Significant Investments Review Act 2024

Sections (57)

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• § 1 — Short title and commencement

  1. This Act is the Significant Investments Review Act 2024 and comes into operation on a date that the Minister appoints by notification in the Gazette.

• § 10 — Delegation by relevant Minister, etc.

  10.—(1) A relevant Minister may delegate the performance or exercise of any of his or her functions or powers under this Act (except the power to make regulations under section 57(2)), either generally or specially, to any of the following persons by written notice to the person:(a) any of the follo

• § 11 — Power of delegate, etc.

  11.—(1) A delegate or subdelegate who purports to perform a function or exercise a power under delegation or subdelegation under section 9 or 10 —(a) is taken to perform the function or exercise the power in accordance with the terms of the delegation or subdelegation (as the case may be), unless th

• § 12 — Application of this Part

  12. Except where otherwise expressly provided, this Part applies to, and in relation to —(a) all individuals, whether resident in Singapore or not and whether citizens of Singapore or not; and (b) all bodies corporate or unincorporate, whether incorporated, formed, established, or carrying on busin

• § 13 — Interpretation of this Part

  13.—(1) In this Part —“acquisition” includes an agreement to acquire, but does not include —(a) an acquisition by will or by operation of law; or (b) an acquisition by way of enforcement of a loan security; “arrangement” includes any formal or informal scheme, arrangement or understanding, and any

• § 14 — What holding an equity interest means

  14.—(1) A person holds an equity interest under this Part if the person —(a) has or is deemed to have an equity interest in accordance with subsections (2) to (8); or (b) otherwise has a legal or equitable interest in that equity interest, except for any interest prescribed by regulations made und

• § 15 — Meaning of “associate”

  15.—(1) In this Part, a person (A) is an associate of another person (B) if —(a) A is the spouse, or a parent, step‑parent or remoter lineal ancestor, or a son, stepson, daughter, stepdaughter or remoter issue, or a brother or sister, of B; (b) A is a partner of B in a partnership or limited liabil

• § 16 — Meanings of “Level A controller”, “Level B controller”, “Level C controller”, “Level D controller”, “Level Y controller” and “Level Z controller”

  16.—(1) In this Part —“Level A controller”, in relation to a designated entity, means a person who, alone or together with the person’s associates —(a) holds Level A% or more, but less than Level B% (if Level A% is less than Level B%), of the total equity interests in the designated entity; or (b)

• § 17 — Designation of designated entity

  17.—(1) The Minister may designate —(a) any entity incorporated, formed or established in Singapore; (b) any entity that carries out any activity in Singapore; or (c) any entity that provides any goods and services to any person in Singapore, if the Minister considers that the designation is nece

• § 18 — Notice to Minister by Level A controller

  18.—(1) If a person becomes, on or after the designation date, a Level A controller of a designated entity, that person must, within 7 days after becoming the Level A controller, give notice in writing to the Minister of that fact.(2) Subsection (1) does not apply if Level A% is equal to Level B%, L

• § 19 — Approvals of Minister in relation to equity interests and control of voting power in certain cases

  19.—(1) Except with the prior written approval of the Minister, on or after the designation date —(a) a person must not become a Level B controller, Level C controller or Level D controller of a designated entity; and (b) a Level Y controller or Level Z controller of a designated entity must not ce

• § 2 — Purpose of Act

  2. The purpose of this Act is to protect the national security interests of Singapore by regulating significant investments in, and control of, critical entities.

• § 20 — Duty of designated entity to report changes of equity and control of certain persons

  20.—(1) A designated entity that becomes aware that —(a) a person has, on or after the designation date, become a Level A controller, Level B controller, Level C controller or Level D controller of the designated entity; (b) a Level Y controller or Level Z controller of the designated entity has, o

• § 21 — Void transactions

  21.—(1) A transaction that is completed in contravention of section 19(1), (3) or (4) is void.(2) Any person materially affected by the fact that a transaction is void under subsection (1) or (12) may apply to the Minister for a validation notice in relation to the transaction. (3) The Minister may

• § 22 — Remedial directions in respect of increase in equity interests, etc.

