§ 136 — Interpretation of this Part

136.—(1) In this Part, unless the context otherwise requires —“5% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —(a)

has an interest in at least 5%, but less than 12%, of the shares in the corporation; or

(b)

is in a position to control at least 5%, but less than 12%, of the votes in the corporation;

“12% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —(a)

has an interest in at least 12%, but less than 20%, of the shares in the corporation; or

(b)

is in a position to control at least 12%, but less than 20%, of the votes in the corporation;

“20% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —(a)

has an interest in at least 20% of the shares in the corporation; or

(b)

is in a position to control at least 20% of the votes in the corporation;

“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

“book” includes any record, register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise;

“capital markets products” has the meaning given by section 2(1) of the Securities and Futures Act 2001;

“chief executive officer”, in relation to a corporation, means a person, by whatever name called, who —(a)

is in the direct employment of, or acting for or by arrangement with, the corporation; and

(b)

is principally responsible for the management and conduct of the business of the corporation;

“company” has the meaning given by section 4(1) of the Companies Act 1967;

“digital payment token” has the meaning given by section 2(1) of the Payment Services Act 2019;

“digital payment token service” has the meaning given by section 2(1) of the Payment Services Act 2019;

“digital token” means —(a)

a digital payment token; or

(b)

a digital representation of a capital markets product which —(i)

can be transferred, stored or traded electronically; and

(ii)

satisfies such other characteristics as the Authority may prescribe,

but does not include an excluded digital token;

“digital token service” has the meaning given by Part 1 of the First Schedule, but excludes any service that is specified in Part 2 of that Schedule;

“digital token service provider” means any person that provides a digital token service;

“digital token service user” means any person that uses a digital token service;

“director” has the meaning given by section 4(1) of the Companies Act 1967;

“e-money” has the meaning given by section 2(1) of the Payment Services Act 2019;

“employee”, in relation to an employer, includes an individual seconded or temporarily transferred to the employer from another employer;

“entity” means any body corporate or unincorporate, whether incorporated, formed or established in or outside Singapore;

“excluded digital token” means a digital token that is prescribed by the Authority as an excluded digital token;

“executive director” means a director who is concurrently an executive officer;

“executive officer”, in relation to a corporation, means any individual, by whatever name called, who —(a)

is in the direct employment of, or acting for or by arrangement with, the corporation; and

(b)

is concerned with or takes part in the management of the corporation on a day‑to‑day basis;

“financial regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act or any other MAS scheduled Act;

“indirect controller”, in relation to a corporation (being a licensee) —(a)

means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in the corporation —(i)

in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed or under an obligation, whether formal or informal, to act; or

(ii)

that is in a position to determine the policy of the corporation; but

(b)

excludes any person —(i)

who is a director or other officer of the corporation and whose appointment has been approved by the Authority; or

(ii)

in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity;

“licence” means a licence granted under section 138;

“licensee” means a digital token service provider the licence of which is in force;

“limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005;

“money” includes e-money but excludes any digital payment token and any excluded digital token;

“partner”, in relation to a limited liability partnership, has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;

“permanent place of business”, in relation to a person, means each fixed location in Singapore used by the person, for carrying on the person’s business, regardless whether the business is carried on within a single building or at a single business address;

“place of business”, in relation to a licensee, means any location (including a kiosk that can be moved from one location to another) in Singapore used by the licensee, for carrying on its business;

“registered office” means a registered office maintained under section 142(1) or 370(1) of the Companies Act 1967;

“regulated financial institution” means a person that carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, could be regulated or authorised by the Authority;

“share” has the meaning given by section 4(1) of the Companies Act 1967 and includes an interest in a share;

“VCC” or variable capital company has the meaning given by section 2(1) of the Variable Capital Companies Act 2018.

(2) In this Part, unless the context otherwise requires —(a)

a person has an interest in a share if —(i)

the person has or is treated as having an interest in that share under section 7(1A), (1B), (2), (6) and (7) to (10) of the Companies Act 1967; or

(ii)

the person has any legal or equitable interest in that share, except an interest that is to be disregarded under section 7(9) of the Companies Act 1967;

(b)

a reference to the control of a percentage of the votes in a corporation (being a licensee) is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the corporation; and

(c)

a person (A) is an associate of another person (B) if —(i)

A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter, or a brother or sister, of B;

(ii)

A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iii)

A is a person that is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iv)

A is a subsidiary of B;

(v)

A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control 20% or more of the votes in A; or

(vi)

A is a person with whom B has an agreement or arrangement (whether oral or in writing and whether express or implied) to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the corporation (being a licensee) mentioned in the definition of “5% controller”, “12% controller” or “20% controller”.

(3) For the purposes of section 137(2) and (4), the provision of a digital token service is incidental to any other business carried on by a person, if the digital token service —(a)

is carried on, offered or provided by that person to support that other business; and

(b)

is provided by that person in connection with the carrying on of that other business.

