# legal_provisions

document_id: sfa-2001
provision_ref: s44
chapter: PART 2 - ORGANISED MARKETS
section: 44
title: Power of Authority to make regulations
content:
44. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations — ( a ) relating to the approval of approved exchanges and the recognition of recognised market operators; ( b ) relating to the requirements applicable to any person who establishes, operates or assists in establishing or operating an organised market, whether or not the person is approved as an approved exchange under section 9(1)( a ) or recognised as a recognised market operator under section 9(1)( b ) or (2); and ( c ) specifying measures to manage any risks assumed by an approved exchange or a recognised market operator. [4/2017] (2) Regulations made under this section may provide — ( a ) that a contravention of any specified provision of the regulations made under this section shall be an offence; and ( b ) for a penalty 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. [4/2017]


document_id: sfa-2001
provision_ref: s45
chapter: PART 2 - ORGANISED MARKETS
section: 45
title: Power of Authority to issue directions
content:
45. —(1) The Authority may issue directions, whether of a general or specific nature, by written notice, to an approved exchange or a recognised market operator, or a class of approved exchanges or class of recognised market operators, if the Authority thinks it necessary or expedient — ( a ) for ensuring the fair, orderly and transparent operation of any organised market operated by the approved exchange or recognised market operator, or of organised markets operated by approved exchanges or recognised market operators of the class, or by approved exchanges or recognised market operators in general; [Act 12 of 2024 wef 30/08/2024] ( b ) for ensuring the integrity and stability of the capital markets or the financial system; ( c ) in the interests of the public or a section of the public or for the protection of investors; ( d ) for the effective administration of this Act; or ( e ) for ensuring compliance with any condition or restriction that the Authority may impose under section 9(4) or (5), 16(2), 27(5), (10) or (11), 28(11) or (12), 41A(4), (9) or (10), 41C(11) or (12) or 46AAG(1) or (2), or such other obligations or requirements under this Act or as may be prescribed by regulations made under section 44. [4/2017] [Act 12 of 2024 wef 30/08/2024] [Act 12 of 2024 wef 24/01/2025] (2) An approved exchange or a recognised market operator must comply with every direction issued to it under subsection (1). [4/2017] (3) Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a direction issued to it 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. [4/2017] (4) It is not necessary to publish any direction issued under subsection (1) in the Gazette . [4/2017]


document_id: sfa-2001
provision_ref: s46
chapter: PART 2 - ORGANISED MARKETS
section: 46
title: Power of Authority in organised market
content:
46. —(1) Without limiting section 45, where the Authority is of the opinion that it is necessary to prohibit trading in — ( a ) particular securities of, or made available by, an entity; ( b ) particular securities‑based derivatives contracts of, or made available by, an entity; or ( c ) particular units in a collective investment scheme, on an organised market of an approved exchange or a recognised market operator — ( d ) in order to protect persons buying or selling the securities, securities‑based derivatives contracts or units in a collective investment scheme, as the case may be; or ( e ) in the interests of the public, the Authority may give written notice to the approved exchange or recognised market operator stating that it is of that opinion and setting out the reasons for its opinion. [4/2017] (2) If, after the receipt of the notice given under subsection (1), the approved exchange or recognised market operator fails to take any action in relation to the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market and the Authority continues to be of the opinion that it is necessary to prohibit trading in the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market so as to achieve the objectives under subsection (1)( d ) or ( e ), the Authority may, by written notice to the approved exchange or recognised market operator — ( a ) prohibit trading in the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market for such period not exceeding 14 days, as specified in the notice; and ( b ) impose conditions or restrictions on the approved exchange or recognised market operator, as specified in the notice. [4/2017] (3) The Authority may, at any time, by written notice, add to, vary or revoke any condition or restriction mentioned in subsection (2)( b ). [4/2017] (4) An approved exchange or a recognised market operator on which a condition or restriction is imposed under subsection (2)( b ) or (3) must satisfy that condition or restriction. [4/2017] (5) Where the Authority gives a notice to an approved exchange or a recognised market operator under subsection (2), the Authority must — ( a ) at the same time send a copy of the notice to — (i) in the case of securities, the entity; (ii) in the case of securities‑based derivatives contracts, the entity; or (iii) in the case of units in a collective investment scheme, the responsible person of the collective investment scheme, together with a statement setting out the reasons for the giving of the notice; and ( b ) as soon as practicable, submit to the Minister a written report setting out the reasons for the giving of the notice and send a copy of the report to the approved exchange or recognised market operator. [4/2017] (6) Any person who is aggrieved by any action taken by the Authority, an approved exchange or a recognised market operator under this section may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final. [4/2017] (7) Despite the lodging of an appeal under subsection (6), any action taken by the Authority, an approved exchange or a recognised market operator under this section continues to have effect pending the Minister’s decision. [4/2017] (8) The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken by the Authority, an approved exchange or a recognised market operator under this section, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] (9) Any approved exchange or recognised market operator which permits trading in securities, securities‑based derivatives contracts or units in a collective investment scheme, on the organised market of the approved exchange or recognised market operator in contravention of a notice given under subsection (2) 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. [4/2017]


document_id: sfa-2001
provision_ref: s46AA
chapter: PART 2 - ORGANISED MARKETS
section: 46AA
title: Emergency powers of Authority
content:
46AA. —(1) Where the Authority has reason to believe that an emergency exists, or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors, the Authority may by written notice direct an approved exchange or a recognised market operator (as the case may be) to take such action as the Authority considers necessary to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be. [4/2017] (2) Without affecting subsection (1), the actions which the Authority may direct an approved exchange or a recognised market operator (as the case may be) to take include — ( a ) terminating or suspending trading on the organised market operated by the approved exchange or recognised market operator; ( b ) confining trading to liquidation of positions in capital markets products; ( c ) ordering the liquidation of any position or all positions or the reduction in any position or all positions; ( d ) limiting trading to a specific price range; ( e ) modifying trading days or hours; ( f ) altering conditions of delivery; ( g ) fixing the settlement price at which positions are to be liquidated; ( h ) requiring any person to act in a specified manner in relation to trading in capital markets products or any class of capital markets products; ( i ) requiring margins or additional margins for any capital markets products; and ( j ) modifying or suspending any of the business rules, or listing rules (as the case may be) of the approved exchange or recognised market operator, as the case may be. [4/2017] (3) Where an approved exchange or a recognised market operator fails to comply with any direction of the Authority under subsection (1) within such time as is specified by the Authority, the Authority may — ( a ) set margin levels in any capital markets products or class of capital markets products to cater for the emergency; ( b ) set limits that may apply to positions acquired in good faith by any person prior to the date of the notice issued by the Authority; or ( c ) take such other action to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be. [4/2017] (4) In this section, “emergency” means any threatened or actual market manipulation or cornering, and includes — ( a ) any act of any government affecting any commodity or financial instrument; ( b ) any major market disturbance that prevents an organised market from accurately reflecting the forces of supply and demand for any commodity or financial instrument; or ( c ) any undesirable situation or practice that, in the opinion of the Authority, constitutes an emergency. [4/2017] (5) The Authority may modify any action taken by an approved exchange or a recognised market operator under subsection (1), including the setting aside of that action. [4/2017] (6) Any person which is aggrieved by any action taken under this section by the Authority, an approved exchange or a recognised market operator, may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final. [4/2017] (7) Despite the lodging of an appeal under subsection (6), any action taken under this section by the Authority, an approved exchange or a recognised market operator, continues to have effect pending the Minister’s decision. [4/2017] (8) The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken under this section by the Authority, an approved exchange or a recognised market operator, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] (9) Any approved exchange or recognised market operator which fails to comply with 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. [4/2017]


document_id: sfa-2001
provision_ref: s46AAA
chapter: PART 2 - ORGANISED MARKETS
section: 46AAA
title: Interpretation of sections 46AAA to 46AAF
content:
46AAA. In this section and sections 46AAB to 46AAF, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to an approved exchange or a recognised market operator, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved exchange or recognised market operator (as the case may be), or acting in an equivalent capacity in relation to the approved exchange or recognised market operator (as the case may be); “relevant business” means any business of an approved exchange or a recognised market operator — ( a ) that the Authority has assumed control of under section 46AAB; or ( b ) in relation to which a statutory adviser or a statutory manager has been appointed under section 46AAB; “statutory adviser” means a statutory adviser appointed under section 46AAB; “statutory manager” means a statutory manager appointed under section 46AAB. [4/2017]


document_id: sfa-2001
provision_ref: s46AAB
chapter: PART 2 - ORGANISED MARKETS
section: 46AAB
title:
Action by Authority if approved exchange or recognised market operator unable to meet obligations, etc.

content:
46AAB. —(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 exchange or a recognised market operator 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 exchange or a recognised market operator becomes unable to meet its obligations, or is insolvent, or suspends payments; ( c ) the Authority is of the opinion that an approved exchange or a recognised market operator — (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 to the protection of investors, or to the objectives specified in section 5; (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 9(4) or (5); or ( d ) the Authority considers it in the public interest to do so. [4/2017] (2) Subject to subsections (1) and (3), the Authority may — ( a ) require the approved exchange or recognised market operator (as the case may be) 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 exchange or recognised market operator (as the case may be) on the proper management of such of the business of the approved exchange or recognised market operator (as the case may be) as the Authority may determine; or ( c ) assume control of and manage such of the business of the approved exchange or recognised market operator (as the case may be) 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. [4/2017] (3) In the case of a recognised market operator that is 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 recognised market operator (as the case may be) under subsection (2) is only in relation to — ( a ) the business or affairs of the recognised market operator carried on in, or managed in or from, Singapore; or ( b ) the property of the recognised market operator located in Singapore, or reflected in the books of the recognised market operator in Singapore (as the case may be) in relation to its operations in Singapore. [4/2017] (4) Where the Authority appoints 2 or more persons as the statutory manager of an approved exchange or a recognised market operator, 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. [4/2017] (5) Where the Authority has exercised any power under subsection (2), the Authority may, at any time and without affecting its power under section 14(1)( e ), 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. [4/2017] (6) No liability is 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. [4/2017] (7) Any approved exchange or recognised market operator 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. [4/2017]


document_id: sfa-2001
provision_ref: s46AAC
chapter: PART 2 - ORGANISED MARKETS
section: 46AAC
title: Effect of assumption of control under section 46AAB
content:
46AAC. —(1) Upon assuming control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business. [4/2017] (2) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager — ( a ) must manage the relevant business of the approved exchange or recognised market operator (as the case may be) in the name of and on behalf of the approved exchange or recognised market operator, as the case may be; and ( b ) is to be treated to be an agent of the approved exchange or recognised market operator, as the case may be. [4/2017] (3) In managing the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager — ( a ) must consider the interests of the public or the section of the public mentioned in section 46AAB(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 exchange or recognised market operator (as the case may be) (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the approved exchange or recognised market operator (as the case may be), including powers of delegation, in relation to the relevant business of the approved exchange or recognised market operator (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved exchange or recognised market operator (as the case may be) under the Companies Act 1967 or the constitution of the approved exchange or recognised market operator (as the case may be). [4/2017] (4) Upon the assumption of control of the relevant business of an approved exchange or a recognised market operator by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be), which was in force immediately before the assumption of control, is treated to be revoked unless the Authority gives its approval, by written notice to the person and the approved exchange or recognised market operator (as the case may be), for the person to remain in the appointment. [4/2017] (5) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, a person must not, except with the approval of the Authority, be appointed as the chief executive officer or a director of the approved exchange or recognised market operator, as the case may be. [4/2017] (6) Where the Authority has given its approval under subsection (4) or (5) for a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved exchange or a recognised market operator, the Authority may at any time, by written notice to the person, and the approved exchange or recognised market operator (as the case may be), revoke that approval, and the appointment is treated to be revoked on the date specified in the notice. [4/2017] (7) If any person, whose appointment as the chief executive officer or a director of an approved exchange or a recognised market operator 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 exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) — ( 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. [4/2017] (8) If any person who is appointed as the chief executive officer or a director of an approved exchange or a recognised market operator in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) — ( 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. [4/2017] (9) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator — ( 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 given to a person or body of persons mentioned 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 exchange or recognised market operator (as the case may be), the direction or decision mentioned in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision mentioned in sub‑paragraph (ii); and ( b ) a person must not exercise any voting or other right attached to any share in the approved exchange or recognised market operator (as the case may be) 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. [4/2017] (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. [4/2017] (11) Subsections (4), (5), (7) and (8) have effect despite any written law or rule of law to the contrary. [4/2017]


