Regulations
59.—(1) The Authority may, from time to time, make such regulations as may be necessary or expedient for carrying out the purposes and provisions of this Act and for prescribing anything that may be required or authorised to be prescribed by this Act.
(2) Without prejudice to the generality of subsection (1), regulations may be made for or with respect to —(a)
the corporate governance, and the appointment and removal of directors and executive officers, of designated financial holding companies, their related corporations or other companies in which the designated financial holding company acquire or hold, directly or indirectly, a major stake as defined in section 31(10); and
(b)
the prohibition or restriction on mutual shareholdings held between the designated financial holding companies, related corporations and other companies referred to in paragraph (a).
(3) Regulations made under this section —(a)
may relate to all, or any class, category or description of persons or designated financial holding companies; and
(b)
may make different provisions for different classes, categories or descriptions of persons or designated financial holding companies or to a particular person or designated financial holding company or be of general or specifically limited application.
(4) Except as otherwise expressly provided in this Act, regulations made under this section may provide that any contravention thereof shall be an offence punishable —(a)
in the case of an individual, with a fine not exceeding $50,000 or with imprisonment for a term not exceeding 2 years or with both and, in the case of a continuing offence, with a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction; or
(b)
in any other case, with a fine not exceeding $100,000 and, in the case of a continuing offence, with a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
Notices to designated financial holding company
60.—(1) The Authority may, if it appears to the Authority to be necessary or expedient in the public interest, or in the interest of a FHC group or the financial system in Singapore, by notice in writing to a designated financial holding company or a class of designated financial holding companies give directions or impose requirements on or relating to the operations or activities of, or the standards to be maintained by, the designated financial holding company or designated financial holding companies.
(2) A designated financial holding company shall comply with any direction given to the designated financial holding company or any requirement imposed on the designated financial holding company by any notice issued under this Act.
(3) Any designated financial holding company which fails to comply with subsection (2) 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 thereof during which the offence continues after conviction.
(4) It shall not be necessary to publish any notice issued under this Act in the Gazette.
Appointment of assistants
61.—(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 section 74(2), 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) shall be deemed to be a public servant for the purposes of the Penal Code (Cap. 224).
Disqualification of directors and executive officers
62.—(1) Notwithstanding the provisions of any other written law, a designated financial holding company shall not, without the prior written consent of the Authority, permit a person to act as its director or executive officer if the person —(a)
has been convicted before, on or after the date of commencement of this section, whether in Singapore or elsewhere of an offence —(i)
involving fraud or dishonesty;
(ii)
the conviction for which involved a finding that he had acted fraudulently or dishonestly; or
(iii)
specified in the Third Schedule to the Registration of Criminals Act (Cap. 268);
(b)
is an undischarged bankrupt, whether in Singapore or elsewhere;
(c)
has had an enforcement order against him in respect of a judgement debt returned unsatisfied in whole or in part;[Act 25 of 2021 wef 30/06/2022]
(d)
has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation;
(e)
has had a prohibition order made against him that remains in force; or[Act 18 of 2022 wef 31/07/2024]
(f)
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 by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the regulatory authority in that foreign country or territory.
(2) Any designated financial holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(3) In this section —“prohibition order” means —(a)
a prohibition order made under section 68(1) of the Financial Advisers Act 2001 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;
(b)
a prohibition order made under section 68(1) of the Financial Advisers Act 2001 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, and as continued by section 217(2) of the Financial Services and Markets Act 2022;
(c)
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;
(d)
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;
(e)
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;
(f)
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;
(g)
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;
(h)
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; or
(i)
a prohibition order made under section 7(1) of the Financial Services and Markets Act 2022;[Act 18 of 2022 wef 31/07/2024]
“regulatory authority”, in relation to a foreign country, has the same meaning as that defined in section 53;
“regulated financial institution” means a financial institution that carries on a business the conduct of which is regulated or authorised, or subject to oversight, by the Authority or, if carried on in Singapore, would be regulated or authorised, or subject to oversight, by the Authority.
Appointment and removal of chief executive and other persons
63.—(1) Every designated financial holding company shall have a chief executive who is principally responsible for the management and conduct of the activities of its FHC group.
