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Objectives of this Part
81T. The objectives of this Part are —(a) to provide a regulatory framework for the establishment and operation of holding companies of —(i) approved exchanges; (ia) licensed trade repositories; (ii) approved clearing houses; and (iii) corporations that are approved holding companies, and to ensure that such holding companies are fit and proper to perform their functions; and (b) to reduce systemic risk.[34/2012]
Requirement for approval
81U.—(1) No corporation may be the holding company of any approved exchange, licensed trade repository, approved clearing house or corporation which is an approved holding company, unless the firstmentioned corporation is an approved holding company.[34/2012] (2) Any corporation which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction. (3) Without affecting section 337(1), the Authority may, by regulations made under section 81ZK, exempt any corporation or class of corporations from subsection (1), subject to such conditions or restrictions as the Authority may prescribe in those regulations.[34/2012] (4) Without affecting section 337(3) and (4), the Authority may, by written notice, exempt any corporation from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that the exemption will not detract from the objectives specified in section 81T.[34/2012] (5) It is not necessary to publish any exemption granted under subsection (4) in the Gazette.[34/2012] (6) The Authority may, at any time, by written notice —(a) add to the conditions and restrictions referred to in subsection (4); or (b) vary or revoke any condition or restriction referred to in that subsection.[34/2012] (7) Every corporation that is granted an exemption under subsection (3) must satisfy every condition or restriction imposed on it under that subsection.[34/2012] (8) Every corporation that is granted an exemption under subsection (4) must satisfy every condition or restriction imposed on it under that subsection or subsection (6).[34/2012] (9) Any corporation which contravenes subsection (7) or (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.[34/2012]
Application for approval
81V.—(1) A corporation may apply to the Authority to be approved as an approved holding company. (2) An application made under subsection (1) must be —(a) made in such form and manner as the Authority may prescribe; and (b) accompanied by a non‑refundable prescribed application fee, which must be paid in the manner specified by the Authority. (3) The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application.
Power of Authority to approve holding companies
81W.—(1) Where an application is made under section 81V(1), the Authority may approve the corporation as an approved holding company subject to such conditions or restrictions as the Authority thinks fit to impose by written notice, if the Authority is satisfied that —(a) it would not be contrary to the interests of the public or contrary to the objectives specified in section 81T to approve the corporation; and (b) the grounds referred to in subsection (5) for refusing such approval do not apply. (2) The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose such further conditions or restrictions as the Authority thinks fit. (3) An approved holding company must, for the duration of the approval, satisfy all conditions and restrictions that may be imposed on it under subsections (1) and (2). (4) Subject to subsection (5), the Authority must not refuse to approve a corporation under subsection (1) without giving the corporation an opportunity to be heard. (5) The Authority may refuse to approve a corporation on any of the following grounds without giving the corporation an opportunity to be heard:(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; (b) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly. (6) The Authority must give notice in the Gazette of any corporation approved under subsection (1). (7) Any applicant that is aggrieved by the refusal of the Authority to grant an approval under subsection (1) may, within 30 days after the applicant is notified of the decision, appeal to the Minister whose decision is final. (8) Any corporation which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Annual fees payable by approved holding company
81X.—(1) Every approved holding company must pay to the Authority such annual fees as may be prescribed and in such manner as the Authority may specify. (2) The Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid or payable to it.
Cancellation of approval
81Y.—(1) An approved holding company which intends to cease its activities as an approved holding company may apply to the Authority to cancel its approval. (2) The Authority may cancel the approval if it is satisfied that the approved holding company referred to in subsection (1) has ceased its activities as an approved holding company.