document_id: sfa-2001
provision_ref: s46AAD
chapter: PART 2 - ORGANISED MARKETS
section: 46AAD
title: Duration of control
content:
46AAD. —(1) The Authority must cease control of the relevant business of an approved exchange or a recognised market operator if the Authority is satisfied that — ( a ) the reasons for the Authority’s assumption of control have ceased to exist; or ( b ) the Authority’s assumption of control is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)( c )(i), or for the protection of investors. [4/2017] (2) A statutory manager is treated to have assumed control of the relevant business of an approved exchange or a recognised market operator on the date of appointment as a statutory manager. [4/2017] (3) The appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator 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) the appointment is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)( c )(i), or for the protection of investors; or ( b ) on any other ground, and upon such revocation, the statutory manager must cease control of the relevant business of the approved exchange or recognised market operator, as the case may be. [4/2017] (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 exchange or a recognised market operator; ( b ) the cessation of the Authority’s control of the relevant business of an approved exchange or a recognised market operator; ( c ) the appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator; and ( d ) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved exchange or a recognised market operator. [4/2017]


document_id: sfa-2001
provision_ref: s46AAE
chapter: PART 2 - ORGANISED MARKETS
section: 46AAE
title: Responsibilities of officers, member, etc., of approved exchange or recognised market operator
content:
46AAE. —(1) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator — ( a ) the General Division of the High Court may, on an application by the Authority or statutory manager, direct any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) 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 exchange or recognised market operator (as the case may be) which is comprised in, forms part of or relates to the relevant business of the approved exchange or recognised market operator (as the case may be), and which is in the person’s possession or control; and ( b ) any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) 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 exchange or recognised market operator (as the case may be), within such time and in such manner as the Authority or statutory manager may specify. [4/2017; 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. [4/2017]


document_id: sfa-2001
provision_ref: s46AAF
chapter: PART 2 - ORGANISED MARKETS
section: 46AAF
title: Remuneration and expenses of Authority and others in certain cases
content:
46AAF. —(1) The Authority may at any time fix the remuneration and expenses to be paid by an approved exchange or a recognised market operator — ( a ) to a statutory manager or statutory adviser appointed in relation to the approved exchange or recognised market operator (as the case may be), whether or not the appointment has been revoked; and ( b ) where the Authority has assumed control of the relevant business of the approved exchange or recognised market operator (as the case may be), 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. [4/2017] (2) The approved exchange or recognised market operator (as the case may be) must reimburse the Authority any remuneration and expenses payable by the approved exchange or recognised market operator (as the case may be) to a statutory manager or statutory adviser. [4/2017]


document_id: sfa-2001
provision_ref: s46AAG
chapter: PART 2 - ORGANISED MARKETS
section: 46AAG
title:
Power of Authority to exempt approved exchange or recognised market operator from provisions of this Part

content:
46AAG. —(1) The Authority may, by regulations made under section 44, exempt — ( a ) any approved exchange or recognised market operator; or ( b ) any class of approved exchanges or class of recognised market operators, from any provision of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations. [4/2017] (2) The Authority may, by written notice, exempt any approved exchange or recognised market operator 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 such exemption will not detract from the objectives specified in section 5. [4/2017] (3) The Authority may, at any time, by written notice, add to, vary or revoke the conditions or restrictions mentioned in subsection (2). [4/2017] (4) An approved exchange or a recognised market operator that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection. [4/2017] (5) An approved exchange or a recognised market operator 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 (3). [4/2017] (6) It is not necessary to publish any exemption granted under subsection (2) in the Gazette . [4/2017] Division 5 &#x2014; Voluntary Transfer of Business of
Approved Exchange or Recognised Market Operator


document_id: sfa-2001
provision_ref: s46AAH
chapter: PART 2 - ORGANISED MARKETS
section: 46AAH
title: Interpretation of this Division
content:
46AAH. 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 exchange or a recognised market operator, 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 exchange or a recognised market operator, 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 exchange or a recognised market operator the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division. [4/2017; 40/2019]


document_id: sfa-2001
provision_ref: s46AAI
chapter: PART 2 - ORGANISED MARKETS
section: 46AAI
title: Voluntary transfer of business
content:
46AAI. —(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 exchange or a recognised market operator) 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 exchange or a recognised market operator; and ( c ) the Court has approved the transfer. [4/2017] (2) Subsection (1) does not affect the right of an approved exchange or a recognised market operator to transfer the whole or any part of its business under any law. [4/2017] (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. [4/2017] (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 of a transferor’s business) under this Division. [4/2017] (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally. [4/2017] (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee. [4/2017] (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. [4/2017] (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. [4/2017] (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). [4/2017]


document_id: sfa-2001
provision_ref: s46AAJ
chapter: PART 2 - ORGANISED MARKETS
section: 46AAJ
title: Approval of transfer
content:
46AAJ. —(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. [4/2017] (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 46AAI(1)( a ); ( c ) the transferor and the transferee must, if they intend to serve on their respective participants 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 mentioned 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 by regulations made under section 44; ( 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 mentioned in paragraph ( a ) for a period of 15 days after the notice referred to in paragraph ( d ) is published in the Gazette ; and ( f ) unless the Court directs otherwise, the transferor and the transferee must serve on their respective participants who are affected by the transfer, at least 15 days before the application is made, a copy of the report mentioned in paragraph ( a ) or a summary of the transfer approved by the Authority under paragraph ( c ). [4/2017] (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. [4/2017] (4) The Court must not approve the transfer if the Authority has not consented under section 46AAI(1)( a ) to the transfer. [4/2017] (5) The Court may, after considering 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. [4/2017] (6) If the transferee is not approved as an approved exchange or recognised as a recognised market operator 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 exchange or recognised as a recognised market operator by the Authority. [4/2017] (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. [4/2017] (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. [4/2017] (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 of the business) 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. [4/2017] (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. [4/2017] (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. [4/2017] (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. [4/2017] (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. [4/2017]


document_id: sfa-2001
provision_ref: s46A
chapter: PART 2A - TRADE REPOSITORIES
section: 46A
title: Objectives of this Part
content:
46A. The objectives of this Part are — ( a ) to promote safe and efficient trade repositories; ( b ) to promote transparent markets through timely and reliable access to information on transactions; and ( c ) to reduce systemic risks. [34/2012]


document_id: sfa-2001
provision_ref: s46B
chapter: PART 2A - TRADE REPOSITORIES
section: 46B
title: Interpretation of this Part
content:
46B. In this Part, unless the context otherwise requires — “foreign trade repository” means a trade repository which is incorporated or formed outside Singapore; “foreign trade repository licence” means a licence that is granted by the Authority to a foreign trade repository under section 46E(2); “Singapore trade repository” means a trade repository which is incorporated in Singapore; “trade repository” means a corporation that collects and maintains information on any transactions relating to any capital markets products, or any other transactions or class of transactions that the Authority may prescribe by regulations made under section 341 for the purposes of this definition; “trade repository licence” means a licence that is granted by the Authority to a Singapore trade repository under section 46E(1). [34/2012; 4/2017] Division 1 &#x2014; Licensing of Trade Repositories


document_id: sfa-2001
provision_ref: s46C
chapter: PART 2A - TRADE REPOSITORIES
section: 46C
title: Holding out as licensed trade repository or licensed foreign trade repository
content:
46C. —(1) A person must not hold out that the person is — ( a ) a licensed trade repository, unless the person has in force a trade repository licence granted by the Authority under section 46E(1); or ( b ) a licensed foreign trade repository, unless the person has in force a foreign trade repository licence granted by the Authority under section 46E(2). [34/2012] (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction. [34/2012]


document_id: sfa-2001
provision_ref: s46D
chapter: PART 2A - TRADE REPOSITORIES
section: 46D
title: Application for licence
content:
46D. —(1) A corporation that is, or intends to be, a Singapore trade repository may apply to the Authority for the grant of a trade repository licence. [34/2012] (2) A corporation that is, or intends to be, a foreign trade repository may apply to the Authority for the grant of a foreign trade repository licence. [34/2012] (3) An application under subsection (1) or (2) 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. [34/2012] (4) The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application. [34/2012]


document_id: sfa-2001
provision_ref: s46E
chapter: PART 2A - TRADE REPOSITORIES
section: 46E
title: Power of Authority to grant trade repository licence or foreign trade repository licence
content:
46E. —(1) Where a corporation referred to in section 46D(1) has made an application under that provision, the Authority may grant the corporation a trade repository licence. [34/2012] (2) Where a corporation referred to in section 46D(2) has made an application under that provision, the Authority may grant the corporation a foreign trade repository licence. [34/2012] (3) The Authority may grant a corporation a trade repository licence under subsection (1) or a foreign trade repository licence under subsection (2) subject to such conditions or restrictions as the Authority thinks fit to impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to — ( a ) the activities that the corporation may undertake; ( b ) the transactions that may be reported to the corporation in its capacity as a trade repository; and ( c ) the nature of the investors or participants who may use or have an interest in the corporation as a trade repository. [34/2012] (4) The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose such further condition or restriction as the Authority may think fit. [34/2012] (5) A licensed trade repository or licensed foreign trade repository must, for the duration of the licence, satisfy every condition or restriction that may be imposed on it under subsection (3) or (4). [34/2012] (6) The Authority must not grant an applicant a trade repository licence or foreign trade repository licence, unless the applicant meets such requirements, including minimum financial requirements, as the Authority may prescribe, either generally or specifically. [34/2012] (7) Without affecting subsections (3), (4) and (6), the Authority may, for the purposes of granting a foreign trade repository licence under subsection (2), have regard, in addition to any requirements prescribed under subsection (6), to — ( a ) whether adequate arrangements exist for co‑operation between the Authority and the primary financial services regulatory authority responsible for the supervision of the foreign trade repository in the country or territory in which the head office or principal place of business of the foreign trade repository is situated; and ( b ) whether the foreign trade repository is, in the country or territory in which the head office or principal place of business is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 46A are achieved, to the requirements and supervision to which licensed trade repositories are subject under this Act. [34/2012] (8) In considering whether a foreign trade repository has satisfied the requirements specified in subsection (7)( b ), the Authority may have regard to — ( a ) the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign trade repository is situated; and ( b ) the rules and practices of the foreign trade repository acting in its capacity as a trade repository. [34/2012] (9) The Authority may refuse to grant a corporation a trade repository licence or foreign trade repository licence, if — ( a ) the corporation has not provided the Authority with such information as the Authority may require, relating to — (i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; or (ii) any circumstances likely to affect the corporation’s manner of conducting business or operations; ( b ) any information or document provided by the corporation to the Authority is false or misleading; ( c ) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( d ) an enforcement order against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( e ) a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; ( f ) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder (as the case may be), being a compromise or scheme of arrangement that is still in operation; ( g ) the corporation, a substantial shareholder of the corporation or any officer of the corporation — (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act committed before, on or after 1 August 2013; ( h ) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any licensed trade repository or licensed foreign trade repository; ( i ) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; ( j ) the Authority has reason to believe that the corporation may not be able to act in the best interests of its participants, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders; ( k ) the Authority is not satisfied as to — (i) the financial standing of the corporation or any of its substantial shareholders; or (ii) the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted; ( l ) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with the establishment or operation of any licensed trade repository or licensed foreign trade repository; ( m ) there are other circumstances which are likely to — (i) lead to the improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; ( n ) the Authority has reason to believe that the corporation, or any of its officers or employees, will not operate a safe and efficient trade repository; or ( o ) the Authority is of the opinion that it would be contrary to the interests of the public to grant the corporation a trade repository licence or foreign trade repository licence. [34/2012] (10) Subject to subsection (11), the Authority must not refuse to grant a corporation a trade repository licence or foreign trade repository licence under subsection (9) without giving the corporation an opportunity to be heard. [34/2012] (11) The Authority may refuse to grant a corporation a trade repository licence or foreign trade repository licence 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 a person in an equivalent capacity 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 committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly. [34/2012] (12) The Authority must give notice in the Gazette of any corporation granted a trade repository licence under subsection (1) or a foreign trade repository licence under subsection (2), and such notice may include all or any of the conditions or restrictions imposed by the Authority on the corporation under subsections (3) and (4). [34/2012] (13) Any applicant which is aggrieved by a refusal of the Authority under subsection (6), (9) or (11) to grant to the applicant a trade repository licence or foreign trade repository licence may, within 30 days after the applicant is notified of the refusal, appeal to the Minister, whose decision is final. [34/2012] (14) Any licensed trade repository or licensed foreign trade repository which contravenes subsection (5) 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]


document_id: sfa-2001
provision_ref: s46F
chapter: PART 2A - TRADE REPOSITORIES
section: 46F
title: Annual fees payable by licensed trade repository or licensed foreign trade repository
content:
46F. —(1) Every licensed trade repository and every licensed foreign trade repository must pay to the Authority such annual fees as may be prescribed in such manner as the Authority may specify. [34/2012] (2) The Authority may, where it considers appropriate, refund or remit the whole or any part of any annual fee paid or payable to it. [34/2012]


document_id: sfa-2001
provision_ref: s46G
chapter: PART 2A - TRADE REPOSITORIES
section: 46G
title: Cancellation of trade repository licence or foreign trade repository licence
content:
46G. —(1) A corporation which intends to cease operating as a licensed trade repository or licensed foreign trade repository may apply to the Authority to cancel its trade repository licence or foreign trade repository licence, as the case may be. [34/2012] (2) An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may prescribe. [34/2012] (3) The Authority may cancel the trade repository licence or foreign trade repository licence on such application if the Authority is satisfied that the cancellation of the trade repository licence or foreign trade repository licence (as the case may be) will not detract from the objectives specified in section 46A. [34/2012]


