§ 141 — Lapsing, surrender, revocation or suspension of licence

141.—(1) A licence lapses —(a)

in the case of a licensee that is an entity, if the licensee is wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b)

in the case of a licensee that is an individual, if the licensee dies, becomes mentally incapacitated or is adjudicated a bankrupt; or

(c)

upon the occurrence of such other event as may be prescribed.

(2) The Authority may revoke a licence if —(a)

it appears to the Authority that any of the following persons is not a fit and proper person under the Guidelines on Fit and Proper Criteria:(i)

the licensee;

(ii)

any officer or employee of the licensee;

(iii)

where the licensee is a partnership — any partner of that partnership;

(iv)

where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership;

(v)

where the licensee is a corporation — any 5% controller, 12% controller, 20% controller or indirect controller of the licensee;

(b)

it appears to the Authority that either of the following is not satisfactory:(i)

the financial standing of the licensee;

(ii)

the manner in which the licensee’s business is being conducted;

(c)

the licensee has contravened, or continues to contravene, any provision of this Act, or has failed, or continues to fail, to comply with any condition or restriction imposed by the Authority under this Act;

(d)

the licensee has failed, or continues to fail, to comply with any written notice issued by the Authority under this Act;

(e)

it appears to the Authority that the licensee has failed, or continues to fail, to comply with any of the licensee’s obligations under or arising from —(i)

this Part; or

(ii)

any written notice issued by the Authority under this Act;

(f)

the licensee has provided to the Authority any information or document required under this Act that is false or misleading in a material particular;

(g)

it appears to the Authority that any of the following persons has not performed that person’s duties under this Act honestly or fairly:(i)

the licensee;

(ii)

any officer or employee of the licensee;

(iii)

where the licensee is a partnership — any partner of that partnership;

(iv)

where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership;

(h)

it appears to the Authority that it would be contrary to the public interest for the licensee to continue its operations;

(i)

the licensee fails to pay the annual fee mentioned in section 140(1);

(j)

the licensee fails or ceases to carry on a business of providing any type of digital token service;

(k)

in the case of a licensee that is a corporation —(i)

the licensee fails or ceases to have an executive director who —(A)

is resident in Singapore; or

(B)

belongs to the prescribed class of persons mentioned in section 138(3)(b)(ii); or

(ii)

if any executive director of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(b)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(b)(ii);

(l)

in the case of a licensee that is a partnership —(i)

the licensee fails or ceases to have a partner who —(A)

is resident in Singapore; or

(B)

belongs to the prescribed class of persons mentioned in section 138(3)(c)(ii); or

(ii)

if any partner of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(c)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(c)(ii); or

(m)

in the case of a licensee that is a limited liability partnership — (i)

the licensee fails or ceases to have a partner or manager who —(A)

is resident in Singapore; or

(B)

belongs to the prescribed class of persons mentioned in section 138(3)(d)(ii); or

(ii)

if any partner or manager of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(d)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(d)(ii).

(3) The Authority may, if the Authority considers it desirable to do so —(a)

suspend the licence of a licensee for a specified period, instead of revoking the licence under subsection (2); and

(b)

at any time —(i)

extend the suspension for a specified period; or

(ii)

cancel the suspension.

(4) Except as provided in subsection (5), the Authority must not revoke a licence under subsection (2) or suspend a licence under subsection (3), without giving the licensee an opportunity to be heard.

(5) The Authority may revoke or suspend a licence of a licensee, without giving the licensee an opportunity to be heard, in any of the following circumstances:(a)

in the case of a licensee that is an entity — the licensee is in the course of being wound up or otherwise dissolved, 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, for or in respect of any property of the licensee;

(c)

any of the following persons has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty, or of an offence the conviction for which involves a finding that the person convicted had acted fraudulently or dishonestly, whether the applicable offence is committed before, on or after the date of commencement of this paragraph:(i)

the licensee;

(ii)

in the case of a licensee that is a corporation — any director, 5% controller, 12% controller, 20% controller or indirect controller of the licensee;

(iii)

in the case of a licensee that is a partnership — any partner of that partnership; and

(iv)

in the case of a licensee that is a limited liability partnership — any partner or manager of that limited liability partnership.

(6) A licensee whose licence has lapsed, or is revoked or suspended, must cease to carry on the business of providing any type of digital token service from the date the licence lapses, or the revocation or suspension takes effect, as the case may be.

(7) Despite the lapsing or revocation of a licence granted to a person, unless the Authority otherwise directs, sections 145, 158, 169, 170 and 171, continue to apply in relation to the person in respect of matters that occurred before the lapsing or revocation of the licence.

(8) A person that contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.

(9) A licensee may surrender the licensee’s licence by submitting to the Authority a written notice of surrender, in such form as may be specified by the Authority by written notice.

(10) Any surrender, lapsing, revocation or suspension of a person’s licence —(a)

does not avoid or affect any agreement, transaction or arrangement relating to the person’s business of providing any digital token service that is entered into by the person, whether the agreement, transaction or arrangement was entered into before or after the surrender, lapsing, revocation, or suspension (as the case may be) of the licence; and

(b)

does not affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

—(1) A licence lapses —(a)

in the case of a licensee that is an entity, if the licensee is wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b)

in the case of a licensee that is an individual, if the licensee dies, becomes mentally incapacitated or is adjudicated a bankrupt; or

(c)

upon the occurrence of such other event as may be prescribed.