Power of Authority to revoke approval
81Z.—(1) The Authority may revoke any approval of a corporation as an approved holding company under section 81W(1) if —(a) the corporation ceases to be the holding company of any approved exchange, licensed trade repository, approved clearing house or corporation which is an approved holding company; (b) the corporation is being wound up or otherwise dissolved, whether in Singapore or elsewhere; (c) the corporation contravenes —(i) any condition or restriction applicable in respect of its approval; (ii) any direction issued to it by the Authority under this Act; or (iii) any provision in this Act; (d) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; (da) upon the Authority exercising any power under section 81ZGC(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 in relation to the corporation, the Authority considers that it is in the public interest to revoke the approval;[Act 18 of 2022 wef 10/05/2024] (e) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation; (f) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; or (g) any information or document provided by the corporation to the Authority is false or misleading.[34/2012; 10/2013; 31/2017] (2) Subject to subsection (3), the Authority must not revoke under subsection (1) any approval under section 81W(1) that was granted to a corporation without giving the corporation an opportunity to be heard. (3) The Authority may revoke an approval under section 81W(1) that was granted to a corporation on any of the following circumstances without giving the corporation an opportunity to be heard:(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; (b) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation; (c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly. (4) Any corporation which is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final. (5) Despite the lodging of an appeal under subsection (4), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. (6) The Minister may, when deciding an appeal under subsection (4), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect from the date of the Minister’s decision. (7) The Authority must give notice in the Gazette of any revocation of approval referred to in subsection (1).
Obligation to notify Authority of certain matters
81ZA.—(1) An approved holding company must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:(a) any material change to the information provided by the approved holding company in its application under section 81V(1); (b) the carrying on of any activity by the approved holding company other than such activity or such class of activities prescribed by regulations made under section 81ZK; (c) the acquisition by the approved holding company of a substantial shareholding in a corporation, which carries on any activity other than such activity or such class of activities prescribed by regulations made under section 81ZK; (d) any other matter that the Authority may prescribe by regulations made under section 81ZK for the purposes of this paragraph or specify by written notice to the approved holding company.[34/2012; 4/2017] (2) Without limiting section 81ZL(1), the Authority may, at any time after receiving a notification referred to in subsection (1), issue directions to the approved holding company —(a) where the notification relates to a matter referred to in subsection (1)(b) —(i) to cease carrying on the firstmentioned activity referred to in subsection (1)(b); or (ii) to carry on the firstmentioned activity referred to in subsection (1)(b) subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any purpose referred to in section 81ZL(1); or (b) where the notification relates to a matter referred to in subsection (1)(c) —(i) to dispose of the shareholding referred to in subsection (1)(c); or (ii) to exercise its rights relating to such shareholding subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any purpose referred to in section 81ZL(1), and the approved holding company must comply with such directions. (3) Any approved holding company which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Obligation to submit periodic reports
81ZB.—(1) An approved holding company must submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe. (2) Any approved holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Obligation to assist Authority
81ZC.—(1) An approved holding company must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including the furnishing of such returns and the provision of —(a) such books and other information relating to the activities of the approved holding company; and (b) such other information, as the Authority may require for the proper administration of this Act. (2) Any approved holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Obligation to maintain confidentiality
81ZD.—(1) Subject to subsection (2), an approved holding company and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that —(a) comes to the knowledge of the approved holding company or any of its officers or employees; or (b) is in the possession of the approved holding company or any of its officers or employees. (2) Subsection (1) does not apply to —(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe; (b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or (c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore. (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction. (4) To avoid doubt, nothing in this section is to be construed as preventing an approved holding company from entering into a written agreement with a user which obliges the approved holding company to maintain a higher degree of confidentiality than that specified in this section.
