Interpretation of this Part
Open ↗45. In this Part, unless the context otherwise requires —“business” includes affairs and property;
“office-holder”, in relation to a designated financial holding company, means any person acting in relation to the designated financial holding company as its liquidator, provisional liquidator, receiver, receiver and manager or an equivalent person;
“relevant business” means any business of a designated financial holding company —(a)
which the Authority has assumed control of under section 47(2)(c); or
(b)
in relation to which a statutory adviser or a statutory manager has been appointed under section 47(2)(b) or (c);
“statutory adviser” means a statutory adviser appointed under section 47;
“statutory manager” means a statutory manager appointed under section 47.
Information of insolvency, etc.
Open ↗46. Any designated financial holding company which is or is likely to become insolvent, or which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, shall immediately inform the Authority of that fact.
Action by Authority if designated financial holding company is unable to meet obligations, etc.
Open ↗47.—(1) Where —(a)
a designated financial holding company informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;
(b)
a designated financial holding company becomes unable to meet its obligations, or is insolvent, or suspends payments;
(c)
the Authority is of the opinion that the designated financial holding company —(i)
is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it is about to suspend payments; or
(ii)
has contravened any of the provisions of this Act; or
(d)
the Authority considers it in the public interest to do so,
the Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary.
(2) Subject to subsection (1), the Authority may —(a)
require the designated financial holding company concerned immediately to take any action or to do or not to do any act or thing whatsoever in relation to its businesses, including —(i)
suspending any payments, as the Authority may consider necessary; and
(ii)
removing any of its directors or any executive officer whom the Authority considers unfit to be associated with it;
(b)
subject to subsection (3), appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the designated financial holding company on the proper management of such of the businesses of the designated financial holding company as the Authority may determine; or
(c)
assume control of and manage such of the businesses of the designated financial holding company as the Authority may determine, or appoint one or more persons as statutory managers to do so on such terms and conditions as the Authority may specify.
(3) Where the Authority appoints 2 or more persons as statutory managers of a designated financial holding company, it shall specify in the terms and conditions of the appointment which of the duties, functions and powers of the statutory manager —(a)
may be discharged or exercised by such persons jointly and severally;
(b)
shall be discharged or exercised by such persons jointly; and
(c)
shall be discharged or exercised by a specified person of such persons.
(4) Where the Authority has exercised any power under subsection (2), it may at any time do one or more of the following:(a)
vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;
(b)
further exercise any of the powers under subsection (2);
(c)
add to, vary or revoke any term or condition specified by the Authority under this section.
(5) Any designated financial holding company which fails to comply with a direction issued by the Authority under subsection (2)(a) 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.
(6) No liability shall be incurred by —(a)
a statutory manager; or
(b)
a statutory adviser,
for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —
(i)
the exercise or purported exercise of any power under this Act;
(ii)
the performance or purported performance of any function or duty under this Act; or
(iii)
the compliance or purported compliance with this Act.
Effect of assumption of control under section 47
Open ↗48.—(1) During the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company, the Authority or statutory manager shall manage the relevant business of the designated financial holding company in the name of and on behalf of the designated financial holding company and shall be deemed to be an agent of the designated financial holding company.
(2) In managing the relevant business of a designated financial holding company, the Authority or statutory manager shall have all the duties, powers and functions of the members of the board of directors of the designated financial holding company (collectively and individually) under this Act, the Companies Act (Cap. 50) and the constitution of the designated financial holding company, including powers of delegation, in relation to the relevant business of the designated financial holding company; but nothing in this subsection shall require the Authority or statutory manager to call any meeting of the designated financial holding company under the Companies Act or the constitution of the designated financial holding company.
(3) Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a designated financial holding company by the Authority or statutory manager, any appointment of a person as chief executive or director of the designated financial holding company which was in force immediately before the assumption of control, shall be deemed to be revoked unless the Authority gives its approval, by notice in writing to the person and the designated financial holding company, for the person to remain in the appointment.
(4) Notwithstanding any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company, no person shall be appointed as chief executive or director of the designated financial holding company, in so far as the appointment relates to the relevant business of the designated financial holding company, except with the approval of the Authority.
(5) Where the Authority has given its approval under subsection (3) or (4) to a person to remain in the appointment of, or to be appointed as, chief executive or director of a designated financial holding company, the Authority may at any time, by notice in writing to the person, revoke its approval and such appointment shall be deemed to be revoked on the date specified in the notice.
(6) Notwithstanding any written law or rule of law, if any person whose appointment as chief executive or director of a designated financial holding company is revoked under subsection (3) or (5) acts or purports to act after the revocation, as chief executive or director of the designated financial holding company in relation to the relevant business of the designated financial holding company, during the period when the Authority or statutory manager is in control of the relevant business of the designated financial holding company —(a)
the act or purported act of the person shall be invalid and of no effect; and
(b)
the person shall be guilty of an offence.
(7) Notwithstanding any written law or rule of law, if any person who is appointed as chief executive or director of a designated financial holding company in contravention of subsection (4) acts or purports to act, as chief executive or director of the designated financial holding company in relation to the relevant business of the designated financial holding company, during the period when the Authority or statutory manager is in control of the relevant business of the designated financial holding company —(a)
the act or purported act of the person shall be invalid and of no effect; and
(b)
the person shall be guilty of an offence.