document_id: sfa-2001
provision_ref: s46H
chapter: PART 2A - TRADE REPOSITORIES
section: 46H
title: Power of Authority to revoke trade repository licence or foreign trade repository licence
content:
46H. —(1) The Authority may revoke a trade repository licence or foreign trade repository licence granted to a corporation, if — ( a ) there exists at any time a ground under section 46E(6) or (9) on which the Authority may refuse an application; ( b ) the corporation does not commence operating as a licensed trade repository or licensed foreign trade repository (as the case may be) within 12 months after the date on which it was granted the trade repository licence or foreign trade repository licence, as the case may be; ( c ) the corporation ceases to operate as a trade repository; ( d ) the corporation contravenes — (i) any condition or restriction applicable in respect of its trade repository licence or foreign trade repository licence, as the case may be; (ii) any direction issued to it by the Authority under this Act; or (iii) any provision in this Act; ( da ) upon the Authority exercising any power under section 46ZIB(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 trade repository licence or foreign trade repository licence, as the case may be; [Act 18 of 2022 wef 10/05/2024] ( e ) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or ( f ) 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) a trade repository licence or foreign trade repository licence that was granted to a corporation without giving the corporation an opportunity to be heard. [34/2012] (3) The Authority may revoke a trade repository licence or foreign trade repository licence that was granted to 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 a person in an equivalent capacity 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 committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly. [34/2012] (4) For the purposes of subsection (1)( c ), a corporation is deemed to have ceased to operate as a trade repository if — ( a ) it has ceased to operate as a trade repository for more than 30 days, unless it has obtained the prior approval of the Authority to do so; or ( b ) it has ceased to operate as a trade repository under a direction issued by the Authority under section 46ZK. [34/2012] (5) 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. [34/2012] (6) Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [34/2012] (7) The Minister may, when deciding an appeal under subsection (5), make such modifications 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. [34/2012] (8) Any revocation under subsection (1) or (3) of a trade repository licence or foreign trade repository licence granted to a corporation does not operate as to affect any report to the corporation made under Part 6A, or any obligation under Part 6A that was satisfied by making a report to the corporation, while the corporation was a licensed trade repository or licensed foreign trade repository, as the case may be. [34/2012] (9) The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of a trade repository licence or foreign trade repository licence. [34/2012] Division 2 &#x2014; Regulation of Licensed
Trade Repositories Subdivision (1) &#x2014; Obligations of licensed
trade repositories


document_id: sfa-2001
provision_ref: s46I
chapter: PART 2A - TRADE REPOSITORIES
section: 46I
title: General obligations
content:
46I. —(1) A licensed trade repository — ( a ) must operate in a safe and efficient manner in its capacity as a trade repository; ( b ) must manage any risks associated with its business and operations prudently; ( c ) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public; ( d ) must ensure that access for participation in the licensed trade repository is subject to criteria that are fair and objective, and that are designed to ensure the safe and efficient functioning of the licensed trade repository and to protect the interests of the investing public; ( e ) must maintain business rules that make satisfactory provision for the licensed trade repository to be operated in a safe and efficient manner; ( f ) must enforce compliance by its participants with its business rules; ( g ) must have sufficient financial, human and system resources — (i) to operate in a safe and efficient manner in its capacity as a trade repository; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; ( h ) must ensure that the Authority is provided with access to all information on transactions reported to the licensed trade repository; ( i ) must maintain governance arrangements that are adequate for the licensed trade repository to be operated in a safe and efficient manner; and ( j ) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [34/2012] (2) In subsection (1)( g ), “contingencies or disasters” includes technical disruptions occurring within automated systems. [34/2012]


document_id: sfa-2001
provision_ref: s46J
chapter: PART 2A - TRADE REPOSITORIES
section: 46J
title: Obligation to manage risks prudently
content:
46J. Without limiting section 46I(1)( b ), a licensed trade repository must — ( a ) ensure that the systems and controls concerning the assessment and management of risks to the licensed trade repository are adequate and appropriate for the scale and nature of its operations; and ( b ) have adequate arrangements, processes, mechanisms or services to collect and maintain information on transactions reported to the licensed trade repository. [34/2012]


document_id: sfa-2001
provision_ref: s46K
chapter: PART 2A - TRADE REPOSITORIES
section: 46K
title: Obligation to notify Authority of certain matters
content:
46K. —(1) A licensed trade repository must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance: ( a ) any material change to the information provided by the licensed trade repository in its application under section 46D(1); ( b ) the carrying on by the licensed trade repository of any business (called in this section a proscribed business) other than such business or such class of businesses prescribed by regulations made under section 46ZJ; ( c ) the acquisition by the licensed trade repository of a substantial shareholding in any corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 46ZJ; ( d ) the licensed trade repository becoming aware of any financial irregularity or other matter which in its opinion may affect its ability to discharge its financial obligations; ( e ) the licensed trade repository reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a participant of the licensed trade repository; ( f ) any other matter that the Authority may — (i) prescribe by regulations made under section 46ZJ for the purposes of this paragraph; or (ii) specify by written notice to the licensed trade repository in any particular case. [34/2012; 4/2017] (2) Without limiting section 46ZK(1), the Authority may, at any time after receiving a notice referred to in subsection (1), issue directions to the licensed trade repository — ( a ) where the notice relates to a matter referred to in subsection (1)( b ) — (i) to cease carrying on the proscribed business; or (ii) to carry on the proscribed business 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 46ZK(1); or ( b ) where the notice relates to a matter referred to in subsection (1)( c ) — (i) to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as the Authority considers appropriate; or (ii) to exercise its rights relating to such shareholding, or to not exercise such rights, 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 46ZK(1). [34/2012] (3) A licensed trade repository must comply with every direction issued to it under subsection (2), despite anything to the contrary in the Companies Act 1967 or any other law. [34/2012]


document_id: sfa-2001
provision_ref: s46L
chapter: PART 2A - TRADE REPOSITORIES
section: 46L
title: Obligation to maintain proper records
content:
46L. —(1) A licensed trade repository must maintain a record of all transactions reported to the licensed trade repository. [34/2012] (2) The Authority may prescribe by regulations made under section 46ZJ — ( a ) the form and manner in which the record referred to in subsection (1) must be maintained; ( b ) the information and details relating to each transaction that are to be maintained in the record; and ( c ) the period of time that the record is to be maintained. [34/2012]


document_id: sfa-2001
provision_ref: s46M
chapter: PART 2A - TRADE REPOSITORIES
section: 46M
title: Obligation to submit periodic reports
content:
46M. A licensed trade repository must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe. [34/2012]


document_id: sfa-2001
provision_ref: s46N
chapter: PART 2A - TRADE REPOSITORIES
section: 46N
title: Obligation to assist Authority
content:
46N. A licensed trade repository must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including — ( a ) the furnishing of such returns as the Authority may require for the proper administration of this Act; and ( b ) the provision of — (i) such books and information as the Authority may require for the proper administration of this Act, being books and information — (A) relating to the business or operations of the licensed trade repository; or (B) in respect of any transaction or class of transactions reported to the licensed trade repository; and (ii) such other information as the Authority may require for the proper administration of this Act. [34/2012]


document_id: sfa-2001
provision_ref: s46O
chapter: PART 2A - TRADE REPOSITORIES
section: 46O
title: Obligation to maintain confidentiality
content:
46O. —(1) Subject to subsection (2), a licensed trade repository and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information and transaction information that — ( a ) comes to the knowledge of the licensed trade repository or any of its officers or employees; or ( b ) is in the possession of the licensed trade repository or any of its officers or employees. [34/2012] (2) Subsection (1) does not apply to — ( a ) the disclosure of user information or transaction information for such purposes, or in such circumstances, as the Authority may prescribe; ( b ) any disclosure of user information or transaction information which is authorised by the Authority to be disclosed or provided; or ( c ) the disclosure of user information or transaction information pursuant to any requirement imposed under any written law or order of court in Singapore. [34/2012] (3) To avoid doubt, nothing in this section is to be construed as preventing a licensed trade repository from entering into a written agreement with a participant which obliges the licensed trade repository to maintain a higher degree of confidentiality than that specified in this section. [34/2012] (4) A licensed trade repository must comply with such other requirements relating to confidentiality as the Authority may prescribe. [34/2012]


document_id: sfa-2001
provision_ref: s46P
chapter: PART 2A - TRADE REPOSITORIES
section: 46P
title: Penalties under this Subdivision
content:
46P. Any licensed trade repository which contravenes section 46I(1), 46J, 46K(1) or (3), 46L(1), 46M, 46N or 46O(1) or (4) 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. [34/2012] Subdivision (2) &#x2014; Rules of licensed trade repositories


document_id: sfa-2001
provision_ref: s46Q
chapter: PART 2A - TRADE REPOSITORIES
section: 46Q
title: Business rules of licensed trade repositories
content:
46Q. —(1) Without limiting sections 46I and 46ZJ — ( a ) the Authority may prescribe the matters that a licensed trade repository must provide for in the business rules of the licensed trade repository; and ( b ) the licensed trade repository must provide for those matters in its business rules. [34/2012] (2) A licensed trade repository must not make any amendments to its business rules unless it complies with such requirements as the Authority may prescribe. [34/2012] (3) In this Subdivision, any reference to an amendment to a business rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule, whether the change is made by an alteration to the text of the business rule or by any other notice issued by or on behalf of the licensed trade repository. [34/2012] (4) Any licensed trade repository which contravenes subsection (1) or (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. [34/2012]


document_id: sfa-2001
provision_ref: s46R
chapter: PART 2A - TRADE REPOSITORIES
section: 46R
title: Business rules of licensed trade repositories have effect as contract
content:
46R. —(1) The business rules of a licensed trade repository are deemed to be, and operate as, a binding contract between the licensed trade repository and each participant. [34/2012] (2) The licensed trade repository and each participant are deemed to have agreed to observe, and perform the obligations under, the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the licensed trade repository or participant, as the case may be. [34/2012]


document_id: sfa-2001
provision_ref: s46S
chapter: PART 2A - TRADE REPOSITORIES
section: 46S
title: Power of court to order observance or enforcement of business rules
content:
46S. —(1) Where any person who is under an obligation to comply with, observe, enforce or give effect to the business rules of a licensed trade repository fails to do so, the General Division of the High Court may, on the application of the Authority, the licensed trade repository or a person aggrieved by the failure, and after giving the firstmentioned person an opportunity to be heard, make an order directing the firstmentioned person to comply with, observe, enforce or give effect to those business rules. [34/2012; 40/2019] (2) In this section, “person” includes a licensed trade repository. [34/2012] (3) This section is in addition to, and not in derogation of, any other remedy available to an aggrieved person referred to in subsection (1). [34/2012]


document_id: sfa-2001
provision_ref: s46T
chapter: PART 2A - TRADE REPOSITORIES
section: 46T
title: Non‑compliance with business rules not to substantially affect rights of person
content:
46T. Any failure by a licensed trade repository to comply with this Act or its business rules in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules, so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules. [34/2012] Subdivision (3) &#x2014; Matters requiring approval of Authority


document_id: sfa-2001
provision_ref: s46U
chapter: PART 2A - TRADE REPOSITORIES
section: 46U
title: Control of substantial shareholding in licensed trade repository
content:
46U. —(1) A person must not enter into any agreement to acquire shares in a licensed trade repository, being an agreement by virtue of which the person would, if the agreement had been carried out, become a substantial shareholder of the licensed trade repository, without first obtaining the approval of the Authority to enter into the agreement. [34/2012] (2) A person must not become either of the following without first obtaining the approval of the Authority: ( a ) a 12% controller of a licensed trade repository; ( b ) a 20% controller of a licensed trade repository. [34/2012] (3) In subsection (2) — “12% controller”, in relation to a licensed trade repository, 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 licensed trade repository; or ( b ) is in a position to control not less than 12% of the votes in the licensed trade repository; “20% controller”, in relation to a licensed trade repository, means a person who, alone or together with the person’s associates — ( a ) holds not less than 20% of the shares in the licensed trade repository; or ( b ) is in a position to control not less than 20% of the votes in the licensed trade repository. [34/2012] (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 a licensed trade repository 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 licensed trade repository; 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 , whether 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 licensed trade repository. [34/2012; 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 may think fit. [34/2012] (6) Without affecting subsection (13), 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 a licensed trade repository in which a substantial shareholder, 12% controller or 20% controller of the licensed trade repository has an interest. [34/2012] (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 licensed trade repository — ( a ) no voting rights are exercisable in respect of the shares which are the subject of the direction; ( b ) the licensed trade repository 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 licensed trade repository, the licensed trade repository 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. [34/2012] (8) Any issue of shares by a licensed trade repository 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 licensed trade repository, upon which the licensed trade repository must return to the person any payment received from the person in respect of those shares. [34/2012] (9) Any payment made by a licensed trade repository 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 licensed trade repository. [34/2012] (10) Without affecting sections 46ZL(1) and 337(1), the Authority may, by regulations made under section 46ZJ, exempt all or any of the following from subsection (1) or (2), subject to such conditions or restrictions as the Authority may prescribe in those regulations: ( a ) any person or class of persons; ( b ) any class or description of shares or interests in shares. [34/2012] (11) Without affecting sections 46ZL(2) and 337(3) and (4), the Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1) or (2), subject to such conditions or restrictions as the Authority may specify by written notice. [34/2012] (12) It is not necessary to publish any exemption granted under subsection (11) in the Gazette . [34/2012] (13) 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. [34/2012] (14) 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. [34/2012]