Control of substantial shareholding in approved holding companies
81ZE.—(1) A person must not enter into any agreement to acquire shares in an approved holding company by virtue of which the person would, if the agreement had been carried out, become a substantial shareholder of the approved holding company without first obtaining the approval of the Authority to enter into the agreement. (2) A person must not become —(a) a 12% controller; or (b) a 20% controller, of an approved holding company without first obtaining the approval of the Authority. (3) In subsection (2) —“12% controller” means a person, not being a 20% controller, who alone or together with the person’s associates —(a) holds not less than 12% of the shares in the approved holding company; or (b) is in a position to control not less than 12% of the votes in the approved holding company; “20% controller” means a person who, alone or together with the person’s associates —(a) holds not less than 20% of the shares in the approved holding company; or (b) is in a position to control not less than 20% of the votes in the approved holding company. (4) In this section —(a) a person holds a share if —(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or (ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967; (b) a reference to the control of a percentage of the votes in an approved holding company is to be construed as 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 approved holding company; 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) [Deleted by Act 35 of 2014] (iv) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; (v) A is a subsidiary of B; (vi) [Deleted by Act 35 of 2014] (vii) A is a body corporate in which B, alone or together with other associates of B as described in sub‑paragraphs (ii), (iv) and (v), is in a position to control not less than 20% of the votes in A; or (viii) [Deleted by Act 35 of 2014] (ix) 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 approved holding company.[35/2014] (5) The Authority may grant its approval referred to in subsection (1) or (2) subject to such conditions or restrictions as the Authority thinks fit. (6) Without affecting subsection (11), the Authority may, for the purposes of securing compliance with subsection (1) or (2) or any condition or restriction imposed under subsection (5), by written notice, direct the transfer or disposal of all or any of the shares of an approved holding company in which a substantial shareholder, 12% controller or 20% controller of the approved holding company has an interest. (7) Until a person to whom a direction has been issued under subsection (6) transfers or disposes of the shares which are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the memorandum or articles of association or other constituent document or documents of the approved holding company —(a) no voting rights are exercisable in respect of the shares which are the subject of the direction; (b) the approved holding company must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares which are the subject of the direction; and (c) except in a liquidation of the approved holding company, the approved holding company must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares which are the subject of the direction. (8) Any issue of shares by an approved holding company in contravention of subsection (7)(b) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved holding company, upon which the approved holding company must return to the person any payment received from the person in respect of those shares. (9) Any payment made by an approved holding company in contravention of subsection (7)(c) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the approved holding company. (10) The Authority may exempt —(a) any person or class or persons; or (b) any class or description of shares or interests in shares, from the requirement under subsection (1) or (2), subject to such conditions or restrictions as the Authority may impose. (11) Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction. (12) Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
Approval of chairperson, chief executive officer, director and key persons
81ZF.—(1) An approved holding company must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. (2) An approved holding company must not appoint a person as its chairperson, chief executive officer or director unless the approved holding company has obtained the approval of the Authority. (3) The Authority may, by written notice, require an approved holding company to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the approved holding company and the approved holding company must comply with the notice. (4) An application for approval under subsection (2) or (3) must be made in such form and manner as the Authority may prescribe. (5) Without limiting section 81ZK and to any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (2) or (3), have regard to such criteria as the Authority may prescribe or specify in directions issued by written notice. (6) Subject to subsection (7), the Authority must not refuse an application for approval under this section without giving the approved holding company an opportunity to be heard. (7) The Authority may refuse an application for approval on any of the following grounds without giving the approved holding company an opportunity to be heard:(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere; (b) 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 this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard. (9) An approved holding company must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer, director or person referred to in the notice issued by the Authority under subsection (3). (10) The Authority may make regulations under section 81ZK relating to the composition and duties of the board of directors or any committee of an approved holding company.[34/2012] (11) In this section, “committee” includes any committee of directors, disciplinary committee, appeals committee or any body responsible for disciplinary action against a member of an approved exchange or approved clearing house, or a participant of a licensed trade repository, of which an approved holding company is the holding company.[34/2012] (12) The Authority may exempt an approved holding company or a class of approved holding companies from the requirement under subsection (1), (2) or (9), subject to such conditions or restrictions as the Authority may impose. (13) Any approved holding company which contravenes subsection (1), (2), (3) or (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Listing of approved holding companies on organised market
81ZG.—(1) The securities or securities‑based derivatives contracts of an approved holding company must not be listed for quotation on an organised market that is operated by any of its related corporations, unless the approved holding company and the operator of the organised market have entered into such arrangements as the Authority may require —(a) for dealing with possible conflicts of interest that may arise from such listing; and (b) for the purpose of ensuring the integrity of the trading of the securities or securities‑based derivatives contracts (as the case may be) of the approved holding company.[4/2017] (2) Where the securities or securities‑based derivatives contracts of an approved holding company are listed for quotation on an organised market operated by any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on —(a) the admission of the approved holding company to, or the removal of the approved holding company from, the official list of the organised market; and (b) the granting of approval for the securities or securities‑based derivatives contracts (as the case may be) of the approved holding company to be, or the stopping or suspending of the securities or securities‑based derivatives contracts (as the case may be) of the approved holding company from being, listed for quotation or quoted on the organised market.[4/2017] (3) The Authority may, by written notice to the operator of the organised market —(a) modify the listing rules of the organised market for the purpose of their application to the listing of the securities or securities‑based derivatives contracts of the approved holding company for quotation or trading; or (b) waive the application of any listing rule of the organised market to the approved holding company.[4/2017] (4) Any approved holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.
