Approval of chief executive officer and director of licensed financial adviser
Open ↗63.—(1) Subject to subsection (3), a licensed financial adviser must not —(a)
appoint a person as its chief executive officer or director; or
(b)
change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive,
unless it has obtained the approval of the Authority.
[1/2009]
(2) Where a licensed financial adviser has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as chief executive officer or director (as the case may be) of the licensed financial adviser immediately upon the expiry of the earlier term without the approval of the Authority.[1/2009]
(3) Subsection (1) must not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person —(a)
does not reside in Singapore; and
(b)
is not directly responsible for its business in Singapore or any part thereof.[1/2009]
(4) In subsection (3), “foreign company” has the meaning given by section 4(1) of the Companies Act 1967.[1/2009]
(5) Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed or as may be specified in written directions.[1/2009]
(6) Subject to subsection (7), the Authority must not refuse an application for approval under subsection (1) without giving the licensed financial adviser an opportunity to be heard.
(7) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the licensed financial adviser an opportunity to be heard:(a)
the person is an undischarged bankrupt, whether in Singapore or elsewhere;
(b)
a prohibition order has been made, and remains in force, against the person;[Act 18 of 2022 wef 31/07/2024]
(c)
the person has been convicted, whether in Singapore or elsewhere, of an offence —(i)
involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and
(ii)
punishable with imprisonment for a term of 3 months or more.
(8) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard.
(9) Any licensed financial adviser which is aggrieved by the decision of the Authority under subsection (1) may, within 30 days of the decision of the Authority, appeal in writing to the Minister.
(10) Any licensed financial adviser which, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
(11) Without affecting the Authority’s power to impose conditions or restrictions under section 10, the Authority may at any time, by written notice to a licensed financial adviser, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition.[1/2009]
(12) Any person who contravenes any condition or restriction imposed under subsection (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.[1/2009]
(13) In this section, “chief executive officer” means any person, by whatever name described, who is —(a)
in the direct employment of, or acting for or by arrangement with, a licensed financial adviser; and
(b)
principally responsible for the management and conduct of any type of business of the financial adviser in Singapore.[56
Disqualification or removal of officer of licensed financial adviser
Open ↗64.—(1) Despite the provisions of any other written law —(a)
a licensed financial adviser must not, without the prior written consent of the Authority, permit an individual to act as its executive officer; and
(b)
a licensed financial adviser which is incorporated in Singapore must not, without the prior written consent of the Authority, permit an individual to act as its director,
if the individual —
(c)
has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 7 of the Financial Institutions (Miscellaneous Amendments) Act 2024, being an offence —(i)
involving fraud or dishonesty;
(ii)
the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or
(iii)
that is specified in the Third Schedule to the Registration of Criminals Act 1949;
(d)
is an undischarged bankrupt, whether in Singapore or elsewhere;
(e)
has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;
(f)
has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;
(g)
has had a prohibition order or a related Acts prohibition order made against him or her that remains in force; or
(h)
has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —(i)
which is being or has been wound up by a court; or
(ii)
the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.
(2) Despite the provisions of any other written law, where the Authority is satisfied that a director of a licensed financial adviser which is incorporated in Singapore, or an executive officer of a licensed financial adviser, is not a fit and proper person to be a director or executive officer (as the case may be) of the licensed financial adviser, the Authority may, by notice in writing to the licensed financial adviser, direct it to remove the director or executive officer (as the case may be) from his or her office or employment within such period as the Authority may specify in the notice, and the licensed financial adviser must comply with the notice.
(3) For the purpose of subsection (2), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —(a)
the individual has wilfully contravened or wilfully caused the licensed financial adviser to contravene any provision of this Act;
(b)
the individual has, without reasonable excuse, failed to secure the compliance of the licensed financial adviser with this Act, the Monetary Authority of Singapore Act 1970, or any of the written laws set out in the Schedule to that Act;
(c)
the individual has failed to discharge any of the duties of his or her office or employment;
(d)
the individual’s removal is necessary in the public interest or for the protection of investors; or
(e)
the individual comes within any of the grounds mentioned in subsection (1).