document_id: sfa-2001
provision_ref: s46V
chapter: PART 2A - TRADE REPOSITORIES
section: 46V
title: Approval of chairperson, chief executive officer, director and key persons
content:
46V. —(1) A licensed trade repository must not appoint a person as its chairperson, chief executive officer or director unless the licensed trade repository has obtained the approval of the Authority. [34/2012] (2) The Authority may, by written notice, require a licensed trade repository to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the licensed trade repository, and the licensed trade repository must comply with the notice. [34/2012] (3) An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may prescribe. [34/2012] (4) Without limiting section 46ZJ and to any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe or specify in directions issued by written notice. [34/2012] (5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the licensed trade repository an opportunity to be heard. [34/2012] (6) The Authority may refuse an application for approval on any of the following grounds without giving the licensed trade repository 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 committed before, on or after 1 August 2013 — (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. [34/2012] (7) 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. [34/2012] (8) A licensed trade repository must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director or of any person referred to in the notice issued by the Authority under subsection (2). [34/2012] (9) The Authority may make regulations under section 46ZJ relating to the composition and duties of the board of directors or any committee of a licensed trade repository. [34/2012] (10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of a licensed trade repository, and any body responsible for disciplinary action against a participant of a licensed trade repository. [34/2012] (11) Without affecting sections 46ZL(1) and 337(1), the Authority may, by regulations made under section 46ZJ, exempt any licensed trade repository or class of licensed trade repositories from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations. [34/2012] (12) Without affecting sections 46ZL(2) and 337(3) and (4), the Authority may, by written notice, exempt any licensed trade repository from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice. [34/2012] (13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette . [34/2012] (14) Subject to subsections (11) and (12), any licensed trade repository which contravenes subsection (1), (2) or (8) 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. [34/2012] Subdivision (4) &#x2014; Powers of Authority 46W. [ Repealed by Act 10 of 2013 ]


document_id: sfa-2001
provision_ref: s46X
chapter: PART 2A - TRADE REPOSITORIES
section: 46X
title: Auditors of licensed trade repositories — appointment and duties
content:
46X. —(1) Despite any other provision of this Act or any other written law, every licensed trade repository 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 licensed trade repository, 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 a licensed trade repository 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 a licensed trade repository if — ( a ) the licensed trade repository 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 licensed trade repository appointed under subsection (1), and may at any time fix the remuneration to be paid by the licensed trade repository 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 licensed trade repository; and ( b ) to make a report in respect of the latest financial statements of the licensed trade repository or, where the licensed trade repository 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 licensed trade repository; ( 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 licensed trade repository 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 a licensed trade repository, at any time — ( a ) direct the licensed trade repository to remove the auditor; and ( b ) direct the licensed trade repository to appoint another auditor approved by the Authority, as soon as practicable after the removal, and the licensed trade repository 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) A licensed trade repository 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) A licensed trade repository 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]


document_id: sfa-2001
provision_ref: s46XA
chapter: PART 2A - TRADE REPOSITORIES
section: 46XA
title: Auditors of licensed trade repositories to report certain matters and irregularities to Authority
content:
46XA. —(1) If an auditor of a licensed trade repository, in the course of performing the auditor’s duties mentioned in section 46X(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 licensed trade repository 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 licensed trade repository, including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors. (2) An auditor of a licensed trade repository 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 a licensed trade repository may have, apart from this section, as a defendant in an action for defamation. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s46XB
chapter: PART 2A - TRADE REPOSITORIES
section: 46XB
title: Power of Authority to appoint auditor to examine and audit books of licensed trade repository
content:
46XB. —(1) Where — ( a ) a licensed trade repository is required under section 46M to submit to the Authority an auditor’s report but fails to do so; or ( b ) the Authority receives a report under section 46XA(1), the Authority may, without affecting its powers under section 46X, if it is satisfied that it is in the interests of the licensed trade repository, the participants of the licensed trade repository 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 licensed trade repository. (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 licensed trade repository, the Authority may, in writing, direct the licensed trade repository 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 a licensed trade repository 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]


document_id: sfa-2001
provision_ref: s46XC
chapter: PART 2A - TRADE REPOSITORIES
section: 46XC
title: Restriction on auditor’s and employee’s right to communicate certain matters
content:
46XC. 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 46X(5) or who is appointed under section 46XB, 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]


document_id: sfa-2001
provision_ref: s46Y
chapter: PART 2A - TRADE REPOSITORIES
section: 46Y
title: Emergency powers of Authority
content:
46Y. —(1) Where the Authority has reason to believe that an emergency exists, or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors, the Authority may direct by written notice a licensed trade repository to take such action as the Authority considers necessary to maintain or restore the safe and efficient operation of the licensed trade repository. [34/2012] (2) Where a licensed trade repository fails to comply with any direction of the Authority under subsection (1) within such time as is specified by the Authority, the Authority may take such action as the Authority thinks fit to maintain or restore the safe and efficient operation of the licensed trade repository. [34/2012] (3) In this section, “emergency” includes — ( a ) any threatened or actual market manipulation; ( b ) any act of any government affecting any commodity or financial instrument; ( c ) any major market disturbance which prevents a market from accurately reflecting the forces of supply and demand for such commodity or financial instrument; or ( d ) any undesirable situation or practice which, in the opinion of the Authority, constitutes an emergency. [34/2012; 4/2017] (4) The Authority may modify any action taken by a licensed trade repository under subsection (1), including the setting aside of that action. [34/2012] (5) Any person who is aggrieved by any action taken by the Authority, or by a licensed trade repository, under this section may, within 30 days after the person is notified of the action, appeal to the Minister, whose decision is final. [34/2012] (6) Despite the lodging of an appeal under subsection (5), any action taken by the Authority, or by a licensed trade repository, under this section continues to have effect pending the Minister’s decision. [34/2012] (7) The Minister may, when deciding an appeal under subsection (5), make such modification as he or she considers necessary to any action taken by the Authority, or by a licensed trade repository, under this section, and any such modified action has effect from the date of the Minister’s decision. [34/2012] (8) Any licensed trade repository which fails to comply with 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. [34/2012]


document_id: sfa-2001
provision_ref: s46Z
chapter: PART 2A - TRADE REPOSITORIES
section: 46Z
title: Disqualification or removal of director or executive officer
content:
46Z. —(1) Despite the provisions of any other written law, a licensed trade repository 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 41 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 a licensed trade repository is not a fit and proper person to be a director or executive officer (as the case may be) of the licensed trade repository, the Authority may, by notice in writing to the licensed trade repository, 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 licensed trade repository 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 licensed trade repository to contravene any provision of this Act or the business rules of the licensed trade repository; ( b ) the individual has, without reasonable excuse, failed to secure the compliance of the licensed trade repository 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 licensed trade repository; ( 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 a licensed trade repository to remove an individual from his or her office or employment under subsection (2) without giving the licensed trade repository 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 41 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) A licensed trade repository must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction. (7) Any licensed trade repository who receives a direction under subsection (2), or any director or executive officer of a licensed trade repository in relation to whom a direction under subsection (2) is given, may, within 30 days after the licensed trade repository 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 a licensed trade repository or any person acting on behalf of a licensed trade repository 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 licensed trade repository 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] Subdivision (5) &#x2014; Immunity


document_id: sfa-2001
provision_ref: s46ZA
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZA
title: Immunity from criminal or civil liability
content:
46ZA. —(1) No criminal or civil liability shall be incurred by a licensed trade repository, or by any person specified in subsection (2), for any thing 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, the discharge or purported discharge of the obligations of the licensed trade repository under this Act or under the business rules of the licensed trade repository. [34/2012] (2) For the purposes of subsection (1), the specified person is any person acting on behalf of the licensed trade repository, including — ( a ) any director of the licensed trade repository; or ( b ) any member of any committee established by the licensed trade repository. [34/2012] Division 3 &#x2014; Regulation of Licensed
Foreign Trade Repositories


document_id: sfa-2001
provision_ref: s46ZB
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZB
title: General obligations
content:
46ZB. —(1) A licensed foreign trade repository — ( a ) must operate in a safe and efficient manner in its capacity as a trade repository; ( b ) must manage any risks associated with its business and operations prudently; ( c ) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public; ( d ) must ensure that access for participation in the licensed foreign trade repository is subject to criteria that are fair and objective, and that are designed to ensure the safe and efficient functioning of the licensed foreign trade repository and to protect the interests of the investing public; ( e ) must maintain business rules that make satisfactory provision for the licensed foreign trade repository to be operated in a safe and efficient manner; ( f ) must enforce compliance by its participants with its business rules; ( g ) must have sufficient financial, human and system resources — (i) to operate in a safe and efficient manner in its capacity as a trade repository; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; ( h ) must ensure that the Authority is provided with access to all information on transactions reported to the licensed foreign trade repository; ( i ) must maintain governance arrangements that are adequate for the licensed foreign trade repository to be operated in a safe and efficient manner; and ( j ) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [34/2012] (2) In subsection (1)( g ), “contingencies or disasters” includes technical disruptions occurring within automated systems. [34/2012]


document_id: sfa-2001
provision_ref: s46ZC
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZC
title: Obligation to manage risks prudently
content:
46ZC. Without limiting section 46ZB(1)( b ), a licensed foreign trade repository must — ( a ) ensure that the systems and controls concerning the assessment and management of risks to the licensed foreign trade repository are adequate and appropriate for the scale and nature of its operations; and ( b ) have adequate arrangements, processes, mechanisms or services to collect and maintain information on transactions reported to the licensed foreign trade repository. [34/2012]


document_id: sfa-2001
provision_ref: s46ZD
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZD
title: Obligation to notify Authority of certain matters
content:
46ZD. A licensed foreign trade repository must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance: ( a ) any material change to the information provided by the licensed foreign trade repository in its application under section 46D(2); ( b ) the licensed foreign trade repository becoming aware of any financial irregularity or other matter which in its opinion may affect its ability to discharge its financial obligations; ( c ) any other matter that the Authority may — (i) prescribe by regulations made under section 46ZJ for the purposes of this paragraph; or (ii) specify by written notice to the licensed foreign trade repository in any particular case. [34/2012]


document_id: sfa-2001
provision_ref: s46ZE
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZE
title: Obligation to maintain proper records
content:
46ZE. —(1) A licensed foreign trade repository must maintain a record of all transactions reported to the licensed foreign trade repository. [34/2012] (2) The Authority may prescribe by regulations made under section 46ZJ — ( a ) the form and manner in which the record referred to in subsection (1) must be maintained; ( b ) the information and details relating to each transaction that are to be maintained in the record; and ( c ) the period of time that the record is to be maintained. [34/2012]


document_id: sfa-2001
provision_ref: s46ZF
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZF
title: Obligation to submit periodic reports
content:
46ZF. A licensed foreign trade repository must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe. [34/2012]


document_id: sfa-2001
provision_ref: s46ZG
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZG
title: Obligation to assist Authority
content:
46ZG. A licensed foreign trade repository must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including — ( a ) the furnishing of such returns as the Authority may require for the proper administration of this Act; and ( b ) the provision of — (i) such books and information as the Authority may require for the proper administration of this Act, being books and information — (A) relating to the business or operations of the licensed foreign trade repository; or (B) in respect of any transaction or class of transactions reported to the licensed foreign trade repository; and (ii) such other information as the Authority may require for the proper administration of this Act. [34/2012]


document_id: sfa-2001
provision_ref: s46ZH
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZH
title: Obligation to maintain confidentiality
content:
46ZH. —(1) Subject to subsection (2), a licensed foreign trade repository and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information or transaction information that — ( a ) comes to the knowledge of the licensed foreign trade repository or any of its officers or employees; or ( b ) is in the possession of the licensed foreign trade repository or any of its officers or employees. [34/2012] (2) Subsection (1) does not apply to — ( a ) the disclosure of user information or transaction information for such purposes, or in such circumstances, as the Authority may prescribe; ( b ) any disclosure of user information or transaction information which is authorised by the Authority to be disclosed or provided; or ( c ) the disclosure of user information or transaction information pursuant to any requirement imposed under any written law or order of court in Singapore. [34/2012] (3) To avoid doubt, nothing in this section is to be construed as preventing a licensed foreign trade repository from entering into a written agreement with a participant which obliges the licensed foreign trade repository to maintain a higher degree of confidentiality than that specified in this section. [34/2012] (4) A licensed foreign trade repository must comply with such other requirements relating to confidentiality as the Authority may prescribe. [34/2012]