Information of insolvency, etc.
81ZGA.—(1) Any approved holding company which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, must immediately inform the Authority of that fact.[10/2013] (2) Any approved holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.[10/2013]
Interpretation of sections 81ZGB to 81ZGG
81ZGB. In this section and sections 81ZGC to 81ZGG, unless the context otherwise requires —“business” includes affairs and property; “office holder”, in relation to an approved holding company, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved holding company, or acting in an equivalent capacity in relation to the approved holding company; “relevant business” means any business of an approved holding company —(a) which the Authority has assumed control of under section 81ZGC; or (b) in relation to which a statutory adviser or a statutory manager has been appointed under section 81ZGC; “statutory adviser” means a statutory adviser appointed under section 81ZGC; “statutory manager” means a statutory manager appointed under section 81ZGC.[10/2013]
Action by Authority if approved holding company unable to meet obligations, etc.
81ZGC.—(1) The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —(a) an approved 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) an approved holding company becomes unable to meet its obligations, or is insolvent, or suspends payments; (c) the Authority is of the opinion that an approved holding company —(i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or the protection of investors, or to the objectives specified in section 81T; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments; (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or restriction imposed on it under section 81W(1) or (2); or (d) the Authority considers it in the public interest to do so.[10/2013] (2) Subject to subsections (1) and (3), the Authority may —(a) require the approved holding company immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary; (b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved holding company on the proper management of such of the business of the approved holding company as the Authority may determine; or (c) assume control of and manage such of the business of the approved holding company as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.[10/2013] (3) In the case of an approved holding company incorporated outside Singapore, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the approved holding company under subsection (2) is only in relation to —(a) the business or affairs of the approved holding company carried on in, or managed in or from, Singapore; or (b) the property of the approved holding company located in Singapore, or reflected in the books of the approved holding company in Singapore (as the case may be) in relation to its operations in Singapore.[10/2013] (4) Where the Authority appoints 2 or more persons as the statutory manager of an approved holding company, the Authority must 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) must be discharged or exercised by such persons jointly; and (c) must be discharged or exercised by a specified person or such persons.[10/2013] (5) Where the Authority has exercised any power under subsection (2), it may, at any time and without affecting its power under section 81Z(1)(da), 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.[10/2013] (6) No liability shall be incurred by a statutory manager or 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 —(a) the exercise or purported exercise of any power under this Act; (b) the performance or purported performance of any function or duty under this Act; or (c) the compliance or purported compliance with this Act.[10/2013] (7) Any approved holding company that fails to comply with a requirement imposed by the Authority under subsection (2)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.[10/2013]
Effect of assumption of control under section 81ZGC
81ZGD.—(1) Upon assuming control of the relevant business of an approved holding company, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.[10/2013] (2) During the period when the Authority or statutory manager is in control of the relevant business of an approved holding company, the Authority or statutory manager —(a) must manage the relevant business of the approved holding company in the name of and on behalf of the approved holding company; and (b) is deemed to be an agent of the approved holding company.[10/2013] (3) In managing the relevant business of an approved holding company, the Authority or statutory manager —(a) must take into consideration the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i), and the need to protect investors; and (b) has all the duties, powers and functions of the members of the board of directors of the approved holding company (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the approved holding company, including powers of delegation, in relation to the relevant business of the approved holding company; but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved holding company under the Companies Act 1967 or the constitution of the approved holding company.[10/2013] (4) Despite any written law or rule of law, upon the assumption of control of the relevant business of an approved holding company by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved holding company, which was in force immediately before the assumption of control, is deemed to be revoked, unless the Authority gives its approval, by written notice to the person and the approved holding company, for the person to remain in the appointment.