(4) The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (3)(c), have regard to such criteria as may be prescribed.
(5) The Authority must not direct a licensed financial adviser to remove an individual from his or her office or employment under subsection (2) without giving the licensed financial adviser and that individual an opportunity to be heard, except in any of the following circumstances: (a)
the individual is an undischarged bankrupt, whether in Singapore or elsewhere;
(b)
a prohibition order against the individual has been made that remains in force;
(c)
the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 7 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —(i)
involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and
(ii)
punishable with imprisonment for a term of 3 months or more.
(6) A licensed financial adviser must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction.
(7) A licensed financial adviser who receives a direction under subsection (2), or any director or executive officer of a licensed financial adviser in relation to whom a direction under subsection (2) is given, may, within 30 days after the licensed financial adviser receives the direction, appeal to the Minister whose decision is final.
(8) Despite the lodging of an appeal under subsection (7), any direction under subsection (2) continues to have effect pending the Minister’s decision.
(9) The Minister may, when deciding an appeal under subsection (7), modify the direction under subsection (2), and such modified action has effect starting on the date of the Minister’s decision.
(10) Any licensed financial adviser who, without reasonable excuse, contravenes subsection (1) or fails to comply with a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
(11) No civil or criminal liability is incurred by a licensed financial adviser, or any person acting on behalf of a licensed financial adviser, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.
(12) In this section, “related Acts prohibition order” means —(a)
an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of the Financial Services and Markets Act 2022;
(b)
an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of the Financial Services and Markets Act 2022, and as continued by section 218(2) of the Financial Services and Markets Act 2022;
(c)
a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022;
(d)
a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022, and as continued by section 220(3) of the Financial Services and Markets Act 2022;
(e)
a prohibition order made under section 123ZZC(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022; or
(f)
a prohibition order made under section 123ZZC(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022, and as continued by section 220(5) of the Financial Services and Markets Act 2022.[Act 12 of 2024 wef 24/01/2025]
Control of take-over of licensed financial adviser
Open ↗65.—(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.[1/2009]
(2) A person must not obtain effective control of a licensed financial adviser that is a company, unless the person has obtained the prior approval of the Authority.[Act 12 of 2024 wef 24/01/2025]
(3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that —(a)
the applicant is a fit and proper person to have effective control of the licensed financial adviser;
(b)
having regard to the applicant’s likely influence, the licensed financial adviser is likely to continue to conduct its business prudently and comply with the provisions of this Act and directions made thereunder; and
(c)
the applicant satisfies such other criteria as may be prescribed.[1/2009]
[Act 12 of 2024 wef 24/01/2025]
(4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —(a)
restricting the applicant’s disposal or further acquisition of shares or voting power in the licensed financial adviser; or
(b)
restricting the applicant’s exercise of voting power in the licensed financial adviser,
and the applicant must comply with such conditions.