—(1) In this Part, unless the context otherwise requires —“5% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —(a)

has an interest in at least 5%, but less than 12%, of the shares in the corporation; or

(b)

is in a position to control at least 5%, but less than 12%, of the votes in the corporation;

“12% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —(a)

has an interest in at least 12%, but less than 20%, of the shares in the corporation; or

(b)

is in a position to control at least 12%, but less than 20%, of the votes in the corporation;

“20% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates —(a)

has an interest in at least 20% of the shares in the corporation; or

(b)

is in a position to control at least 20% of the votes in the corporation;

“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

“book” includes any record, register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise;

“capital markets products” has the meaning given by section 2(1) of the Securities and Futures Act 2001;

“chief executive officer”, in relation to a corporation, means a person, by whatever name called, who —(a)

is in the direct employment of, or acting for or by arrangement with, the corporation; and

(b)

is principally responsible for the management and conduct of the business of the corporation;

“company” has the meaning given by section 4(1) of the Companies Act 1967;

“digital payment token” has the meaning given by section 2(1) of the Payment Services Act 2019;

“digital payment token service” has the meaning given by section 2(1) of the Payment Services Act 2019;

“digital token” means —(a)

a digital payment token; or

(b)

a digital representation of a capital markets product which —(i)

can be transferred, stored or traded electronically; and

(ii)

satisfies such other characteristics as the Authority may prescribe,

but does not include an excluded digital token;

“digital token service” has the meaning given by Part 1 of the First Schedule, but excludes any service that is specified in Part 2 of that Schedule;

“digital token service provider” means any person that provides a digital token service;

“digital token service user” means any person that uses a digital token service;

“director” has the meaning given by section 4(1) of the Companies Act 1967;

“e-money” has the meaning given by section 2(1) of the Payment Services Act 2019;

“employee”, in relation to an employer, includes an individual seconded or temporarily transferred to the employer from another employer;

“entity” means any body corporate or unincorporate, whether incorporated, formed or established in or outside Singapore;

“excluded digital token” means a digital token that is prescribed by the Authority as an excluded digital token;

“executive director” means a director who is concurrently an executive officer;

“executive officer”, in relation to a corporation, means any individual, by whatever name called, who —(a)

is in the direct employment of, or acting for or by arrangement with, the corporation; and

(b)

is concerned with or takes part in the management of the corporation on a day‑to‑day basis;

“financial regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act or any other MAS scheduled Act;

“indirect controller”, in relation to a corporation (being a licensee) —(a)

means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in the corporation —(i)

in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed or under an obligation, whether formal or informal, to act; or

(ii)

that is in a position to determine the policy of the corporation; but

(b)

excludes any person —(i)

who is a director or other officer of the corporation and whose appointment has been approved by the Authority; or

(ii)

in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity;

“licence” means a licence granted under section 138;

“licensee” means a digital token service provider the licence of which is in force;

“limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005;

“money” includes e-money but excludes any digital payment token and any excluded digital token;

“partner”, in relation to a limited liability partnership, has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;

“permanent place of business”, in relation to a person, means each fixed location in Singapore used by the person, for carrying on the person’s business, regardless whether the business is carried on within a single building or at a single business address;

“place of business”, in relation to a licensee, means any location (including a kiosk that can be moved from one location to another) in Singapore used by the licensee, for carrying on its business;

“registered office” means a registered office maintained under section 142(1) or 370(1) of the Companies Act 1967;

“regulated financial institution” means a person that carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, could be regulated or authorised by the Authority;

“share” has the meaning given by section 4(1) of the Companies Act 1967 and includes an interest in a share;

“VCC” or variable capital company has the meaning given by section 2(1) of the Variable Capital Companies Act 2018.

(2) In this Part, unless the context otherwise requires —(a)

a person has an interest in a share if —(i)

the person has or is treated as having an interest in that share under section 7(1A), (1B), (2), (6) and (7) to (10) of the Companies Act 1967; or

(ii)

the person has any legal or equitable interest in that share, except an interest that is to be disregarded under section 7(9) of the Companies Act 1967;

(b)

a reference to the control of a percentage of the votes in a corporation (being a licensee) is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the corporation; and

(c)

a person (A) is an associate of another person (B) if —(i)

A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter, or a brother or sister, of B;

(ii)

A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iii)

A is a person that is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iv)

A is a subsidiary of B;

(v)

A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control 20% or more of the votes in A; or

(vi)

A is a person with whom B has an agreement or arrangement (whether oral or in writing and whether express or implied) to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the corporation (being a licensee) mentioned in the definition of “5% controller”, “12% controller” or “20% controller”.

(3) For the purposes of section 137(2) and (4), the provision of a digital token service is incidental to any other business carried on by a person, if the digital token service —(a)

is carried on, offered or provided by that person to support that other business; and

(b)

is provided by that person in connection with the carrying on of that other business.