[10/2013] (5) Despite any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of an approved holding company, except with the approval of the Authority, no person may be appointed as the chief executive officer or a director of the approved holding company.[10/2013] (6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved holding company, the Authority may at any time, by written notice to the person and the approved holding company, revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice.[10/2013] (7) Despite any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of an approved holding company is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the approved holding company during the period when the Authority or statutory manager is in control of the relevant business of the approved holding company —(a) the act or purported act of the person is invalid and of no effect; and (b) the person shall be guilty of an offence.[10/2013] (8) Despite any written law or rule of law, if any person who is appointed as the chief executive officer or a director of an approved holding company in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved holding company during the period when the Authority or statutory manager is in control of the relevant business of the approved holding company —(a) the act or purported act of the person is invalid and of no effect; and (b) the person shall be guilty of an offence.[10/2013] (9) During the period when the Authority or statutory manager is in control of the relevant business of an approved 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 officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved holding company, the direction or decision referred to in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and (b) no person may exercise any voting or other right attached to any share in the approved 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 is invalid and of no effect.[10/2013] (10) Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $150,000 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 $15,000 for every day or part of a day during which the offence continues after conviction.[10/2013]
Duration of control
81ZGE.—(1) The Authority must cease to be in control of the relevant business of an approved holding company when the Authority is satisfied that —(a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or (b) it is no longer necessary in the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i) or for the protection of investors.[10/2013] (2) A statutory manager is deemed to have assumed control of the relevant business of an approved holding company on the date of the statutory manager’s appointment as such.[10/2013] (3) The appointment of a statutory manager in relation to the relevant business of an approved holding company may be revoked by the Authority at any time —(a) if the Authority is satisfied that —(i) the reasons for the appointment have ceased to exist; or (ii) it is no longer necessary in the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i) or for the protection of investors; or (b) on any other ground, and upon such revocation, the statutory manager ceases to be in control of the relevant business of the approved holding company. [10/2013] (4) The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —(a) the Authority’s assumption of control of the relevant business of an approved holding company; (b) the cessation of the Authority’s control of the relevant business of an approved holding company; (c) the appointment of a statutory manager in relation to the relevant business of an approved holding company; and (d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved holding company.[10/2013]
Responsibilities of officers, member, etc., of approved holding company
81ZGF.—(1) During the period when the Authority or statutory manager is in control of the relevant business of an approved holding company —(a) the General Division of the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved 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 approved holding company which is comprised in, forms part of or relates to the relevant business of the approved holding company, and which is in the person’s possession or control; and (b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved holding company must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the approved holding company, within such time and in such manner as the Authority or statutory manager may specify.[10/2013; 40/2019] (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 provides 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 $50,000 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 $5,000 for every day or part of a day during which the offence continues after conviction. [10/2013]
Remuneration and expenses of Authority and others in certain cases
81ZGG.—(1) The Authority may at any time fix the remuneration and expenses to be paid by an approved holding company —(a) to a statutory manager or statutory adviser appointed in relation to the approved holding company, whether or not the appointment has been revoked; and (b) where the Authority has assumed control of the relevant business of the approved holding company, to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.[10/2013] (2) The approved holding company must reimburse the Authority any remuneration and expenses payable by the approved holding company to a statutory manager or statutory adviser.[10/2013]
Auditors of approved holding companies — appointment and duties