  22.—(1) This section applies if the Minister is satisfied that —(a) any condition of approval of an application under section 19 imposed on a person (other than a condition imposed for an approval of an application under section 19(1)(b)) has not been complied with; (b) a person has provided false

• § 23 — Remedial directions in respect of decrease in equity interests, etc.

  23.—(1) This section applies if the Minister is satisfied that —(a) any condition of approval imposed on a person (called in this section a defaulter) for an approval of an application under section 19(1)(b)) has not been complied with; (b) a person (also called in this section a defaulter) has pro

• § 24 — Remedial directions in respect of breach of conditions of validation notice

  24.—(1) This section applies if the Minister is satisfied that —(a) any condition specified in a validation notice under section 21(8) has not been complied with, where the validation notice does not specify that the consequence of breach of the condition is that the transaction in respect of which

• § 25 — Effect of remedial directions, etc.

  25.—(1) If any direction is issued under section 22(2), 23(2) or 24(2) and has not been carried out, revoked, discharged or suspended —(a) the voting rights in respect of the section 22(2) equity interests, section 23(2) equity interests or section 24(2) equity interests that are subject to the dire

• § 26 — Restrictions on voluntary winding up, etc.

  26.—(1) Despite any other written law —(a) a designated entity that is a corporation or limited liability partnership cannot be wound up voluntarily without the consent of the Minister; (b) a designated entity that is a partnership cannot be dissolved —(i) by a partner giving notice to the other pa

• § 27 — Approval of chief executive officer, director, etc., of designated entity

  27.—(1) Subject to subsections (5) and (6) —(a) an individual may not be appointed as a chief executive officer, director, or chairperson of the board of directors of a designated entity that is a corporation; (b) an individual may not be appointed as a manager, or become a partner, of a designated

• § 28 — Removal of chief executive officer, director, etc.

  28.—(1) This section applies if —(a) an individual has been appointed by a designated entity as a chief executive officer, director, chairperson of the board of directors or manager, or becomes a partner of a designated entity, without the approval of the Minister under section 27(4)(a); (b) any co

• § 29 — Meaning and effect of special administration order

  29.—(1) A special administration order is an order of the Minister, made in accordance with section 30, in relation to a designated entity directing that during the period the order is in force, the affairs, business and property of that designated entity are to be managed by a person appointed by t

• § 3 — General interpretation

  3. In this Act —“appointed authority” means a public officer, or a body, appointed under section 7(1); “authorised officer” means an individual appointed under section 5(1) or 8(1); “competent authority” means the public officer, or the body, appointed under section 4(1); “designated entity” mean

• § 30 — Power to make special administration order, etc.

  30.—(1) If the Minister is satisfied that any one or more of the grounds specified in subsection (2) are satisfied in relation to that designated entity, the Minister may make any one or more of the following orders:(a) a special administration order in relation to that designated entity; (b) an or

• § 31 — Transfer of property, etc., under special administration order

  31.—(1) Without limiting sections 29 and 30, a special administration order may provide for the following matters:(a) the transfer to one or more prescribed transferees of —(i) the property, rights and liabilities of a designated entity; (ii) in the case of a designated entity that is a business tr

• § 32 — Directions if national security interests affected

  32.—(1) This section applies to any entity that satisfies any of the following conditions:(a) the entity is incorporated, formed or established in Singapore; (b) the entity carries out any activity in Singapore; (c) the entity provides any goods and services to any person in Singapore. (2) This s

• § 33 — Effect of directions issued if Singapore’s national security interests affected

  33.—(1) If any direction is issued under section 32(5), then, until the direction is carried out or is revoked, discharged or suspended —(a) the voting rights in respect of the section 32(5) equity interests are not exercisable, unless the Minister expressly permits those rights to be exercised; (b

• § 34 — Power of Minister to obtain information relating to this Part

  34.—(1) The Minister, the competent authority, or an appointed authority (called in this section the requesting authority) may, by written notice —(a) direct any entity to provide to the requesting authority any information relating to any holding of equity interests or control of voting power in th