(2) The Authority may revoke a licence if —(a)

it appears to the Authority that any of the following persons is not a fit and proper person under the Guidelines on Fit and Proper Criteria:(i)

the licensee;

(ii)

any officer or employee of the licensee;

(iii)

where the licensee is a partnership — any partner of that partnership;

(iv)

where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership;

(v)

where the licensee is a corporation — any 5% controller, 12% controller, 20% controller or indirect controller of the licensee;

(b)

it appears to the Authority that either of the following is not satisfactory:(i)

the financial standing of the licensee;

(ii)

the manner in which the licensee’s business is being conducted;

(c)

the licensee has contravened, or continues to contravene, any provision of this Act, or has failed, or continues to fail, to comply with any condition or restriction imposed by the Authority under this Act;

(d)

the licensee has failed, or continues to fail, to comply with any written notice issued by the Authority under this Act;

(e)

it appears to the Authority that the licensee has failed, or continues to fail, to comply with any of the licensee’s obligations under or arising from —(i)

this Part; or

(ii)

any written notice issued by the Authority under this Act;

(f)

the licensee has provided to the Authority any information or document required under this Act that is false or misleading in a material particular;

(g)

it appears to the Authority that any of the following persons has not performed that person’s duties under this Act honestly or fairly:(i)

the licensee;

(ii)

any officer or employee of the licensee;

(iii)

where the licensee is a partnership — any partner of that partnership;

(iv)

where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership;

(h)

it appears to the Authority that it would be contrary to the public interest for the licensee to continue its operations;

(i)

the licensee fails to pay the annual fee mentioned in section 140(1);

(j)

the licensee fails or ceases to carry on a business of providing any type of digital token service;

(k)

in the case of a licensee that is a corporation —(i)

the licensee fails or ceases to have an executive director who —(A)

is resident in Singapore; or

(B)

belongs to the prescribed class of persons mentioned in section 138(3)(b)(ii); or

(ii)

if any executive director of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(b)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(b)(ii);

(l)

in the case of a licensee that is a partnership —(i)

the licensee fails or ceases to have a partner who —(A)

is resident in Singapore; or

(B)

belongs to the prescribed class of persons mentioned in section 138(3)(c)(ii); or

(ii)

if any partner of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(c)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(c)(ii); or

(m)

in the case of a licensee that is a limited liability partnership — (i)

the licensee fails or ceases to have a partner or manager who —(A)

is resident in Singapore; or

(B)

belongs to the prescribed class of persons mentioned in section 138(3)(d)(ii); or

(ii)

if any partner or manager of the licensee belongs to the prescribed class of persons mentioned in section 138(3)(d)(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)(d)(ii).

(3) The Authority may, if the Authority considers it desirable to do so —(a)

suspend the licence of a licensee for a specified period, instead of revoking the licence under subsection (2); and

(b)

at any time —(i)

extend the suspension for a specified period; or

(ii)

cancel the suspension.

(4) Except as provided in subsection (5), the Authority must not revoke a licence under subsection (2) or suspend a licence under subsection (3), without giving the licensee an opportunity to be heard.

(5) The Authority may revoke or suspend a licence of a licensee, without giving the licensee an opportunity to be heard, in any of the following circumstances:(a)

in the case of a licensee that is an entity — the licensee is in the course of being wound up or otherwise dissolved, 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, for or in respect of any property of the licensee;

(c)

any of the following persons has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty, or of an offence the conviction for which involves a finding that the person convicted had acted fraudulently or dishonestly, whether the applicable offence is committed before, on or after the date of commencement of this paragraph:(i)

the licensee;

(ii)

in the case of a licensee that is a corporation — any director, 5% controller, 12% controller, 20% controller or indirect controller of the licensee;

(iii)

in the case of a licensee that is a partnership — any partner of that partnership; and

(iv)

in the case of a licensee that is a limited liability partnership — any partner or manager of that limited liability partnership.

(6) A licensee whose licence has lapsed, or is revoked or suspended, must cease to carry on the business of providing any type of digital token service from the date the licence lapses, or the revocation or suspension takes effect, as the case may be.

(7) Despite the lapsing or revocation of a licence granted to a person, unless the Authority otherwise directs, sections 145, 158, 169, 170 and 171, continue to apply in relation to the person in respect of matters that occurred before the lapsing or revocation of the licence.

(8) A person that contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.

(9) A licensee may surrender the licensee’s licence by submitting to the Authority a written notice of surrender, in such form as may be specified by the Authority by written notice.

(10) Any surrender, lapsing, revocation or suspension of a person’s licence —(a)

does not avoid or affect any agreement, transaction or arrangement relating to the person’s business of providing any digital token service that is entered into by the person, whether the agreement, transaction or arrangement was entered into before or after the surrender, lapsing, revocation, or suspension (as the case may be) of the licence; and

(b)

does not affect any right, obligation or liability arising under any such agreement, transaction or arrangement.