§ 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 issue a validation notice —(a)

on an application under subsection (2); or

(b)

on the Minister’s own initiative, if the Minister is satisfied that it is in the interest of Singapore’s national security to validate the transaction.

(4) The Minister may issue a validation notice under subsection (3)(a) in relation to a transaction that is completed in contravention of section 19(1)(a), (3) or (4) if the Minister is satisfied that —(a)

the person who is to become a Level B controller, Level C controller, Level D controller or indirect controller of the designated entity and every person that the Minister knows is an associate of that person, or who is acquiring the business or undertaking, or part of the business or undertaking, is a fit and proper person under the Guidelines on Fit and Proper Criteria;

(b)

having regard to the influence of —(i)

the person mentioned in paragraph (a); and

(ii)

every person that the Minister knows is an associate of that person,

the designated entity will continue to carry on its business or undertaking; and

(c)

it is not against the national security interests of Singapore to do so.

(5) The Minister may issue a validation notice under subsection (3)(a) in relation to a transaction that is completed in contravention of section 19(1)(b) if the Minister is satisfied that —(a)

the designated entity of which the Level Y controller or Level Z controller has (but for subsection (1)) ceased to be a Level Y controller or Level Z controller will continue to carry on its business or undertaking despite the cessation; and

(b)

it is not against the national security interests of Singapore to do so.

(6) The Minister may issue a validation notice under subsection (3)(a) in relation to a transaction that is void under subsection (12) if the Minister is satisfied that it is not against the national security interests of Singapore to do so.

(7) The effect of a validation notice issued under subsection (3) is that the transaction to which it relates is not void.

(8) A validation notice may be issued under subsection (3) subject to any conditions that the Minister considers appropriate to specify in the validation notice.

(9) Without limiting the conditions that may be imposed under subsection (8), the Minister may, when specifying any condition under that subsection, further specify that the consequence of a breach of that condition (called in this section a relevant condition) is that the transaction in respect of which the validation notice was issued is void.

(10) A validation notice issued under subsection (3) must be —(a)

notified to each person who applied for the validation notice, if any; and

(b)

published in the Gazette.

(11) A person who had applied for a validation notice under subsection (2) and who fails to comply with any condition specified in the validation notice under subsection (8) shall be guilty of an offence.

(12) If a person who applies for a validation notice breaches a relevant condition specified in the validation notice, the transaction in respect of which the validation notice is issued is void.

—(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 issue a validation notice —(a)

on an application under subsection (2); or

(b)

on the Minister’s own initiative, if the Minister is satisfied that it is in the interest of Singapore’s national security to validate the transaction.

(4) The Minister may issue a validation notice under subsection (3)(a) in relation to a transaction that is completed in contravention of section 19(1)(a), (3) or (4) if the Minister is satisfied that —(a)

the person who is to become a Level B controller, Level C controller, Level D controller or indirect controller of the designated entity and every person that the Minister knows is an associate of that person, or who is acquiring the business or undertaking, or part of the business or undertaking, is a fit and proper person under the Guidelines on Fit and Proper Criteria;

(b)

having regard to the influence of —(i)

the person mentioned in paragraph (a); and

(ii)

every person that the Minister knows is an associate of that person,

the designated entity will continue to carry on its business or undertaking; and

(c)

it is not against the national security interests of Singapore to do so.

(5) The Minister may issue a validation notice under subsection (3)(a) in relation to a transaction that is completed in contravention of section 19(1)(b) if the Minister is satisfied that —(a)

the designated entity of which the Level Y controller or Level Z controller has (but for subsection (1)) ceased to be a Level Y controller or Level Z controller will continue to carry on its business or undertaking despite the cessation; and

(b)

it is not against the national security interests of Singapore to do so.

(6) The Minister may issue a validation notice under subsection (3)(a) in relation to a transaction that is void under subsection (12) if the Minister is satisfied that it is not against the national security interests of Singapore to do so.

(7) The effect of a validation notice issued under subsection (3) is that the transaction to which it relates is not void.

(8) A validation notice may be issued under subsection (3) subject to any conditions that the Minister considers appropriate to specify in the validation notice.

(9) Without limiting the conditions that may be imposed under subsection (8), the Minister may, when specifying any condition under that subsection, further specify that the consequence of a breach of that condition (called in this section a relevant condition) is that the transaction in respect of which the validation notice was issued is void.

(10) A validation notice issued under subsection (3) must be —(a)

notified to each person who applied for the validation notice, if any; and

(b)

published in the Gazette.

(11) A person who had applied for a validation notice under subsection (2) and who fails to comply with any condition specified in the validation notice under subsection (8) shall be guilty of an offence.

(12) If a person who applies for a validation notice breaches a relevant condition specified in the validation notice, the transaction in respect of which the validation notice is issued is void.