document_id: sfa-2001
provision_ref: s46ZI
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZI
title: Penalties under this Division
content:
46ZI. Any licensed foreign trade repository which contravenes section 46ZB(1), 46ZC, 46ZD, 46ZE(1), 46ZF, 46ZG or 46ZH(1) or (4) 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] Division 4 &#x2014; General Powers of Authority


document_id: sfa-2001
provision_ref: s46ZIA
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZIA
title: Interpretation of sections 46ZIA to 46ZIF
content:
46ZIA. In this section and sections 46ZIB to 46ZIF, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to a licensed trade repository or licensed foreign trade repository, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the licensed trade repository or licensed foreign trade repository (as the case may be), or acting in an equivalent capacity in relation to the licensed trade repository or licensed foreign trade repository, as the case may be; “relevant business” means any business of a licensed trade repository or licensed foreign trade repository — ( a ) which the Authority has assumed control of under section 46ZIB; or ( b ) in relation to which a statutory adviser or a statutory manager has been appointed under section 46ZIB; “statutory adviser” means a statutory adviser appointed under section 46ZIB; “statutory manager” means a statutory manager appointed under section 46ZIB. [10/2013]


document_id: sfa-2001
provision_ref: s46ZIB
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZIB
title: Action by Authority if licensed trade repository unable to meet obligations, etc.
content:
46ZIB. —(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 ) a licensed trade repository or licensed foreign trade repository 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 ) a licensed trade repository or licensed foreign trade repository becomes unable to meet its obligations, or is insolvent, or suspends payments; ( c ) the Authority is of the opinion that a licensed trade repository or licensed foreign trade repository — (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 46A; (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 46E(3) or (4); 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 licensed trade repository or licensed foreign trade repository (as the case may be) 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 licensed trade repository or licensed foreign trade repository (as the case may be) on the proper management of such of the business of the licensed trade repository or licensed foreign trade repository (as the case may be) as the Authority may determine; or ( c ) assume control of and manage such of the business of the licensed trade repository or licensed foreign trade repository (as the case may be) 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 a licensed foreign trade repository, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the licensed foreign trade repository under subsection (2) is only in relation to — ( a ) the business or affairs of the licensed foreign trade repository carried on in, or managed in or from, Singapore; or ( b ) the property of the licensed foreign trade repository located in Singapore or reflected in the books of the licensed foreign trade repository 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 a licensed trade repository or licensed foreign trade repository, 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 46H(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 licensed trade repository or licensed foreign trade repository 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]


document_id: sfa-2001
provision_ref: s46ZIC
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZIC
title: Effect of assumption of control under section 46ZIB
content:
46ZIC. —(1) Upon assuming control of the relevant business of a licensed trade repository or licensed foreign trade repository, 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 a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager — ( a ) must manage the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) in the name of and on behalf of the licensed trade repository or licensed foreign trade repository, as the case may be; and ( b ) is deemed to be an agent of the licensed trade repository or licensed foreign trade repository, as the case may be. [10/2013] (3) In managing the relevant business of a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager — ( a ) must consider the interests of the public or the section of the public referred to in section 46ZIB(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 licensed trade repository or licensed foreign trade repository (as the case may be) (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the licensed trade repository or licensed foreign trade repository (as the case may be), including powers of delegation, in relation to the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the licensed trade repository or licensed foreign trade repository (as the case may be) under the Companies Act 1967 or the constitution of the licensed trade repository or licensed foreign trade repository (as the case may be). [10/2013] (4) Despite any written law or rule of law, upon the assumption of control of the relevant business of a licensed trade repository or licensed foreign trade repository by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the licensed trade repository or licensed foreign trade repository (as the case may be), 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 licensed trade repository or licensed foreign trade repository (as the case may be), 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 a licensed trade repository or licensed foreign trade repository, except with the approval of the Authority, no person may be appointed as the chief executive officer or a director of the licensed trade repository or licensed foreign trade repository, as the case may be. [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 a licensed trade repository or licensed foreign trade repository, the Authority may at any time, by written notice to the person and the licensed trade repository or licensed foreign trade repository (as the case may be), 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 a licensed trade repository or licensed foreign trade repository 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 licensed trade repository or licensed foreign trade repository (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) — ( 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 a licensed trade repository or licensed foreign trade repository in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the licensed trade repository or licensed foreign trade repository (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) — ( 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 a licensed trade repository or licensed foreign trade repository — ( 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 licensed trade repository or licensed foreign trade repository, as the case may be, 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 licensed trade repository or licensed foreign trade repository (as the case may be) 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]


document_id: sfa-2001
provision_ref: s46ZID
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZID
title: Duration of control
content:
46ZID. —(1) The Authority must cease to be in control of the relevant business of a licensed trade repository or licensed foreign trade repository 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 46ZIB(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 a licensed trade repository or licensed foreign trade repository 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 a licensed trade repository or licensed foreign trade repository 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 46ZIB(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 licensed trade repository or licensed foreign trade repository, as the case may be. [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 a licensed trade repository or licensed foreign trade repository; ( b ) the cessation of the Authority’s control of the relevant business of a licensed trade repository or licensed foreign trade repository; ( c ) the appointment of a statutory manager in relation to the relevant business of a licensed trade repository or licensed foreign trade repository; and ( d ) the revocation of a statutory manager’s appointment in relation to the relevant business of a licensed trade repository or licensed foreign trade repository. [10/2013]


document_id: sfa-2001
provision_ref: s46ZIE
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZIE
title: Responsibilities of officers, member, etc., of licensed trade repository
content:
46ZIE. —(1) During the period when the Authority or statutory manager is in control of the relevant business of a licensed trade repository or licensed foreign trade repository — ( 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 licensed trade repository or licensed foreign trade repository (as the case may be) 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 licensed trade repository or licensed foreign trade repository (as the case may be) which is comprised in, forms part of or relates to the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be), 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 licensed trade repository or licensed foreign trade repository (as the case may be) 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 licensed trade repository or licensed foreign trade repository (as the case may be), 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]


document_id: sfa-2001
provision_ref: s46ZIF
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZIF
title: Remuneration and expenses of Authority and others in certain cases
content:
46ZIF. —(1) The Authority may at any time fix the remuneration and expenses to be paid by a licensed trade repository or licensed foreign trade repository — ( a ) to a statutory manager or statutory adviser appointed in relation to the licensed trade repository or licensed foreign trade repository (as the case may be), whether or not the appointment has been revoked; and ( b ) where the Authority has assumed control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be), 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 licensed trade repository or licensed foreign trade repository (as the case may be) must reimburse the Authority any remuneration and expenses payable by the licensed trade repository or licensed foreign trade repository (as the case may be) to a statutory manager or statutory adviser. [10/2013]


document_id: sfa-2001
provision_ref: s46ZJ
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZJ
title: Power of Authority to make regulations
content:
46ZJ. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations relating to — ( a ) the grant of a trade repository licence or foreign trade repository licence; ( b ) the requirements applicable to a licensed trade repository or licensed foreign trade repository; ( c ) the measures that a licensed trade repository or licensed foreign trade repository must adopt for the purposes of managing or mitigating risks; ( d ) the maintenance of records of transactions reported to a licensed trade repository or licensed foreign trade repository; and ( e ) the submission of reports by a licensed trade repository or licensed foreign trade repository. [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 a penalty 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, for 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. [34/2012]


document_id: sfa-2001
provision_ref: s46ZK
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZK
title: Power of Authority to issue directions
content:
46ZK. —(1) The Authority may issue directions, whether of a general or specific nature, by written notice, to a licensed trade repository or licensed foreign trade repository, or a class of licensed trade repositories or class of licensed foreign trade repositories, if the Authority thinks it necessary or expedient — ( a ) for ensuring the safe and efficient operation of the licensed trade repository or licensed foreign trade repository, of licensed trade repositories or licensed foreign trade repositories of the class, or of licensed trade repositories or licensed foreign trade repositories in general; [Act 12 of 2024 wef 30/08/2024] ( b ) for ensuring the integrity and stability of the capital markets or the financial system; ( c ) in the interests of the public or a section of the public or for the protection of investors; ( d ) for the effective administration of this Act; or ( e ) for ensuring compliance with any condition or restriction that the Authority may impose under section 46E(3) or (4), 46K(2), 46U(5), (10) or (11), 46V(11) or (12) or 46ZL(1) or (2), or such other obligations or requirements under this Act or as the Authority may prescribe. [34/2012] [Act 12 of 2024 wef 30/08/2024] [Act 12 of 2024 wef 30/08/2024] (2) Without limiting subsection (1), the Authority may issue directions, by written notice, to a licensed trade repository or licensed foreign trade repository, or a class of licensed trade repositories or class of licensed foreign trade repositories — ( a ) with respect to the publication of any information relating to any transaction reported to the licensed trade repository or licensed foreign trade repository, or to licensed trade repositories or licensed foreign trade repositories of the class, as the case may be; or [Act 12 of 2024 wef 30/08/2024] ( b ) for ensuring that the Authority and such other entities as the Authority may specify are provided with access to any information on any transaction reported to the licensed trade repository or licensed foreign trade repository or to licensed trade repositories or licensed foreign trade repositories of the class. [34/2012] [Act 12 of 2024 wef 30/08/2024] [Act 12 of 2024 wef 30/08/2024] (3) A licensed trade repository or licensed foreign trade repository must comply with every direction issued to it under subsection (1) or (2). [34/2012] (4) Any licensed trade repository or licensed foreign trade repository which, without reasonable excuse, contravenes a direction issued to it under subsection (1) or (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. [34/2012] (5) It is not necessary to publish any direction issued under subsection (1) or (2) in the Gazette . [34/2012]


document_id: sfa-2001
provision_ref: s46ZL
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZL
title:
Power of Authority to exempt licensed trade repository or licensed foreign trade repository from provisions of this Part

content:
46ZL. —(1) Without affecting section 337(1), the Authority may, by regulations made under section 46ZJ, exempt any licensed trade repository, licensed foreign trade repository, or class of licensed trade repositories or licensed foreign trade repositories 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 licensed trade repository or licensed foreign trade repository 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 licensed trade repository or licensed foreign trade repository with that provision will not detract from the objectives specified in section 46A. [34/2012] (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) A licensed trade repository or licensed foreign trade repository 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) A licensed trade repository or licensed foreign trade repository 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] Division 5 &#x2014; Voluntary Transfer of Business of
Licensed Trade Repository or Licensed Foreign
Trade Repository


document_id: sfa-2001
provision_ref: s46ZM
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZM
title: Interpretation of this Division
content:
46ZM. 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 a licensed trade repository or licensed foreign trade repository, or a corporation which has applied or will be applying for a trade repository licence or foreign trade repository licence, 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 a licensed trade repository or licensed foreign trade repository 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]


document_id: sfa-2001
provision_ref: s46ZN
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZN
title: Voluntary transfer of business
content:
46ZN. —(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of a licensed trade repository or licensed foreign trade repository) 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 a licensed trade repository or licensed foreign trade repository; and ( c ) the Court has approved the transfer. [10/2013] (2) Subsection (1) does not affect the right of a licensed trade repository or licensed foreign trade repository 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]


document_id: sfa-2001
provision_ref: s46ZO
chapter: PART 2A - TRADE REPOSITORIES
section: 46ZO
title: Approval of transfer
content:
46ZO. —(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 46ZN(1)( a ); ( c ) the transferor and the transferee must, if they intend to serve on their respective participants 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 participants 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 46ZN(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 granted a trade repository licence or foreign trade repository licence by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being granted a trade repository licence or foreign trade repository licence 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]


document_id: sfa-2001
provision_ref: s47
chapter: PART 3 - CLEARING FACILITIES
section: 47
title: Objectives of this Part
content:
47. The objectives of this Part are — ( a ) to promote safe and efficient clearing facilities; and ( b ) to reduce systemic risk. [34/2012]