81ZH.—(1) Despite any other provision of this Act or any other written law, every approved holding company must —(a) on an annual basis, appoint an auditor and obtain the approval of the Authority to such appointment; and (b) where, for any reason, the auditor ceases to act for the approved holding company, as soon as practicable thereafter, appoint another auditor and obtain the approval of the Authority to such appointment. (2) An auditor must not be approved by the Authority as an auditor for an approved holding company unless the auditor is able to comply with such conditions in relation to the discharge of an auditor’s duties as the Authority may determine. (3) The Authority may appoint an auditor for an approved holding company if —(a) the approved holding company fails to appoint an auditor in accordance with subsection (1); or (b) the Authority considers it desirable that another auditor should act with an auditor for the approved holding company appointed under subsection (1), and may at any time fix the remuneration to be paid by the approved holding company to that auditor. (4) The duties of an auditor appointed under subsections (1) and (3) are —(a) to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the approved holding company; and (b) to make a report in respect of the latest financial statements of the approved holding company or, where the approved holding company is a parent company for which consolidated financial statements are prepared, the consolidated financial statements, in accordance with section 207 of the Companies Act 1967. (5) The Authority may, by written notice, impose all or any of the following duties on an auditor in addition to those in subsection (4):(a) a duty to submit to the Authority such additional information in relation to the auditor’s audit as the Authority considers necessary; (b) a duty to enlarge or extend the scope of the auditor’s audit of the business and affairs of the approved holding company; (c) a duty to carry out any other examination or establish any procedure in any particular case; (d) a duty to submit to the Authority a report on any of the matters mentioned in paragraphs (b) and (c). (6) An auditor to whom a notice is given under subsection (5) must comply with each direction specified in the notice. (7) The approved holding company must remunerate the auditor in respect of the discharge by the auditor of the duties mentioned in subsection (5). (8) Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if it is not satisfied with the performance of any duty by an auditor of an approved holding company, at any time —(a) direct the approved holding company to remove the auditor; and (b) direct the approved holding company to appoint another auditor approved by the Authority, as soon as practicable after the removal, and the approved holding company must comply with such direction. (9) If an auditor discloses in good faith to the Authority any information mentioned in subsection (5)(a) or report mentioned in subsection (5)(d), the disclosure is not to be treated as a breach of any restriction on the disclosure imposed by any law, contract or rules of professional conduct, and the auditor is not liable for any loss arising from the disclosure or any act or omission as a result of the disclosure. (10) An approved holding company that contravenes subsection (1) 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. (11) An approved holding company that fails to comply with a direction under subsection (8) 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 of a day during which the offence continues after conviction. (12) Any auditor who fails to carry out any duty mentioned in subsection (4), or who fails to comply with 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.[Act 12 of 2024 wef 24/01/2025]
Auditors of approved holding companies to report certain matters and irregularities to Authority
81ZHA.—(1) If an auditor of an approved holding company, in the course of performing the auditor’s duties mentioned in section 81ZH(4) or (5), becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity:(a) any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the approved holding company to a material extent; (b) any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty; (c) any irregularity that has or may have a material effect upon the accounts of the approved holding company, including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors. (2) An auditor of an approved holding company is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1). (3) Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of an approved holding company may have, apart from this section, as a defendant in an action for defamation.[Act 12 of 2024 wef 24/01/2025]
Power of Authority to appoint auditor to examine and audit books of approved holding company
81ZHB.—(1) Where —(a) an approved holding company is required under section 81ZB(1) to submit to the Authority an auditor’s report but fails to do so; or (b) the Authority receives a report under section 81ZHA(1), the Authority may, without affecting its powers under section 81ZH, if it is satisfied that it is in the interests of the approved holding company, the participants of the approved holding company or the general public to do so, appoint in writing an auditor to examine and audit, either generally or in relation to any particular matter, the books of the approved holding company. (2) Where the Authority is of the opinion that the whole or any part of the costs and expenses of an auditor appointed by the Authority under subsection (1) should be borne by the approved holding company, the Authority may, in writing, direct the approved holding company to pay a specified amount, being the whole or part of such costs and expenses, within such time and in such manner as may be specified in the direction. (3) Where an approved holding company fails to comply with a direction under subsection (2), the amount specified in the direction may be sued for and recovered by the Authority as a civil debt. (4) An auditor appointed under subsection (1) must, on the conclusion of the examination and audit, submit a report to the Authority.[Act 12 of 2024 wef 24/01/2025]