(8) During the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company —(a)
if there is any conflict or inconsistency between —(i)
a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and
(ii)
a direction or decision given by any chief executive, director, member, executive officer, employee, agent or office‑holder, or the board of directors, of the designated financial holding company, or any trustee for the designated financial holding company,
the direction or decision referred to in sub‑paragraph (i) shall, to the extent of the conflict or inconsistency, prevail over the direction or decision referred to in sub‑paragraph (ii); and
(b)
no person shall exercise any voting or other right attached to any share in the designated financial holding company in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act shall be invalid and of no effect.
(9) Any person who contravenes subsection (8)(b) shall be guilty of an offence.
(10) Any person who is guilty of an offence under subsection (6), (7) or (8) 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 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
(11) In this section, “constitution of the designated financial holding company” means the memorandum of association and articles of association of the designated financial holding company or other instrument under which the designated financial holding company is incorporated, formed or established.
Duration of control
Open ↗49.—(1) The Authority shall cease to be in control of the relevant business of a designated financial holding company when the Authority is satisfied that the reasons for its assumption of control of the relevant business have ceased to exist.
(2) A statutory manager shall be deemed to have assumed control of the relevant business of a designated financial holding company on the date of his appointment as a statutory manager.
(3) The appointment of a statutory manager in relation to the relevant business of a designated financial holding company may be revoked by the Authority at any time —(a)
if the Authority is satisfied that the reasons for the appointment have ceased to exist; or
(b)
on any other ground,
and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the designated financial holding company.
(4) The Authority shall publish in the Gazette the date, and such other particulars as it thinks fit, of —(a)
its assumption of control of the relevant business of a designated financial holding company;
(b)
the cessation of its control of the relevant business of a designated financial holding company;
(c)
the appointment of a statutory manager in relation to the relevant business of a designated financial holding company; and
(d)
the revocation of a statutory manager’s appointment in relation to the relevant business of a designated financial holding company.
Responsibilities of officers, member, etc., of designated financial holding company
Open ↗50.—(1) During the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company —(a)
the General Division of the High Court may, on an application of the Authority or statutory manager, direct any person who has ceased to be or who is still a chief executive, director, member, executive officer, employee, agent, banker, auditor or office‑holder of, or trustee for, the designated financial holding company to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the General Division of the High Court may specify, any property or book of the designated financial holding company which is comprised in, forms part of or relates to the relevant business of the designated financial holding company, and which is in his possession or control; and[Act 40 of 2019 wef 30/06/2022]
(b)
any person who has ceased to be or who is still a chief executive, director, member, executive officer, employee, agent, banker, auditor or office‑holder of, or trustee for, the designated financial holding company shall give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of its or his duties or functions, or the exercise of its or his powers, in relation to the designated financial holding company, within such time and in such manner as may be specified by the Authority or statutory manager.
(2) Any person who —(a)
without reasonable excuse, fails to comply with subsection (1)(b); or
(b)
in purported compliance with subsection (1)(b), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,
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 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.
Remuneration and expenses of Authority and others in certain cases
Open ↗51. The Authority may at any time fix the remuneration and expenses to be paid by a designated financial holding company —(a)
to a statutory adviser or statutory manager appointed in relation to the designated financial holding company, whether or not the appointment has been revoked; and
(b)
where the Authority has assumed control of the relevant business of the designated financial holding company, to the Authority and any person appointed by the Authority under section 61 in relation to its assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.
Winding up where designated financial holding company is co‑operative society
Open ↗52.—(1) Where a designated financial holding company is a co‑operative society, no proceedings for the transfer of assets and liabilities, dissolution or winding up of the co-operative society shall be taken under sections 74, 75 and 83 to 89 of the Co‑operative Societies Act (Cap. 62).
(2) Notwithstanding section 101 of the Co‑operative Societies Act, any designated financial holding company that is a co‑operative society shall be deemed to be an unregistered company within the meaning of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 and may be wound up by the Court under the Insolvency, Restructuring and Dissolution Act 2018 (as modified by this section) and the applicable provisions of this Part.[Act 40 of 2018 wef 30/06/2022]
(3) In any winding up —(a)
in applying the provisions of the Insolvency, Restructuring and Dissolution Act 2018, any reference to the Registrar of Companies is to be read as a reference to the Registrar under the Co‑operative Societies Act;[Act 40 of 2018 wef 30/06/2022]
(b)
[Deleted by Act 40 of 2018 wef 30/06/2022]
(c)
upon winding up of the society, the assets shall be applied first to the cost of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital or subscription capital, and then, provided that the by-laws of the society permit, to the payment of a dividend or patronage refund at a rate not exceeding that laid down in the rules made under the Co‑operative Societies Act or in the by‑laws for any period during which no dividend or patronage refund was in fact paid; and
(d)
any moneys remaining after the application of the funds to the purposes specified in paragraph (c), shall be carried to the Co‑operative Societies Liquidation Account kept by the Registrar and section 89(4) and (5) of the Co‑operative Societies Act shall apply to deal with the moneys in the Co‑operative Societies Liquidation Account.
(3A) Despite subsection (2) and section 101 of the Co‑operative Societies Act, in any winding up of a designated financial holding company that is a co‑operative society, section 344 of the Companies Act is applicable and in applying this provision —(a)
any reference to the register under the Companies Act is to be read as a reference to the register of societies mentioned in section 10A(1)(a) of the Co‑operative Societies Act; and
(b)
any reference to the Registrar under the Companies Act is to be read as a reference to the Registrar under the Co-operative Societies Act.[Act 40 of 2018 wef 30/06/2022]
(4) In this section, “Court” means the General Division of the High Court.[Act 40 of 2019 wef 30/06/2022]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