document_id: sfa-2001
provision_ref: s48
chapter: PART 3 - CLEARING FACILITIES
section: 48
title: Interpretation of this Part
content:
48. —(1) In this Part, unless the context otherwise requires — “default proceedings” means any proceedings or other action taken by an approved clearing house or a recognised clearing house under its default rules; “default rules”, in relation to an approved clearing house or a recognised clearing house, means the business rules of the approved clearing house or recognised clearing house which provide for the taking of proceedings or other action if a participant has failed, or appears to be unable or to be likely to become unable, to meet the participant’s obligations for any unsettled or open market contract to which the participant is a party; “defaulter” means a participant who is the subject of any default proceedings; “foreign corporation” means a corporation which is incorporated or formed outside Singapore; “market charge” means a security interest, whether fixed or floating, granted in favour of an approved clearing house, or a recognised clearing house, over market collateral; “market collateral” means any property held by or deposited with an approved clearing house or a recognised clearing house, for the purpose of securing any liability arising directly in connection with the ensuring of the performance of market contracts by the approved clearing house or recognised clearing house; “market contract” means — ( a ) a contract subject to the business rules of an approved clearing house or a recognised clearing house, that is entered into between the approved clearing house or recognised clearing house and a participant pursuant to a novation (however described), whether before or after default proceedings have commenced, which is in accordance with those business rules and for the purposes of the clearing or settlement of transactions using the clearing facility of the approved clearing house or recognised clearing house; or ( b ) a transaction which is being cleared or settled using the clearing facility of an approved clearing house or a recognised clearing house, and in accordance with the business rules of the approved clearing house or recognised clearing house, whether or not a novation referred to in paragraph ( a ) is to take place; “property”, in relation to a market charge or market collateral, means — ( a ) any money, letter of credit, banker’s draft, certified cheque, guarantee or other similar instrument; ( b ) any securities; ( c ) any unit in a collective investment scheme; ( d ) any derivatives contract; or ( e ) any other asset of value acceptable to an approved clearing house or a recognised clearing house; “relevant office holder” means — ( a ) the Official Assignee exercising his or her powers under the Insolvency, Restructuring and Dissolution Act 2018; ( b ) a person acting in relation to a corporation as the liquidator, the provisional liquidator, the receiver, the receiver and manager or the judicial manager of the corporation, or acting in an equivalent capacity in relation to a corporation; or ( c ) a person acting in relation to an individual as the trustee in bankruptcy, or the interim receiver of the property, of the individual, or acting in an equivalent capacity in relation to an individual; “settlement”, in relation to a market contract, includes partial settlement; “Singapore corporation” means a corporation which is incorporated in Singapore; [Act 12 of 2024 wef 24/01/2025] “Singapore recognised clearing house” means a recognised clearing house that is a Singapore corporation. [34/2012; 4/2017; 40/2018] [Act 12 of 2024 wef 24/01/2025] (2) Where a charge is granted partly for the purpose specified in the definition of “market charge” in subsection (1) and partly for any other purpose or purposes, the charge is treated as a market charge under this Part insofar as it has effect for that specified purpose. [34/2012] (3) Where any collateral is granted partly for the purpose specified in the definition of “market collateral” in subsection (1) and partly for any other purpose or purposes, the collateral is treated as market collateral under this Part insofar as it has been provided for that specified purpose. [34/2012] (4) Any references in this Part to the law of insolvency is a reference to — ( a ) the Insolvency, Restructuring and Dissolution Act 2018; and ( b ) [ Deleted by Act 40 of 2018 ] ( c ) any other written law, whether in Singapore or elsewhere, which is concerned with, or in any way related to, the bankruptcy or insolvency of a person, other than the Banking Act 1970. [34/2012; 40/2018] (5) Any reference in this Part to a settlement, in relation to a market contract, is a reference to the discharge of the rights and liabilities of the parties to the market contract, whether by performance, compromise or otherwise. [34/2012] Division 1 &#x2014; Establishment of Clearing Facilities


document_id: sfa-2001
provision_ref: s49
chapter: PART 3 - CLEARING FACILITIES
section: 49
title: Requirement for approval or recognition
content:
49. —(1) A person must not establish or operate a clearing facility, or hold out that the person is operating a clearing facility, unless the person is — ( a ) an approved clearing house; or ( b ) a recognised clearing house. [34/2012] (2) A person must not hold out that the person is — ( a ) an approved clearing house, unless the person is an approved clearing house; or ( b ) a recognised clearing house, unless the person is a recognised clearing house. [34/2012] (3) Except with the written approval of the Authority, no person, other than an approved clearing house or a recognised clearing house, may take or use, or have attached to or exhibited at any place — ( a ) the title or description “securities clearing house” or “futures clearing house” in any language; or ( b ) any title or description which resembles a title or description referred to in paragraph ( a ). [34/2012] (4) Any person who contravenes subsection (1) or (3) 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. [34/2012] (5) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction. [34/2012] (6) Without affecting section 337(1), the Authority may, by regulations made under section 81Q, 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] (7) 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 47. [34/2012] (8) It is not necessary to publish any exemption granted under subsection (7) in the Gazette . [34/2012] (9) The Authority may, at any time, by written notice — ( a ) add to the conditions and restrictions referred to in subsection (7); or ( b ) vary or revoke any condition or restriction referred to in that subsection. [34/2012] (10) Every corporation that is granted an exemption under subsection (6) must satisfy every condition or restriction imposed on it under that subsection. [34/2012] (11) Every corporation that is granted an exemption under subsection (7) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection or subsection (9). [34/2012] (12) Any corporation which contravenes subsection (10) or (11) 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]


document_id: sfa-2001
provision_ref: s50
chapter: PART 3 - CLEARING FACILITIES
section: 50
title: Application for approval or recognition
content:
50. —(1) A Singapore corporation may apply to the Authority to be — ( a ) approved as an approved clearing house; or ( b ) recognised as a recognised clearing house. [34/2012] (2) A foreign corporation may apply to the Authority to be recognised as a recognised clearing house. [34/2012] (3) An application under subsection (1) or (2) 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. [34/2012] (4) The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application. [34/2012]


document_id: sfa-2001
provision_ref: s51
chapter: PART 3 - CLEARING FACILITIES
section: 51
title: Power of Authority to approve or recognise clearing house
content:
51. —(1) Where a Singapore corporation has made an application under section 50(1), the Authority may — ( a ) in the case of an application to be approved as an approved clearing house, approve the Singapore corporation as an approved clearing house; or ( b ) in the case of an application to be recognised as a recognised clearing house, recognise the Singapore corporation as a recognised clearing house. [34/2012] (2) Where a foreign corporation has made an application under section 50(2), the Authority may recognise the corporation as a recognised clearing house. [34/2012] (3) Despite subsection (1), the Authority may, with the consent of the applicant — ( a ) treat an application under section 50(1)( a ) as an application under section 50(1)( b ), if the Authority is of the opinion that the applicant would be more appropriately regulated as a recognised clearing house; or ( b ) treat an application under section 50(1)( b ) as an application under section 50(1)( a ), if the Authority is of the opinion that the applicant would be more appropriately regulated as an approved clearing house. [34/2012] (4) The Authority may approve a Singapore corporation as an approved clearing house under subsection (1)( a ), recognise a Singapore corporation as a recognised clearing house under subsection (1)( b ) or recognise a foreign corporation as a recognised clearing house under subsection (2), subject to such conditions or restrictions as the Authority thinks fit to impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to — ( a ) the activities that the corporation may undertake; ( b ) the products that may be cleared or settled by any clearing facility established or operated by the corporation; and ( c ) the nature of the investors or participants who may use or have an interest in any clearing facility established or operated by the corporation. [34/2012] (5) The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose such further condition or restriction as the Authority may think fit. [34/2012] (6) An approved clearing house or a recognised clearing house must, for the duration of the approval or recognition, satisfy every condition or restriction that may be imposed on it under subsection (4) or (5). [34/2012] (7) The Authority must not approve an applicant as an approved clearing house, or recognise an applicant as a recognised clearing house, unless the applicant meets such requirements, including minimum financial requirements, as the Authority may prescribe, either generally or specifically. [34/2012] (8) The Authority may refuse to approve a Singapore corporation as an approved clearing house, or recognise a Singapore corporation or foreign corporation as a recognised clearing house, if — ( a ) the corporation has not provided the Authority with such information as the Authority may require, relating to — (i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business; or (ii) any circumstances likely to affect the corporation’s manner of conducting business; ( b ) any information or document provided by the corporation to the Authority is false or misleading; ( c ) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( d ) an enforcement order against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( e ) a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; ( f ) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation; ( g ) the corporation, a substantial shareholder of the corporation or any officer of the corporation — (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act committed before, on or after 1 August 2013; ( h ) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any clearing facility; ( i ) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; ( j ) the Authority has reason to believe that the corporation may not be able to act in the best interests of investors or its members, participants or customers, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders; ( k ) the Authority is not satisfied as to — (i) the financial standing of the corporation or any of its substantial shareholders; or (ii) the manner in which the business of the corporation is to be conducted; ( l ) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business which the corporation may carry on in connection with the establishment or operation of any clearing facility; ( m ) there are other circumstances which are likely to — (i) lead to the improper conduct of business by the corporation or any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business of the corporation or any of its substantial shareholders; ( n ) in the case of any clearing facility that the corporation operates, the Authority has reason to believe that the corporation, or any of its officers or employees, will not operate a safe and efficient clearing facility; ( o ) the corporation does not satisfy the criteria prescribed under section 52 to be approved as an approved clearing house or recognised as a recognised clearing house, as the case may be; or ( p ) the Authority is of the opinion that it would be contrary to the interests of the public to approve or recognise the corporation. [34/2012] (9) Subject to subsection (10), the Authority must not refuse to approve a Singapore corporation as an approved clearing house, or recognise a Singapore corporation or foreign corporation as a recognised clearing house, under subsection (8) without giving the corporation an opportunity to be heard. [34/2012] (10) The Authority may refuse to approve a Singapore corporation as an approved clearing house, or recognise a Singapore corporation or foreign corporation as a recognised clearing house, 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 a person in an equivalent capacity 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 committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly. [34/2012] (11) The Authority must give notice in the Gazette of any corporation approved as an approved clearing house under subsection (1)( a ) or recognised as a recognised clearing house under subsection (1)( b ) or (2), and such notice may include all or any of the conditions and restrictions imposed by the Authority on the corporation under subsections (4) and (5). [34/2012] (12) Any applicant which is aggrieved by a refusal of the Authority to grant to the applicant an approval under subsection (1)( a ) or a refusal of the Authority to recognise the applicant under subsection (1)( b ) or (2) may, within 30 days after the applicant is notified of the refusal, appeal to the Minister, whose decision is final. [34/2012] (13) Any approved clearing house or recognised clearing house which contravenes 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. [34/2012]


document_id: sfa-2001
provision_ref: s52
chapter: PART 3 - CLEARING FACILITIES
section: 52
title: General criteria to be taken into account by Authority
content:
52. —(1) The Authority may prescribe the criteria which it may take into account for the purposes of deciding — ( a ) whether a Singapore corporation referred to in section 50(1) or 54(1) should be approved as an approved clearing house or recognised as a recognised clearing house; ( b ) whether a foreign corporation referred to in section 50(2) should be recognised as a recognised clearing house; and ( c ) whether an approved clearing house or a recognised clearing house that is subject to a review by the Authority under section 54(4) should be approved as an approved clearing house or recognised as a recognised clearing house. [34/2012] (2) Without affecting section 51 and subsection (1), the Authority may, for the purposes of deciding whether to recognise a foreign corporation as a recognised clearing house under section 51(2), have regard, in addition to any requirements prescribed under section 51(7) and any criteria prescribed under subsection (1), to — ( a ) whether adequate arrangements exist for co‑operation between the Authority and the primary financial services regulatory authority responsible for the supervision of the foreign corporation in the country or territory in which the head office or principal place of business of the foreign corporation is situated; and ( b ) whether the foreign corporation is, in the country or territory in which the head office or principal place of business of the foreign corporation is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 47 are achieved, to the requirements and supervision to which approved clearing houses and recognised clearing houses are subject under this Act. [34/2012] (3) In considering whether a foreign corporation has met the requirements mentioned in subsection (2)( b ), the Authority may have regard to — ( a ) the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign corporation is situated; and ( b ) the rules and practices of the foreign corporation. [34/2012]


document_id: sfa-2001
provision_ref: s53
chapter: PART 3 - CLEARING FACILITIES
section: 53
title: Annual fees payable by approved clearing house or recognised clearing house
content:
53. —(1) Every approved clearing house and every recognised clearing house must pay to the Authority such annual fees as may be prescribed in such manner as the Authority may specify. [34/2012] (2) The Authority may, where it considers appropriate, refund or remit the whole or any part of any annual fee paid or payable to it. [34/2012]


document_id: sfa-2001
provision_ref: s54
chapter: PART 3 - CLEARING FACILITIES
section: 54
title: Change in status
content:
54. —(1) A Singapore corporation which is an approved clearing house or a recognised clearing house may apply to the Authority to change its status in the manner referred to in subsection (5). [34/2012] (2) An application 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. [34/2012] (3) The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application. [34/2012] (4) The Authority may, on its own initiative, review the status of a Singapore corporation that is an approved clearing house or a recognised clearing house in accordance with the requirements prescribed under section 51(7) and the criteria prescribed under section 52(1). [34/2012] (5) Where an application is made by a Singapore corporation under subsection (1), or where a review of the status of a Singapore corporation is conducted by the Authority under subsection (4), the Authority may — ( a ) if the corporation is an approved clearing house, withdraw the approval as such and recognise the corporation as a recognised clearing house under section 51(1)( b ); ( b ) if the corporation is a recognised clearing house, withdraw the recognition as such and approve the corporation as an approved clearing house under section 51(1)( a ); or ( c ) make no change to the status of the corporation as an approved clearing house or a recognised clearing house. [34/2012] (6) Where an application is made under subsection (1), the Authority must not exercise its power under subsection (5)( c ) without giving the Singapore corporation an opportunity to be heard. [34/2012] (7) Where a review of the status of a Singapore corporation is conducted by the Authority on its own initiative under subsection (4), the Authority must not exercise its powers under subsection (5)( a ) or ( b ) without giving the corporation an opportunity to be heard. [34/2012] (8) Any Singapore corporation which is aggrieved by a decision of the Authority made in relation to the corporation after a review under subsection (4) may, within 30 days after the corporation is notified of the decision, appeal to the Minister, whose decision is final. [34/2012]