[1/2009]
(4A) The Authority may at any time add to or vary any condition imposed under subsection (4) and the applicant must comply with the condition so added to or varied.[Act 12 of 2024 wef 24/01/2025]
(4B) The Authority may at any time revoke any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (4A)).[Act 12 of 2024 wef 24/01/2025]
(5) Any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (4A)) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the licensed financial adviser.[1/2009]
[Act 12 of 2024 wef 24/01/2025]
(6) For the purposes of this section and section 66 —(a)
a person has effective control of a licensed financial adviser —(i)
if the person, alone or acting together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the licensed financial adviser;
(ii)
if the person, alone or acting together with any connected person, controls, directly or indirectly, 20% or more of the voting power in the licensed financial adviser;
(iii)
if the licensed financial adviser or its directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person (whether conveyed by the person alone or together with any other person, and whether with or without holding shares or controlling voting power in the licensed financial adviser); or
(iv)
if the person (whether alone or acting together with any other person, and whether with or without holding shares or controlling voting power in the licensed financial adviser) is able to determine the policy of the licensed financial adviser; and[Act 12 of 2024 wef 24/01/2025]
(b)
[Deleted by Act 12 of 2024 wef 24/01/2025]
(c)
a reference to the voting power in the licensed financial adviser is a reference to the total number of votes that may be cast in a general meeting of the licensed financial adviser.[1/2009]
(7) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $75,000 or to imprisonment for a term not exceeding 3 years or to both.[1/2009]
(8) Any person who fails to comply with a condition imposed under subsection (4) (including a condition added to or varied under subsection (4A)) shall be guilty of an offence.[57A
[1/2009]
[Act 12 of 2024 wef 24/01/2025]
Objection to control of licensed financial adviser
Open ↗66.—(1) The Authority may serve a written notice of objection on —(a)
any person required to obtain the Authority’s approval or who has obtained the approval under section 65; or
(b)
any person who has effective control of the licensed financial adviser,
if the Authority is satisfied that —
(c)
any condition of approval imposed on the person under section 65(4) (including a condition that has been added to or varied under section 65(4A)) has not been complied with;[Act 12 of 2024 wef 24/01/2025]
(d)
the person is not or ceases to be a fit and proper person to have effective control of the licensed financial adviser;
(e)
having regard to the likely influence of the person, the licensed financial adviser is not able to or is no longer likely to conduct its business prudently or to comply with the provisions of this Act or any direction made thereunder;
(f)
the person does not or ceases to satisfy such criteria as may be prescribed;
(g)
the person has provided false or misleading information or documents in connection with an application under section 65; or
(h)
the Authority would not have granted its approval under section 65 had it been aware, at that time, of circumstances relevant to the person’s application for such approval.[1/2009]
[Act 12 of 2024 wef 24/01/2025]
(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:(a)
the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;
(b)
a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person;
(c)
a prohibition order has been made, and remains in force, against the person;[Act 12 of 2024 wef 24/01/2025]
(d)
the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.[1/2009]
(3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —(a)
take such steps as are necessary to ensure that the person ceases to have effective control of the licensed financial adviser; or[Act 12 of 2024 wef 24/01/2025]
(b)
comply with such other requirements as the Authority may specify in the written notice of objection.[1/2009]
[Act 12 of 2024 wef 24/01/2025]
(4) Any person served with a notice of objection under this section must comply with the notice.[1/2009]
(5) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $75,000 or to imprisonment for a term not exceeding 3 years or to both.[57B
[1/2009]
Power of Authority to issue written directions
Open ↗67.—(1) The Authority may, if it thinks it necessary or expedient in the interests of the public or a section of the public or for the protection of investors or policy owners, issue written directions, either of a general or specific nature, to —(a)
any licensed financial adviser;
(b)
any person exempt under section 20 or 130;
(c)
any representative;
(d)
any supervisor of a financial adviser; or
(e)
any class of the persons referred to in paragraph (a), (b), (c) or (d),
to comply with such requirements as the Authority may specify in the written directions, or for any other purpose.