Restriction on auditor’s and employee’s right to communicate certain matters
81ZHC. Except as may be necessary for carrying into effect the provisions of this Act or so far as may be required for the purposes of any legal proceedings (whether civil or criminal), an auditor who is carrying out any duty imposed under section 81ZH(5) or who is appointed under section 81ZHB, or any employee of such auditor, must not disclose any information which may come to his or her knowledge or possession in the course of performing his or her duties as such auditor or employee (as the case may be) to any person other than —(a) the Authority; (b) in the case of an employee of such auditor, the auditor; and (c) any other person authorised by the Authority in writing to receive such information.[Act 12 of 2024 wef 24/01/2025]
Power of Authority to exempt approved holding company from provisions of this Part
81ZI.—(1) Without affecting section 337(1), the Authority may, by regulations made under section 81ZK, exempt any approved holding company or class of approved holding companies from any provision of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations.[34/2012] (2) Without affecting section 337(3) and (4), the Authority may, by written notice, exempt any approved holding company from any provision of this Part, subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that the non‑compliance by that approved holding company with that provision will not detract from the objectives specified in section 81T.[34/2012; 4/2017] (2A) The Authority may, at any time, by written notice, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).[4/2017] (2B) An approved holding company that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection.[4/2017] [Act 12 of 2024 wef 30/08/2024] (2C) An approved holding company that is exempted under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (2A).[4/2017] [Act 12 of 2024 wef 30/08/2024] (3) It is not necessary to publish any exemption granted under subsection (2) in the Gazette.[34/2012]
Disqualification or removal of director or executive officer
81ZJ.—(1) Despite the provisions of any other written law, an approved holding company must not, without the prior written consent of the Authority, permit an individual to act as its director or executive officer, if the individual —(a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 53 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; (b) is an undischarged bankrupt, whether in Singapore or elsewhere; (c) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; (d) 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; (e) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order, or an FSMA prohibition order made against him or her that remains in force; or (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 (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 or executive officer of an approved holding company is not a fit and proper person to be a director or executive officer (as the case may be) of the approved holding company, the Authority may, by notice in writing to the approved holding company, direct it to remove the director or executive officer from his or her office or employment within such period as may be specified by the Authority in the notice, and the approved holding company 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 approved holding company to contravene any provision of this Act or the business rules of the approved holding company; (b) the individual has, without reasonable excuse, failed to secure the compliance of the approved holding company with this Act, the Monetary Authority of Singapore Act 1970, any of the written laws set out in the Schedule to that Act, or the business rules of the approved holding company; (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 an approved holding company to remove an individual from his or her office or employment under subsection (2) without giving the approved holding company 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 section 101A prohibition order or an FSMA prohibition order against the individual has been made and 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 53 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) An approved holding company must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction. (7) Any approved holding company who receives a direction under subsection (2), or any director or executive officer of an approved holding company in relation to whom a direction under subsection (2) is given, may, within 30 days after the approved holding company receives the direction, appeal to the Minister whose decision is final. (8) Despite the lodging of an appeal under subsection (7), a 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) No criminal or civil liability is incurred by an approved holding company, or any person acting on behalf of an approved 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 its obligations under this section. (11) Any approved holding company which, 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 $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.[Act 12 of 2024 wef 24/01/2025]
Power of Authority to make regulations
81ZK.—(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations relating to the approval of, and the requirements applicable to, persons who establish, operate, or assist in establishing or operating approved holding companies.[34/2012] (2) Regulations made under this section may provide —(a) that a contravention of any specified provision thereof shall be an offence; and (b) for penalties not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.