document_id: sfa-2001
provision_ref: s55
chapter: PART 3 - CLEARING FACILITIES
section: 55
title: Cancellation of approval or recognition
content:
55. —(1) An approved clearing house or a recognised clearing house which intends to cease operating its clearing facility or, where it operates more than one clearing facility, all of its clearing facilities, may apply to the Authority to cancel its approval as an approved clearing house or recognition as a recognised clearing house, as the case may be. [34/2012] (2) An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may prescribe. [34/2012] (3) The Authority may cancel the approval of an approved clearing house, or the recognition of a recognised clearing house, on such application if the Authority is satisfied that — ( a ) the approved clearing house or recognised clearing house has ceased operating its clearing facility or all of its clearing facilities, as the case may be; and ( b ) the cancellation of the approval or recognition (as the case may be) will not detract from the objectives specified in section 47. [34/2012]


document_id: sfa-2001
provision_ref: s56
chapter: PART 3 - CLEARING FACILITIES
section: 56
title: Power of Authority to revoke approval and recognition
content:
56. —(1) The Authority may revoke any approval of a Singapore corporation as an approved clearing house under section 51(1)( a ), any recognition of a Singapore corporation as a recognised clearing house under section 51(1)( b ) or any recognition of a foreign corporation as a recognised clearing house under section 51(2), if — ( a ) there exists at any time a ground under section 51(7) or (8) on which the Authority may refuse an application; ( b ) the corporation does not commence operating its clearing facility, or, where it operates more than one clearing facility, all of its clearing facilities, within 12 months starting on the date on which it was granted the approval under section 51(1)( a ) or was recognised under section 51(1)( b ) or (2), as the case may be; ( c ) the corporation ceases to operate its clearing facility or, where it operates more than one clearing facility, all of its clearing facilities; ( d ) the corporation contravenes — (i) any condition or restriction applicable in respect of its approval or recognition, as the case may be; (ii) any direction issued to it by the Authority under this Act; or (iii) any provision in this Act; ( da ) upon the Authority exercising any power under section 81SAA(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 or recognition, as the case may be; [Act 18 of 2022 wef 10/05/2024] ( e ) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or ( f ) any information or document provided by the corporation to the Authority is false or misleading. [34/2012; 10/2013; 4/2017; 31/2017] (2) Subject to subsection (3), the Authority must not revoke under subsection (1) any approval under section 51(1)( a ) or recognition under section 51(1)( b ) or (2) that was granted to a corporation without giving the corporation an opportunity to be heard. [34/2012] (3) The Authority may revoke an approval under section 51(1)( a ), or a recognition under section 51(1)( b ) or (2), that was granted to 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 a person in an equivalent capacity 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 committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly. [34/2012] (4) For the purposes of subsection (1)( c ), a corporation is deemed to have ceased to operate its clearing facility if — ( a ) it has ceased to operate the clearing facility for more than 30 days, unless it has obtained the prior approval of the Authority to do so; or ( b ) it has ceased to operate the clearing facility under a direction issued by the Authority under section 81R. [34/2012] (5) 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. [34/2012] (6) Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [34/2012] (7) The Minister may, when deciding an appeal under subsection (5), make such modification as he or she considers necessary to any action taken by the Authority under this section, and the modified action has effect from the date of the decision of the Minister. [34/2012] (8) Any revocation under subsection (1) or (3) of the approval or recognition of a corporation under section 51(1) or (2) does not operate so as to — ( a ) avoid or affect any agreement, transaction or arrangement entered into in connection with the use of a clearing facility operated by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the approval or recognition; or ( b ) affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [34/2012] (9) The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of any approval or recognition of a corporation under section 51(1) or (2). [34/2012] Division 2 &#x2014; Regulation of Approved Clearing Houses Subdivision (1) &#x2014; Obligations of approved clearing houses


document_id: sfa-2001
provision_ref: s57
chapter: PART 3 - CLEARING FACILITIES
section: 57
title: General obligations
content:
57. —(1) An approved clearing house — ( a ) must operate a safe and efficient clearing facility; ( b ) must manage any risks associated with its business and operations prudently; ( c ) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public; ( d ) must ensure that access for participation in its clearing facility is subject to criteria that are fair and objective, and that are designed to ensure the safe and efficient functioning of its facility and to protect the interests of the investing public; ( e ) must maintain business rules that make satisfactory provision for — (i) the clearing facility to be operated in a safe and efficient manner; and (ii) the proper regulation and supervision of its members; ( f ) must enforce compliance by its members with its business rules; ( g ) must have sufficient financial, human and system resources — (i) to operate a safe and efficient clearing facility; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; ( h ) must maintain governance arrangements that are adequate for the clearing facility to be operated in a safe and efficient manner; and ( i ) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [34/2012] (2) The obligations imposed on an approved clearing house under this Act apply to all facilities for clearing or settlement operated by the approved clearing house. [34/2012] (3) Despite subsection (2), the Authority may by written notice exempt any clearing facility operated by an approved clearing house from all or any of the provisions of this Act, if the Authority is satisfied that such exemption would not detract from the objectives specified in section 47. [34/2012] (4) It is not necessary to publish any exemption granted under subsection (3) in the Gazette . [34/2012] (5) In subsection (1)( g ), “contingencies or disasters” includes technical disruptions occurring within automated systems. [34/2012]


document_id: sfa-2001
provision_ref: s58
chapter: PART 3 - CLEARING FACILITIES
section: 58
title: Obligation to notify Authority of certain matters
content:
58. —(1) An approved clearing house must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance: ( a ) any material change to the information provided by the approved clearing house in its application under section 50(1) or 54(1); ( b ) the carrying on of any business (called in this section a proscribed business) by the approved clearing house other than such business or such class of businesses prescribed by regulations made under section 81Q; ( c ) the acquisition by the approved clearing house of a substantial shareholding in any corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 81Q; ( d ) the approved clearing house becoming aware of any financial irregularity or other matter which in its opinion — (i) may affect its ability to discharge its financial obligations; or (ii) may affect the ability of a member of the approved clearing house to meet its financial obligations to the approved clearing house; ( e ) the approved clearing house reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a member of the approved clearing house; ( f ) any other matter that the Authority may — (i) prescribe by regulations made under section 81Q for the purposes of this paragraph; or (ii) specify by written notice to the approved clearing house in any particular case. [34/2012; 4/2017] (2) Without limiting section 81R(1), the Authority may, at any time after receiving a notice referred to in subsection (1), issue directions to the approved clearing house — ( a ) where the notice relates to a matter referred to in subsection (1)( b ) — (i) to cease carrying on the proscribed business; or (ii) to carry on the proscribed business 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 81R(1); or ( b ) where the notice relates to a matter referred to in subsection (1)( c ) — (i) to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as the Authority considers appropriate; or (ii) to exercise its rights relating to such shareholding, or to not exercise such rights, 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 81R(1). [34/2012] (3) An approved clearing house must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law. [34/2012] (4) An approved clearing house must notify the Authority of any matter that the Authority may prescribe by regulations made under section 81Q for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations. [34/2012] (5) An approved clearing house must notify the Authority of any matter that the Authority may specify by written notice to the approved clearing house, no later than such time as the Authority may specify in that notice. [34/2012; 4/2017]


document_id: sfa-2001
provision_ref: s59
chapter: PART 3 - CLEARING FACILITIES
section: 59
title: Obligation to manage risks prudently, etc.
content:
59. Without limiting section 57(1)( b ), an approved clearing house must ensure that the systems and controls concerning the assessment and management of risks of the clearing facility that the approved clearing house operates are adequate and appropriate for the scale and nature of its operations. [4/2017]


document_id: sfa-2001
provision_ref: s60
chapter: PART 3 - CLEARING FACILITIES
section: 60
title: Obligation in relation to customers’ money and assets held by approved clearing house
content:
60. —(1) Without affecting sections 81Q and 341, the Authority may make regulations — ( a ) relating to how any money or assets deposited with or paid to an approved clearing house by its members, for or in relation to any contracts of the customers of those members, are to be held by the approved clearing house and, in particular, requiring any such money or assets to be deposited in trust accounts or custody accounts; ( b ) relating to the circumstances under which, and the purposes for which, the money or assets referred to in paragraph ( a ) may be used by the approved clearing house; ( c ) relating to how the approved clearing house may invest the money or assets referred to in paragraph ( a ); and ( d ) for any other purpose relating to the handling of the money and assets referred to in paragraph ( a ). [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 a penalty not exceeding a fine of $200,000 and, in the case of a continuing offence, for a further penalty not exceeding $20,000 for every day or part of a day during which the offence continues after conviction. [34/2012]


document_id: sfa-2001
provision_ref: s61
chapter: PART 3 - CLEARING FACILITIES
section: 61
title: Obligation to maintain proper records
content:
61. —(1) An approved clearing house must maintain a record of all transactions effected through its clearing facility. [34/2012] (2) The Authority may prescribe by regulations made under section 81Q — ( a ) the form and manner in which the record referred to in subsection (1) must be maintained; ( b ) the extent to which the record includes details of each transaction; and ( c ) the period of time that the record is to be maintained. [34/2012]


document_id: sfa-2001
provision_ref: s62
chapter: PART 3 - CLEARING FACILITIES
section: 62
title: Obligation to submit periodic reports
content:
62. An approved clearing house must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe. [34/2012]


document_id: sfa-2001
provision_ref: s63
chapter: PART 3 - CLEARING FACILITIES
section: 63
title: Obligation to assist Authority
content:
63. An approved clearing house must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including — ( a ) the furnishing of such returns as the Authority may require for the proper administration of this Act; and ( b ) the provision of — (i) such books and information as the Authority may require for the proper administration of this Act, being books and information — (A) relating to the business of the approved clearing house; or (B) in respect of any transaction or class of transactions cleared or settled by the approved clearing house; and (ii) such other information as the Authority may require for the proper administration of this Act. [34/2012]


document_id: sfa-2001
provision_ref: s64
chapter: PART 3 - CLEARING FACILITIES
section: 64
title: Obligation to maintain confidentiality
content:
64. —(1) Subject to subsection (2), an approved clearing house and its officers and employees must maintain, and aid in maintaining, confidentiality of all user information that — ( a ) comes to the knowledge of the approved clearing house or any of its officers or employees; or ( b ) is in the possession of the approved clearing house or any of its officers or employees. [34/2012] (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. [34/2012] (3) To avoid doubt, nothing in this section is to be construed as preventing an approved clearing house from entering into a written agreement with a user which obliges the approved clearing house to maintain a higher degree of confidentiality than that specified in this section. [34/2012]


document_id: sfa-2001
provision_ref: s65
chapter: PART 3 - CLEARING FACILITIES
section: 65
title: Penalties under this Subdivision
content:
65. Any approved clearing house which contravenes section 57(1), 58(1) or (3), 59, 61(1), 62, 63 or 64(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. [34/2012; 4/2017] Subdivision (2) &#x2014; Rules of approved clearing houses


document_id: sfa-2001
provision_ref: s66
chapter: PART 3 - CLEARING FACILITIES
section: 66
title: Business rules of approved clearing houses
content:
66. —(1) Without limiting sections 57 and 81Q — ( a ) the Authority may prescribe the matters that an approved clearing house must provide for in the business rules of the approved clearing house; and ( b ) the approved clearing house must provide for those matters in its business rules. [34/2012] (2) An approved clearing house must not make any amendment to its business rules unless it complies with such requirements as the Authority may prescribe. [34/2012] (3) In this Subdivision, any reference to an amendment to a business rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule, whether the change is made by an alteration to the text of the business rule or by any other notice issued by or on behalf of the approved clearing house. [34/2012] (4) Any approved clearing house which contravenes subsection (1) or (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. [34/2012]


document_id: sfa-2001
provision_ref: s67
chapter: PART 3 - CLEARING FACILITIES
section: 67
title: Business rules of approved clearing houses have effect as contract
content:
67. —(1) The business rules of an approved clearing house are treated as, and are to operate as, a binding contract — ( a ) between the approved clearing house and each issuer; ( b ) between the approved clearing house and each participant; ( c ) between each issuer and each participant; and ( d ) between each participant and every other participant. [4/2017] (2) The approved clearing house, each issuer and each participant are treated as having agreed to observe, and to perform the obligations under, the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the approved clearing house, issuer or participant, as the case may be. [4/2017] (3) In this section, “issuer” means a person who issued or made available, or proposes to issue or make available, securities, securities‑based derivatives contracts or units in a collective investment scheme that are cleared or settled by the approved clearing house. [4/2017]