• § 35 — Provision of documents and other information

  35.—(1) Without limiting section 34, the Minister, the competent authority, or an appointed authority (called in this section the requesting authority) may by notice require any person to provide, within a reasonable period specified in the notice, all documents and information relating to any matte

• § 36 — Penalties under this Part

  36.—(1) A person who is guilty of an offence under this Part for which no penalty is expressly provided shall be liable on conviction —(a) if the offender is an individual —(i) to a fine not exceeding —(A) in the case of an offence under section 18(3), 19(10), 20(2) or 21(11), or an offence under se

• § 37 — Interpretation of this Part

  37. In this Part —“appealable decision” means any of the following decisions of the Minister:(a) a designation of an entity under section 17(1); (b) a refusal to approve an application for approval under section 19(1), (3) or (4); (c) a condition imposed under section 19(8); (d) a refusal to issu

• § 38 — Reconsideration by Minister of appealable decision

  38.—(1) An appellant may apply to the Minister for reconsideration of an appealable decision (called in this Part the initial appealable decision).(2) An appellant must apply under subsection (1) —(a) in a prescribed manner; and (b) before the time specified in the initial appealable decision, bein

• § 39 — Appeal to Reviewing Tribunal

  39.—(1) Subject to subsection (2) and section 44(1), an appellant who is aggrieved by an initial appealable decision affirmed on reconsideration under section 38 or a substitute appealable decision made on reconsideration under section 38 may, on payment of such fee as may be prescribed, appeal to a

• § 4 — Competent authority

  4.—(1) The Minister may appoint a public officer, or a body established or constituted by or under any public Act to perform a public function (except a Town Council), to be the competent authority for the purposes of this Act.(2) The competent authority is responsible for the administration of this

• § 40 — Reviewing Tribunals — composition

  40.—(1) One or more bodies each called a Reviewing Tribunal is established by this section.(2) Every Reviewing Tribunal consists of 3 individuals, each of whom is appointed by the President on the advice of the Cabinet subject to subsections (3) and (4). (3) An individual must not be, or be appoint

• § 41 — Reviewing Tribunal — remuneration and other terms

  41.—(1) The Minister may pay to the members of a Reviewing Tribunal out of moneys provided by Parliament any remuneration or allowances that the Minister may, with the approval of the President, fix.(2) The remuneration and other terms of service of each member of a Reviewing Tribunal must not be al

• § 42 — Reviewing Tribunal — resources

  42.—(1) All expenses of every Reviewing Tribunal are to be defrayed out of moneys provided by Parliament.(2) The Minister must appoint a Secretary to the Reviewing Tribunals and any other public officers that are necessary for a Reviewing Tribunal to discharge its functions under this Act. —(1) All

• § 43 — Reviewing Tribunal — function

  43.—(1) It is the function and duty of every Reviewing Tribunal to consider and determine any appeal made under section 39 and served on the Secretary to the Reviewing Tribunals.(2) A Reviewing Tribunal may summarily dismiss any appeal which it determines to be frivolous or vexatious. (3) A Reviewi

• § 44 — Procedure before Reviewing Tribunal

  44.—(1) Except where a Reviewing Tribunal, having regard to all the circumstances, is satisfied that it is equitable to do so, the Reviewing Tribunal must not consider or determine any appeal that is made more than 30 days after the Minister affirmed the initial appealable decision or substituted th

• § 45 — Rules for Reviewing Tribunal proceedings

  45.—(1) Rules may be made by the Minister to prescribe the practice and procedure to be followed on, or in connection with, the hearing or consideration of any proceedings or appeal (including, if applicable, the mode and burden of proof and the admissibility of evidence) before a Reviewing Tribunal

• § 46 — Limited judicial review

  46.—(1) Every determination, order and other decision of a Reviewing Tribunal or any Minister (including a certificate issued under section 32(9)) made or purportedly made under this Act —(a) is final; and (b) is not to be challenged, appealed against, reviewed, quashed or called in question in any

• § 47 — Purposes for which enforcement powers are exercisable

  47.—(1) An authorised officer or a police officer may exercise the powers set out in section 48 for any of the following purposes:(a) to determine compliance with this Act, including whether an offence under this Act has been committed; (b) to determine compliance with any condition of designation