(2) No designated financial holding company shall appoint a person as director, chief executive or to such other position in the company as may be prescribed, unless —(a)
the designated financial holding company satisfies the Authority that the person is a fit and proper person to be so appointed; and
(b)
the Authority has approved the appointment.
(3) The Authority may grant its approval under subsection (2)(b), with or without conditions, and may at any time add to, vary or revoke any condition imposed.
(4) A designated financial holding company shall immediately inform the Authority where the designated financial holding company is of the view that a person appointed under subsection (2) is no longer a fit and proper person for the position to which that person was appointed.
(5) Notwithstanding any other written law, where the Authority is satisfied that a person so approved under subsection (2) —(a)
has wilfully contravened or wilfully caused the designated financial holding company to contravene any provision of this Act;
(b)
has, without reasonable excuse, failed to secure the compliance of the designated financial holding company with any provision of this Act, the Monetary Authority of Singapore Act (Cap. 186) or any of the written laws set out in the Schedule to that Act; or
(c)
has failed to discharge any of the duties of his office,
the Authority may, if it thinks it necessary in the public interest or the interest of the FHC group concerned, direct the designated financial holding company to remove the person from office or employment within such period as may be specified by the Authority in the notice, and the designated financial holding company shall comply with the notice.
(6) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, in determining whether the person so approved under subsection (2) has failed to discharge the duties of his office for the purposes of subsection (5)(c), have regard to such criteria as may be prescribed.
(7) Before directing a designated financial holding company to remove a person under subsection (5), the Authority shall —(a)
give the designated financial holding company and the person, notice in writing of its intention to do so; and
(b)
in the notice referred to in paragraph (a), call upon the designated financial holding company and the person to show cause, within such time as may be specified by the Authority in the notice, why the person should not be removed.
(8) If the designated financial holding company and the person referred to in subsection (7) —(a)
fail to show cause within the time specified in a notice issued under subsection (7) or within such extended period of time as the Authority may allow; or
(b)
fail to show sufficient cause,
the Authority may direct the designated financial holding company to remove the person under subsection (5).
(9) Any person who is aggrieved by a direction of the Authority under subsection (5) may, within 30 days after receiving the direction, appeal in writing to the Minister whose decision shall be final.
(10) Any designated financial holding company which contravenes subsection (1) or (2), or fails to comply with any condition of approval imposed under subsection (3), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(11) Any designated financial holding company which contravenes subsection (4) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(12) No criminal or civil liability shall be incurred by a designated financial holding company, or any person acting on behalf of the designated financial holding company, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the designated financial holding company under this section.
Offences by directors and executive officers of designated financial holding companies and false or misleading information, etc.
64.—(1) Subject to subsection (5), any director or executive officer of a designated financial holding company who fails to take all reasonable steps to secure compliance by the designated financial holding company with any provision of this Act or any other written law administered by the Authority that is applicable to designated financial holding companies in Singapore shall, if such failure is not already an offence under any other provision of this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both.
(2) Any person who —(a)
furnishes the Minister or the Authority with any information or document under or for the purposes of any provision of this Act which is false or misleading in a material particular; and
(b)
does not use due care to ensure that the information or document referred to in paragraph (a) is not false or misleading in any material particular,
shall, if the furnishing of such information or document which is false or misleading in a material particular is not already an offence under any other provision of this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both.
(3) In any proceedings against a person under subsection (1) or (2), it shall be a defence for him to prove that —(a)
he had reasonable grounds for believing that a competent and reliable person was charged with the duty of securing compliance with the provision of this Act or any other written law applicable to designated financial holding companies, or with the duty of ensuring that the information or document is not false or misleading in any material particular, as the case may be; and
(b)
the person referred to in paragraph (a) was in a position to discharge that duty.
(4) A person shall not be sentenced to imprisonment for any offence under subsection (1) or (2) unless, in the opinion of the court, he committed the offence wilfully.