[1/2009; 35/2012; 18/2015]
[Act 12 of 2024 wef 30/08/2024]
(2) Without limiting subsection (1), written directions may be issued —(a)
with respect to —(i)
the standards to be maintained by —(A)
a licensed financial adviser;
(B)
any person exempt under section 20 or 130; or
(C)
any representative,
in the conduct of his or her business, including the provision of any financial advisory service to any person outside Singapore and the duties to be undertaken when making recommendations to clients in respect of investment products;
(ii)
the standards to be maintained by any supervisor of a financial adviser in the conduct of the supervisor’s functions and duties;
(iii)
the type and frequency of financial returns and other information to be submitted to the Authority;
(iv)
the qualifications (including educational qualifications), experience, expertise or training of representatives, supervisors or officers (including the chief executive officer and any director) of a licensed financial adviser or an exempt financial adviser mentioned in section 20; and
(v)
the procedure for the conduct of disciplinary control of licensed financial advisers, exempt financial advisers and their representatives;
(b)
where any person is contravening, is likely to contravene or has contravened, any provision of this Act, to require the person —(i)
to comply with that provision or to cease contravention of that provision;
(ii)
to take such action necessary to enable the person to conduct his or her business in accordance with sound principles;
(iii)
where the person is a corporation, to remove any of its directors;
(iv)
to remove any person whom the Authority considers unfit to be associated with him or her;
(v)
to take action as to the disposition or recovery of assets;
(vi)
to take any available step for the recovery of sums which appear to the Authority to have been improperly paid; or
(vii)
to make good any default committed by him or her; or
(c)
for any other purpose specified in this Act.[1/2009; 18/2015]
(3) It is not necessary to publish any written direction issued under subsection (1) in the Gazette.[35/2012]
(4) The Authority may at any time vary, rescind or revoke any written direction issued under subsection (1).
(5) Any person who fails to comply with any requirement specified in a written direction issued under subsection (1) 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.
(6) In this section, “written direction” includes a circular or notice.[58
Records to be kept by Authority
Open ↗72.—(1) The Authority must keep in such form as it thinks fit records of licensed financial advisers setting out the following information of each of them:(a)
its name;
(b)
the address of the principal place of business at which it carries on the business in respect of which the licence is held;
(c)
the type or types of financial advisory service and investment product to which its licence relates;
(d)
where the business is carried on under a name or style other than the name of the holder of the licence, the name or style under which the business is carried on;
(e)
officers removed by it from office or employment on the direction of the Authority under section 64; and
(f)
such other information as may be prescribed.[1/2009]
(2) The Authority must also keep in such form as it thinks fit records on persons against whom prohibition orders had been made under section 68 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of the Financial Services and Markets Act 2022 or as continued by section 217(2) of that Act.[1/2009]
[Act 18 of 2022 wef 31/07/2024]
(3) The Authority may publish the records mentioned in subsections (1) and (2), or any part of them in such manner as it considers appropriate.[1/2009]
(4) Any person may, upon payment of such fee as may be prescribed, in the manner specified by the Authority, inspect and take an extract from the records established under subsection (1) or (2), and any such extract, certified by the Authority to be a true copy, is admissible as prima facie evidence of the matter stated therein in any legal proceedings.[63
[1/2009]
[Act 12 of 2024 wef 24/01/2025]
Records and public register of representatives
Open ↗73.—(1) The Authority must keep in such form as it thinks fit records of the following information of each appointed representative and provisional representative:(a)
his or her name;
(b)
the name of his or her current principal and every past principal (if any);
(c)
the current and past types of financial advisory service provided by him or her, and the date of commencement and cessation (if any) of such service;
(d)
where the business of the principal for which he or she acts is carried on under a name or style other than the name of the principal, the name or style under which the business is carried on;
(e)
disciplinary proceedings or other action taken by the Authority against him or her and published under section 77; and
(f)
such other information as may be prescribed.[1/2009]
(2) The information mentioned in subsection (1) need only be kept for such period of time as the Authority considers appropriate.[1/2009]
(3) The Authority may reproduce the records mentioned in subsection (1) or any part of them in a public register of representatives which must be published in such manner as it considers appropriate.[63A
[1/2009]
Codes, guidelines, etc., by Authority
Open ↗74.—(1) The Authority may issue, and publish by notification in the Gazette or in any other manner it considers appropriate, such codes, guidelines, policy statements, practice notes and no‑action letters as it considers appropriate for providing guidance —(a)
in furtherance of its regulatory objectives;
(b)
in relation to any matter relating to any of the functions of the Authority under this Act; or
(c)
in relation to the operation of any of the provisions of this Act.
(2) The Authority may, at any time, amend or revoke the whole or any part of any code, guideline, policy statement, practice note or no‑action letter issued under this section.