Power of Authority to issue directions
81ZL.—(1) The Authority may, if it thinks it necessary or expedient —(a) for ensuring fair, orderly and transparent markets; (aa) for ensuring safe and efficient trade repositories; (b) for ensuring safe and efficient clearing facilities; (c) for ensuring the integrity and stability of the capital markets or the financial system; (d) in the interests of the public or a section of the public or for the protection of investors; (e) for the effective administration of this Act; or (f) for ensuring compliance with any condition or restriction as the Authority may impose under section 81W(1) or (2), 81ZA(2), 81ZE(5) or (10), 81ZF(12) or 81ZI, or such other obligations or requirements under this Act or as the Authority may prescribe, issue directions by written notice either of a general or specific nature to an approved holding company or class of approved holding companies, and the approved holding company or each approved holding company of the class must comply with such directions. [34/2012] [Act 12 of 2024 wef 30/08/2024] (2) Any approved holding company which, without reasonable excuse, contravenes a direction issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. (3) It is not necessary to publish any direction issued under subsection (1) in the Gazette.[34/2012]
Interpretation of this Division
81ZM. In this Division, unless the context otherwise requires —“business” includes affairs, property, right, obligation and liability; “Court” means the General Division of the High Court; “debenture” has the meaning given by section 4(1) of the Companies Act 1967; “property” includes property, right and power of every description; “Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means an approved holding company, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of an approved holding company, to which the whole or any part of a transferor’s business is, is to be, or is proposed to be transferred under this Division; “transferor” means an approved holding company the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division.[10/2013; 40/2019]
Voluntary transfer of business
81ZN.—(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an approved holding company) to a transferee, if —(a) the Authority has consented to the transfer; (b) the transfer involves the whole or any part of the business of the transferor that is the usual business of an approved holding company; and (c) the Court has approved the transfer.[10/2013] (2) Subsection (1) does not affect the right of an approved holding company to transfer the whole or any part of its business under any law.[10/2013] (3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —(a) the transferee is a fit and proper person; and (b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.[10/2013] (4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division.[10/2013] (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally.[10/2013] (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee.[10/2013] (7) The Authority may require a person to provide, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.[10/2013] (8) Any person who —(a) without reasonable excuse, fails to comply with any requirement under subsection (7); or (b) in purported compliance with any requirement under subsection (7), knowingly or recklessly provides 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 $200,000 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 $20,000 for every day or part of a day during which the offence continues after conviction. [10/2013] (9) Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8).[10/2013]
Approval of transfer
81ZO.—(1) A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.[10/2013] (2) Before making an application under subsection (1) —(a) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify; (b) the transferor must obtain the consent of the Authority under section 81ZN(1)(a); (c) the transferor and the transferee must, if they intend to serve on their respective shareholders a summary of the transfer, obtain the Authority’s approval of the summary; (d) the transferor must, at least 15 days before the application is made but not earlier than one month after the report referred to in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed; (e) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of the notice referred to in paragraph (d) in the Gazette; and (f) unless the Court directs otherwise, the transferor and the transferee must serve on their respective shareholders affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).[10/2013] (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —(a) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and (b) may make any application to the Court in relation to the transfer.[10/2013] (4) The Court is not to approve the transfer if the Authority has not consented under section 81ZN(1)(a) to the transfer.[10/2013] (5) The Court may, after taking into consideration the views (if any) of the Authority on the transfer —(a) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or (b) refuse to approve the transfer.[10/2013] (6) If the transferee is not approved as an approved holding company by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being approved as an approved holding company by the Authority.[10/2013] (7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:(a) the transfer to the transferee of the whole or any part of the business of the transferor; (b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; (c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; (d) the dissolution, without winding up, of the transferor; (e) the provisions to be made for persons who are affected by the transfer; (f) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.[10/2013] (8) Any order under subsection (7) may —(a) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question; (b) make provision in relation to any property which is held by the transferor as trustee; and (c) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.[10/2013] (9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part thereof) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.[10/2013] (10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.[10/2013] (11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory.[10/2013] (12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —(a) a copy of the order with the Registrar of Companies and with the Authority; and (b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.[10/2013] (13) A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.[10/2013]
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