Offences by directors, employees and agents
65. Any director, executive officer, trustee, auditor, employee or agent of any designated financial holding company who —(a)
wilfully makes or causes to be made a false entry in any book of record or in any report, slip, document or statement of the business, affairs, transactions, conditions, assets or accounts of that designated financial holding company;
(b)
wilfully omits to make an entry in any book of record or in any report, slip, document or statement of the business, affairs, transactions, conditions, assets or accounts of that designated financial holding company, or wilfully causes any such entry to be omitted; or
(c)
wilfully alters, abstracts, conceals or destroys an entry in any book of record or in any report, slip, document or statement of the business, affairs, transactions, conditions, assets or accounts of that designated financial holding company, or wilfully causes any such entry to be altered, abstracted, concealed or destroyed,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both.
Composition of offences
66.—(1) The Authority may, in its discretion, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine that is prescribed for the offence.
(2) On payment of such sum of money, no further proceedings shall be taken against that person in respect of the offence.
(3) The Authority may make regulations to prescribe the offences which may be compounded.
(4) All sums collected under this section shall be paid to the Consolidated Fund.
General penalty
67. Any designated financial holding company which contravenes any of the provisions of this Act for which no penalty is expressly provided 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 thereof during which the offence continues after conviction.
Jurisdiction of court
68. Notwithstanding any provision to the contrary in the Criminal Procedure Code (Cap. 68), a District Court shall have jurisdiction to try any offence under this Act and shall have power to impose the full penalty or punishment in respect of the offence.
Consent of Public Prosecutor
69. No prosecution in respect of any offence under this Act shall be instituted except with the consent of the Public Prosecutor.
Recovery of fees, expenses, etc.
70. There shall be recoverable as a civil debt due to the Authority from the designated financial holding company concerned —(a)
the amount of the levy payable under section 9; and
(b)
any remuneration and expenses payable by the designated financial holding company to —(i)
any person appointed under section 42(3);
(ii)
a statutory adviser appointed under section 47(2);
(iii)
a statutory manager appointed under section 47(2); and
(iv)
the Authority or any person appointed by the Authority under section 61 in relation to the Authority assuming control of any businesses of the designated financial holding company under section 47.
Operation of this Act not to affect Companies Act
71.—(1) Except as expressly provided by this Act, nothing in this Act shall affect the operation of the Companies Act (Cap. 50), and any designated financial holding company that is liable to be incorporated under that Act shall continue to be so liable as if this Act had not been passed.
(2) In case of conflict between the Companies Act and this Act, the provisions of this Act shall prevail unless otherwise provided in this Act.
Service of documents, etc.
72.—(1) Any notice, order or document required or authorised by this Act to be served on any person may be served —(a)
by delivering it to the person or to some adult member or employee of his family or household at his last known place of residence;
(b)
by leaving it at his usual or last known place of residence or business in an envelope addressed to the person;
(c)
by sending it by registered post addressed to the person at his usual or last known place of residence or business; or
(d)
in the case of a company, a partnership or body of persons —(i)
by delivering it to the secretary or other like officer of the company, partnership or body of persons at its registered office or principal place of business; or
(ii)
by sending it by registered post addressed to the company, partnership or body of persons at its registered office or principal place of business.
(2) Any notice, order or document sent by registered post to any person in accordance with subsection (1) shall be deemed to be duly served on the person at the time when the notice, order or document, as the case may be, would in the ordinary course of post be delivered.
(3) When proving service of the notice, order or document referred to in subsection (2), it shall be sufficient to prove that the envelope containing the notice, order or document, as the case may be, was properly addressed, stamped and posted by registered post.
Electronic service
73.—(1) The Authority may provide an electronic service for the service of any document that is required or authorised by this Act to be served on any person.
(2) For the purposes of the electronic service, the Authority may assign to any person —(a)
an authentication code; and
(b)
an account with the electronic service.
(3) Notwithstanding section 72, where any person has given his consent for any document to be served on him through the electronic service, the Authority may serve the document on that person by transmitting an electronic record of the document to that person’s account with the electronic service.
(4) Where a person has given his consent for a document to be served on him through the electronic service, the document shall be deemed to have been served at the time when an electronic record of the document enters his account with the electronic service.
(5) Notwithstanding any other written law, in any proceedings under this Act —(a)
an electronic record of any document that was served through the electronic service; or
(b)
any copy or print-out of that electronic record,
shall be admissible as evidence of the facts stated or contained therein if that electronic record, copy or print-out —
(i)
is certified by the Authority to contain all or any information served through the electronic service in accordance with this section; and
(ii)
is duly authenticated in the manner specified in subsection (7).