(3) Where amendments are made under subsection (2) —(a)
the other provisions of this section apply, with the necessary modifications, to such amendments as they apply to the code, guideline, policy statement, practice note or no‑action letter; and
(b)
any reference in this Act or any other written law to the code, guideline, policy statement, practice note or no‑action letter, however expressed, is, unless the context otherwise requires, a reference to the code, guideline, policy statement, practice note or no‑action letter as so amended.
(4) Any person who fails to comply with any of the provisions of a code, guideline, policy statement or practice note issued under this section that applies to him or her does not of itself render that person liable to criminal proceedings, but any such failure may, in any proceedings, whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or negate any liability which is in question in the proceedings.
(5) The issue by the Authority of a no‑action letter does not of itself prevent the institution of any proceedings against any person for the contravention of any provision of this Act.
(6) Any code, guideline, policy statement or practice note issued under this section may be of general or specific application, and may specify that different provisions thereof apply to different circumstances or provide for different cases or classes of cases.
(7) To avoid doubt, any code, guideline, policy statement, practice note or no‑action letter issued under this section is not subsidiary legislation.
(8) In this section, a no‑action letter means a letter written by the Authority to a person to the effect that, if the facts are as represented by the person, the Authority will not institute proceedings against the person in respect of a particular state of affairs or particular conduct.[64
Appointment of assistants
Open ↗75.—(1) Subject to subsection (2), the Authority may appoint any person to exercise any of its powers or perform any of its functions or duties under this Act, either generally or in any particular case, except the power to make subsidiary legislation.
(2) The Authority may appoint one or more of its officers to exercise the power to grant an exemption to any person (not being an exemption granted to a class of persons) under a provision of this Act specified in the Third Schedule, or to revoke any such exemption.[Act 5 of 2025 wef 09/03/2025]
(2A) An appointment under subsection (2) must be published in the Gazette.[Act 5 of 2025 wef 09/03/2025]
(3) Any person appointed by the Authority under subsection (1) is deemed to be a public servant for the purposes of the Penal Code 1871.[65
General provisions as to winding up
Open ↗76.—(1) The persons who may apply under the Insolvency, Restructuring and Dissolution Act 2018 for the winding up of the affairs of a licensed financial adviser, or for the continuance of the winding up of the affairs of a licensed financial adviser subject to the supervision of the court, include the Authority.[40/2018]
(2) The Authority may, in accordance with the provisions of the Insolvency, Restructuring and Dissolution Act 2018, apply for the winding up of a licensed financial adviser if the licensed financial adviser has contravened any of the provisions of this Act.[40/2018]
(3) The Authority shall be a party to any proceedings under the Insolvency, Restructuring and Dissolution Act 2018 relating to the winding up of the affairs of a licensed financial adviser.[40/2018]
(4) The liquidator in any winding up referred to in subsection (3) must give the Authority such information as it may, from time to time, require about the affairs of the licensed financial adviser.
(5) Any liquidator who contravenes subsection (4) shall be guilty of an offence.[66
Power of Authority to publish information
Open ↗77. The Authority may, from time to time and in such form or manner as it considers appropriate, publish information relating to all or any of the following:(a)
the lapsing, revocation or suspension of the licence of any person under section 15;
(b)
the removal of any officer under section 64;
(c)
the making of any prohibition order against any person under section 68 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of the Financial Services and Markets Act 2022 or as continued by section 217(2) of that Act;[Act 18 of 2022 wef 31/07/2024]
(d)
the acceptance by any person of an offer to compound an offence under section 117;
(e)
the reprimand of any person under section 125;
(f)
the revocation or withdrawal of any exemption granted under this Act;
(g)
the conviction of any person for any offence under this Act;
(h)
the conviction of any licensed financial adviser for any offence, whether in Singapore or elsewhere;
(i)
any other action as may have been taken by the Authority against any person under this Act,
and any other information as the Authority may consider necessary or expedient to publish in the public interest.
[67
[1/2009]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