• § 48 — Power to obtain information

  48.—(1) An authorised officer or a police officer may by written notice require any person to provide, within a reasonable period specified in the notice, and in any form and manner that may be specified in the notice, any document or information that —(a) relates to any matter that the authorised o

• § 49 — Powers of entry of premises without warrant

  49.—(1) A police officer may enter at any reasonable time any premises which the police officer reasonably believes to be or may be —(a) owned or occupied by an entity; or (b) where any activity is being or has been conducted, promoted or carried on, by any entity, and do all or any of the activit

• § 5 — Authorised officers appointed by competent authority and delegation by competent authority

  5.—(1) The competent authority may, in relation to this Act or any provision of this Act, appoint any of the following individuals to be an authorised officer to administer this Act, either generally or for any particular provision:(a) a public officer; (b) an employee of a public authority; (c) a

• § 50 — Powers of entry of premises under warrant

  50.—(1) A police officer may apply to a court for a warrant and the court may issue such a warrant if it is satisfied that —(a) there are reasonable grounds for suspecting that there are, on any premises, documents —(i) the production of which has been required under section 48; and (ii) which have

• § 51 — Application of Criminal Procedure Code 2010

  51. Sections 370, 371 and 372 of the Criminal Procedure Code 2010 apply, with the necessary modifications, when an authorised officer seizes any thing under this Part.

• § 52 — Offences under this Part

  52.—(1) A person who, without reasonable excuse, fails to do anything required of the person —(a) by an authorised officer or a police officer under section 48(1) or (2); or (b) by a police officer under section 49(2)(g), shall be guilty of an offence. (2) A person —(a) who intentionally alters,

• § 53 — Composition of offences

  53.—(1) Subject to subsection (2), the Minister may compound any offence under this Act that is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum not exceeding —(a) in the case of an offence to which section 36(1)(a)(i)(A) app

• § 54 — Guidelines on Fit and Proper Criteria

  54.—(1) For the purpose of determining whether a person is a fit and proper person under this Act or any provision of this Act, the Minister may issue or adopt Guidelines on Fit and Proper Criteria.(2) If the functions and powers of the Minister in respect of a designated entity have been transferre

• § 55 — Protection from personal liability

  55. No liability shall be incurred by the competent authority, an appointed authority, any authorised officer, a member of or any other person acting under the direction of the competent authority or an appointed authority, for anything which is done or purported to be done in good faith and with re

• § 56 — Exemption

  56.—(1) The Minister may, by order in the Gazette, exempt any person or class of persons from all or any of the provisions of this Act, either generally or in a particular case and subject to such conditions as the Minister may impose.(2) If the functions and powers of the Minister in respect of a d

• § 57 — Regulations

  57.—(1) The Minister may make regulations prescribing matters required or permitted by this Act to be prescribed, or necessary or convenient to be prescribed for carrying out or giving effect to this Act.(2) If the functions and powers of the Minister in respect of a designated entity have been tran

• § 6 — Transfer of functions and powers of Minister

  6.—(1) This section applies if the Minister has designated an entity under section 17(1).(2) The Prime Minister may direct that all or any of the functions and powers of the Minister under Part 3 (other than section 17 and Division 6) and section 38 be transferred to another Minister (called in this

• § 7 — Appointed authorities

  7.—(1) A relevant Minister may appoint a public officer, or a body established or constituted by or under any public Act to perform a public function (except a Town Council), to be an appointed authority for the purposes of all or any of the provisions of this Act for which the relevant Minister may

• § 8 — Authorised officers appointed by appointed authority and delegation by appointed authority

  8.—(1) An appointed authority may, in relation to this Act or any provision of this Act, appoint any of the following individuals to be an authorised officer to administer this Act, either generally or for any particular provision, in respect of which the relevant Minister of the appointed authority

• § 9 — Delegation by Minister, etc.

  9.—(1) The Minister may delegate the performance or exercise of any of his or her functions or powers under this Act (except the power to make regulations under section 57(1)) to any of the following persons by written notice to the person:(a) any of the following office‑holders in his or her Minist