection (2), any provision in a trust deed of a registered business trust required under section 28 or in any contract with the unitholders of a registered business trust to which such a trust deed relates is void in so far as it would have the effect of exempting the trustee‑manager of the registered business trust under the trust deed from, or indemnifying the trustee‑manager against, liability for breach of trust where the trustee‑manager fails to exercise the degree of care and diligence required of a trustee‑manager of a registered business trust.
(2) Subsection (1) does not invalidate —(a)
any release otherwise validly given in respect of anything done or omitted to be done by the trustee‑manager of a registered business trust before the giving of the release; or
(b)
any provision enabling such a release to be given —(i)
on the passing of a special resolution by the unitholders of the registered business trust at a general meeting convened in accordance with Division 1 of Part 9; and
(ii)
either with respect to specific acts or omissions, or upon the trustee‑manager of a registered business trust ceasing to act.
Trust deed to be legally enforceable
Open ↗30.—(1) The trustee‑manager of a registered business trust must ensure that the trust deed of the registered business trust is contained in a document that is legally enforceable as between the unitholders of the registered business trust and the trustee‑manager.
(2) The unenforceability of the trust deed of a registered business trust does not operate so as to avoid or affect any agreement, transaction or arrangement entered into by the trustee‑manager on behalf of the trust, whether the agreement, transaction or arrangement was entered into before or after the point in time when the trust deed became unenforceable.
(3) The trustee‑manager of a registered business trust must make a copy of the trust deed available to the public without charge.
(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) Any trustee‑manager of a registered business trust which contravenes subsection (3) 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.
Change of trust deed
Open ↗31.—(1) A person must not modify or replace the trust deed of a registered business trust unless the modification or replacement is approved — (a)
by special resolution of the unitholders of the registered business trust; or
(b)
where the modification is necessary in order to comply with any written law or rule of law applicable in Singapore, by the trustee‑manager of the registered business trust.
(2) Despite subsection (1), any modification or replacement of the trust deed of a registered business trust is void if the modification or replacement would result in a breach of section 28(1) by the trustee‑manager of the registered business trust.
(3) Subject to subsection (4), where the trustee‑manager of a registered business trust is aggrieved by a modification or replacement of the trust deed of the registered business trust made pursuant to subsection (1)(a), the trustee‑manager may apply to the court to cancel the modification or replacement within 21 days after the date on which the resolution of the unitholders mentioned in subsection (1)(a) was passed.
(4) On an application made by the trustee‑manager of a registered business trust under subsection (3), the court —(a)
is to have regard to whether the provisions of this Act have been complied with and whether the unitholders that approved the modification or replacement have acted in good faith in doing so; and
(b)
may make an order cancelling the modification or replacement or confirming the modification or replacement subject to any alterations or conditions that it thinks just,
and such modification or replacement (as the case may be) takes effect on the date of the order of the court.
(5) Where the trustee‑manager of a registered business trust proposes to the unitholders of the registered business trust to act by special resolution to effect a revision to the fees or charges payable out of trust property of the registered business trust to the trustee‑manager, the trustee‑manager must include in the notice to the unitholders required under section 63 for such resolution to be considered a special resolution —(a)
the rationale or justification for the proposed revision to the fees or charges;
(b)
the methods or procedures for determining the proposed revision to the fees or charges; and
(c)
an opinion, from an independent adviser, on whether the methods or procedures for determining the proposed revision to the fees or charges are sufficient to ensure that the proposed revision is on normal commercial terms and will not be prejudicial to the interests of all the unitholders as a whole.
(6) The trustee‑manager of a registered business trust must give notice of the modification or replacement of the trust deed of a registered business trust mentioned in subsection (1)(b) to all the unitholders of the registered business trust within 7 days from the modification or replacement of the trust deed.[Act 30 of 2022 wef 12/03/2024]
(7) The trustee‑manager of a registered business trust must lodge with the Authority —(a)
a copy of the provisions in the trust deed of the registered business trust that have been modified or replaced in accordance with subsection (1) or a copy of the new trust deed (incorporating such modification or replacement) within 2 business days after the modification or replacement mentioned in that subsection takes effect; and
(b)
where an application to cancel the modification or replacement mentioned in subsection (3) has been made —(i)
a copy of the application within 2 business days after the application has been made; and
(ii)
a copy of the court order mentioned in subsection (4)(b) within 7 days after that order has been made.
(8) The trustee‑manager of a registered business trust must, at the direction of the Authority, lodge with the Authority a copy of the amended trust deed of the registered business trust after incorporating all the amendments prior to the date of lodgment.
(9) The trustee‑manager of a registered business trust must make an updated copy of the trust deed available to the public without charge.
(10) The trustee‑manager of a registered business trust must, at the request of any unitholder of the registered business trust, provide an updated copy of the trust deed to that unitholder without charge.
(11) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(12) Any trustee‑manager of a registered business trust which contravenes subsection (5) or (6) shall be guilty of an offence.
(13) Any trustee‑manager of a registered business trust which contravenes subsection (7), (8), (9) 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.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