(6) For the avoidance of doubt —(a)
an electronic record of any document that was served through the electronic service; or
(b)
any copy or print-out of that electronic record,
shall not be inadmissible in evidence merely because the document was served without the delivery of any equivalent document or counterpart in paper form.
(7) For the purposes of this section, a certificate —(a)
giving the particulars of —(i)
any person whose authentication code was used to serve the document; and
(ii)
any person or device involved in the production or transmission of the electronic record of the document, or the copy or print-out thereof;
(b)
identifying the nature of the electronic record or copy or print‑out thereof; and
(c)
purporting to be signed by the Authority or by a person occupying a responsible position in relation to the operation of the electronic service at the relevant time,
shall be sufficient evidence that the electronic record, copy or print‑out has been duly authenticated, unless the court, in its discretion, calls for further evidence on this issue.
(8) Where the electronic record of any document, or a copy or print‑out of that electronic record, is admissible under subsection (5), it shall be presumed, until the contrary is proved, that the electronic record, copy or print‑out accurately reproduces the contents of that document.
(9) The Authority may make regulations which are necessary or expedient for carrying out the purposes of this section, including regulations prescribing the procedure for the use of the electronic service, including the procedure in circumstances where there is a breakdown or interruption of the electronic service.
(10) In this section —“account with the electronic service”, in relation to any person, means a computer account within the electronic service which is assigned by the Authority to that person for the storage and retrieval of electronic records relating to that person;
“authentication code”, in relation to any person, means an identification or identifying code, a password or any other authentication method or procedure which is assigned to that person for the purposes of identifying and authenticating the access to and use of the electronic service by that person;
“document” includes notice and order;
“electronic record” has the same meaning as in section 2 of the Electronic Transactions Act (Cap. 88).
General powers of exemption
74.—(1) The Authority may, by regulations, exempt any person or class of persons from all or any of the provisions of this Act, other than sections 13 and 14, subject to such conditions as may be prescribed.
(2) The Authority may, on the application of any person, by notice in writing, exempt the person from all or any of the provisions of this Act, other than sections 13 and 14, or any direction issued or requirement imposed by the Authority under this Act if the Authority considers it appropriate to do so in the circumstances of the case.
(3) An exemption under subsection (2) —(a)
may be granted subject to such conditions as the Authority may specify by notice in writing; and
(b)
need not be published in the Gazette.
(4) The Authority may at any time —(a)
revoke any exemption granted; or
(b)
add to, vary or revoke any condition imposed,
under this section.
Opportunity to be heard
75. Where this Act provides for a person to be given an opportunity to be heard by the Authority, the Authority may prescribe the manner in which the person shall be given the opportunity to be heard.
Amendment of Schedule
76.—(1) The Minister may from time to time, by order published in the Gazette, amend, add to or vary the Schedule.
(2) The Minister may, in any order under subsection (1), make such incidental, consequential or supplementary provisions as may be necessary or expedient.
(3) Any order made under subsection (1) shall be presented to Parliament as soon as possible after publication in the Gazette.
Transitional provision
77. For a period of 2 years after the date of commencement of any provision of this Act, the Minister may, by regulations, prescribe such provisions of a saving or transitional nature consequent on the enactment of that provision as he may consider necessary or expedient.
Consequential amendments to Banking Act
78. The Banking Act (Cap. 19) is amended —(a)
by deleting the definition of “financial holding company” in section 2(1) and substituting the following definition:“ “financial holding company” means a company designated by the Authority under section 4 of the Financial Holding Companies Act 2013;”;
(b)
by deleting the definition of “designated financial institution” in section 15(2);
(c)
by deleting the words “designated financial institution” wherever they appear in sections 15A, 15B, 15C, 15E, 16, 17 and 18 and substituting in each case the words “bank incorporated in Singapore”; and
(d)
by deleting the words “designated financial institutions” in the section headings of sections 15A, 15B and 15E and substituting in each case the words “banks incorporated in Singapore”.
Consequential amendment to Monetary Authority of Singapore Act
79. The Schedule to the Monetary Authority of Singapore Act (Cap. 186) is amended by inserting, immediately after item 12, the following item:“12A. Financial Holding Companies Act 2013”.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