document_id: sfa-2001
provision_ref: s68
chapter: PART 3 - CLEARING FACILITIES
section: 68
title: Power of court to order observance or enforcement of business rules
content:
68. —(1) Where any person who is under an obligation to comply with, observe, enforce or give effect to the business rules of an approved clearing house fails to do so, the General Division of the High Court may, on the application of the Authority, the approved clearing house or a person aggrieved by the failure, and after giving the firstmentioned person an opportunity to be heard, make an order directing the firstmentioned person to comply with, observe, enforce or give effect to those business rules. [34/2012; 40/2019] (2) In this section, “person” includes an approved clearing house. [34/2012] (3) This section is in addition to, and not in derogation of, any other remedy available to the aggrieved person referred to in subsection (1). [34/2012]


document_id: sfa-2001
provision_ref: s69
chapter: PART 3 - CLEARING FACILITIES
section: 69
title: Non‑compliance with business rules not to substantially affect rights of person
content:
69. Any failure by an approved clearing house to comply with this Act or its business rules in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules, so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules. [34/2012] Subdivision (3) &#x2014; Matters requiring approval of Authority


document_id: sfa-2001
provision_ref: s70
chapter: PART 3 - CLEARING FACILITIES
section: 70
title: Control of substantial shareholding in approved clearing house
content:
70. —(1) A person must not enter into any agreement to acquire shares in an approved clearing house, being an agreement by virtue of which the person would, if the agreement had been carried out, become a substantial shareholder of the approved clearing house, without first obtaining the approval of the Authority to enter into the agreement. [34/2012] (2) A person must not become either of the following without first obtaining the approval of the Authority: ( a ) a 12% controller of an approved clearing house; ( b ) a 20% controller of an approved clearing house. [34/2012] (3) In subsection (2) — “12% controller”, in relation to an approved clearing house, 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 clearing house; or ( b ) is in a position to control not less than 12% of the votes in the approved clearing house; “20% controller”, in relation to an approved clearing house, means a person who, alone or together with the person’s associates — ( a ) holds not less than 20% of the shares in the approved clearing house; or ( b ) is in a position to control not less than 20% of the votes in the approved clearing house. [34/2012] (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 clearing house 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 clearing house; 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 , whether 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 clearing house. [34/2012; 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 may think fit. [34/2012] (6) Without affecting subsection (13), 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 clearing house in which a substantial shareholder, 12% controller or 20% controller of the approved clearing house has an interest. [34/2012] (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 clearing house — ( a ) no voting rights are exercisable in respect of the shares which are the subject of the direction; ( b ) the approved clearing house 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 clearing house, the approved clearing house 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. [34/2012] (8) Any issue of shares by an approved clearing house 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 clearing house, upon which the approved clearing house must return to the person any payment received from the person in respect of those shares. [34/2012] (9) Any payment made by an approved clearing house 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 that the person has received to the approved clearing house. [34/2012] (10) Without affecting sections 81SB(1) and 337(1), the Authority may, by regulations made under section 81Q, exempt all or any of the following from subsection (1) or (2), subject to such conditions or restrictions as the Authority may prescribe in those regulations: ( a ) any person or class of persons; ( b ) any class or description of shares or interests in shares. [34/2012] (11) Without affecting sections 81SB(2) and 337(3) and (4), the Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1) or (2), subject to such conditions or restrictions as the Authority may specify by written notice. [34/2012] (12) It is not necessary to publish any exemption granted under subsection (11) in the Gazette . [34/2012] (13) 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. [34/2012] (14) 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. [34/2012]


document_id: sfa-2001
provision_ref: s71
chapter: PART 3 - CLEARING FACILITIES
section: 71
title: Approval of chairperson, chief executive officer, director and key persons
content:
71. —(1) An approved clearing house must not appoint a person as its chairperson, chief executive officer or director unless the approved clearing house has obtained the approval of the Authority. [34/2012] (2) The Authority may, by written notice, require an approved clearing house to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the approved clearing house, and the approved clearing house must comply with the notice. [34/2012] (3) An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify. [34/2012] [Act 12 of 2024 wef 30/08/2024] (4) Without limiting section 81Q and to any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as may be prescribed by regulations made under section 81Q or notified by the Authority to the approved clearing house in writing. [34/2012] [Act 12 of 2024 wef 30/08/2024] (5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the approved clearing house an opportunity to be heard. [34/2012] (6) The Authority may refuse an application for approval on any of the following grounds without giving the approved clearing house 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 committed before, on or after 1 August 2013 — (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. [34/2012] (7) 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. [34/2012] (8) An approved clearing house must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director or of any person referred to in any notice issued by the Authority to the approved clearing house under subsection (2). [34/2012] (9) The Authority may make regulations under section 81Q relating to the composition and duties of the board of directors or any committee of an approved clearing house. [34/2012] (10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of an approved clearing house, and any body responsible for disciplinary action against a member of an approved clearing house. [34/2012] (11) Without affecting sections 81SB(1) and 337(1), the Authority may, by regulations made under section 81Q, exempt any approved clearing house or class of approved clearing houses from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations. [34/2012] (12) Without affecting sections 81SB(2) and 337(3) and (4), the Authority may, by written notice, exempt any approved clearing house from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice. [34/2012] (13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette . [34/2012] (14) Any approved clearing house which contravenes subsection (1), (2) or (8) 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. [34/2012; 4/2017]


document_id: sfa-2001
provision_ref: s72
chapter: PART 3 - CLEARING FACILITIES
section: 72
title: Listing of approved clearing houses on organised market
content:
72. —(1) The securities or securities‑based derivatives contracts of an approved clearing house must not be listed for quotation on an organised market that is operated by any of its related corporations, unless the approved clearing house 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 clearing house. [4/2017] (2) Where the securities or securities‑based derivatives contracts of an approved clearing house 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 clearing house to, or the removal of the approved clearing house 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 clearing house to be, or the stopping or suspending of the securities or securities‑based derivatives contracts (as the case may be) of the approved clearing house 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 for quotation or trading of the securities or securities‑based derivatives contracts of the approved clearing house; or ( b ) waive the application of any listing rule of the organised market to the approved clearing house. [4/2017] (4) Any approved clearing house 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. [34/2012]


document_id: sfa-2001
provision_ref: s73
chapter: PART 3 - CLEARING FACILITIES
section: 73
title: Auditors of approved clearing houses — appointment and duties
content:
73. —(1) Despite any other provision of this Act or any other written law, every approved clearing house 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 clearing house, 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 clearing house 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 clearing house — ( a ) if the approved clearing house fails to appoint an auditor in accordance with subsection (1); or ( b ) if the Authority considers it desirable that another auditor should act with an auditor for the approved clearing house appointed under subsection (1), and may at any time fix the remuneration to be paid by the approved clearing house 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 clearing house; and ( b ) to make a report in respect of the latest financial statements of the approved clearing house or, where the approved clearing house 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 clearing house; ( 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 clearing house 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 clearing house, at any time — ( a ) direct the approved clearing house to remove the auditor; and ( b ) direct the approved clearing house to appoint another auditor approved by the Authority, as soon as practicable after the removal, and the approved clearing house 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 clearing house 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 clearing house 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]


document_id: sfa-2001
provision_ref: s73A
chapter: PART 3 - CLEARING FACILITIES
section: 73A
title: Auditors of approved clearing houses to report certain matters and irregularities to Authority
content:
73A. —(1) If an auditor of an approved clearing house, in the course of performing the auditor’s duties mentioned in section 73(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 clearing house 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 clearing house, including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors. (2) An auditor of an approved clearing house 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 clearing house may have, apart from this section, as a defendant in an action for defamation. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s73B
chapter: PART 3 - CLEARING FACILITIES
section: 73B
title: Power of Authority to appoint auditor to examine and audit books of approved clearing house
content:
73B. —(1) Where — ( a ) an approved clearing house is required under section 62 to submit to the Authority an auditor’s report but fails to do so; or ( b ) the Authority receives a report under section 73A(1), the Authority may, without affecting its powers under section 73, if it is satisfied that it is in the interests of the approved clearing house, the participants of the approved clearing house 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 clearing house. (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 clearing house, the Authority may, in writing, direct the approved clearing house 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 clearing house 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]


document_id: sfa-2001
provision_ref: s73C
chapter: PART 3 - CLEARING FACILITIES
section: 73C
title: Restriction on auditor’s and employee’s right to communicate certain matters
content:
73C. 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 73(5) or who is appointed under section 73B, 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] Subdivision (4) &#x2014; Immunity


document_id: sfa-2001
provision_ref: s74
chapter: PART 3 - CLEARING FACILITIES
section: 74
title: Immunity from criminal or civil liability
content:
74. —(1) No criminal or civil liability shall be incurred by an approved clearing house, or by any person specified in subsection (2), for any thing 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, the discharge or purported discharge of the obligations of the approved clearing house under this Act or under the business rules of the approved clearing house (including the default rules of the approved clearing house). [34/2012] (2) For the purposes of subsection (1), the specified person is any person acting on behalf of the approved clearing house, including — ( a ) any director of the approved clearing house; or ( b ) any member of any committee established by the approved clearing house. [34/2012] Division 3 &#x2014; Regulation of Recognised Clearing Houses


document_id: sfa-2001
provision_ref: s75
chapter: PART 3 - CLEARING FACILITIES
section: 75
title: General obligations
content:
75. —(1) A recognised clearing house — ( a ) must operate a safe and efficient clearing facility; ( b ) must manage any risks associated with its business and operations prudently; ( c ) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public; ( d ) must ensure that access for participation in its clearing facility is subject to criteria that are fair and objective, and that are designed to ensure the safe and efficient functioning of its facility and to protect the interests of the investing public; ( e ) must maintain business rules that make satisfactory provision for — (i) the clearing facility to be operated in a safe and efficient manner; and (ii) the proper regulation and supervision of its members; ( f ) must enforce compliance by its members with its business rules; ( g ) must have sufficient financial, human and system resources — (i) to operate a safe and efficient clearing facility; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; ( h ) must maintain governance arrangements that are adequate for the clearing facility to be operated in a safe and efficient manner; and ( i ) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [34/2012] (2) The obligations imposed on a recognised clearing house under this Act apply to all facilities for clearing or settlement operated by the recognised clearing house. [34/2012] (3) Despite subsection (2), the Authority may by written notice exempt any clearing facility operated by a recognised clearing house from all or any of the provisions of this Act, if the Authority is satisfied that such exemption would not detract from the objectives specified in section 47. [34/2012] (4) It is not necessary to publish any exemption granted under subsection (3) in the Gazette . [34/2012] (5) In subsection (1)( g ), “contingencies or disasters” includes technical disruptions occurring within automated systems. [34/2012]


document_id: sfa-2001
provision_ref: s76
chapter: PART 3 - CLEARING FACILITIES
section: 76
title: Obligation to notify Authority of certain matters
content:
76. —(1) A recognised clearing house must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance: ( a ) any material change to the information provided by the recognised clearing house in its application under section 50(1) or (2) or 54(1); ( b ) the recognised clearing house becoming aware of any financial irregularity or other matter which in its opinion — (i) may affect its ability to discharge its financial obligations; or (ii) may affect the ability of a member of the recognised clearing house to meet its financial obligations to the recognised clearing house; ( c ) any other matter that the Authority may — (i) prescribe by regulations made under section 81Q for the purposes of this paragraph; or (ii) specify by written notice to the recognised clearing house in any particular case. [34/2012] (2) A recognised clearing house must notify the Authority of any matter that the Authority may prescribe by regulations made under section 81Q for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations. [34/2012] (3) A recognised clearing house must notify the Authority of any matter that the Authority may specify by written notice to the recognised clearing house, no later than such time as the Authority may specify in that notice. [34/2012]


document_id: sfa-2001
provision_ref: s77
chapter: PART 3 - CLEARING FACILITIES
section: 77
title: Obligation in relation to customers’ money and assets held by recognised clearing house
content:
77. —(1) Without affecting sections 81Q and 341, the Authority may make regulations — ( a ) relating to how any money or assets deposited with or paid to a recognised clearing house by its members, for or in relation to any contracts of the customers of those members, are to be held by the recognised clearing house and, in particular, requiring any such money or assets to be deposited in trust accounts or custody accounts; ( b ) relating to the circumstances under which, and the purposes for which, the money or assets referred to in paragraph ( a ) may be used by the recognised clearing house; ( c ) relating to how the recognised clearing house may invest the money or assets referred to in paragraph ( a ); and ( d ) for any other purpose relating to the handling of the money or assets referred to in paragraph ( a ). [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 a penalty not exceeding a fine of $150,000 and, in the case of a continuing offence, for a further penalty not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [34/2012]


document_id: sfa-2001
provision_ref: s78
chapter: PART 3 - CLEARING FACILITIES
section: 78
title: Obligation to maintain proper records
content:
78. —(1) A recognised clearing house must maintain a record of all transactions effected through its clearing facility. [34/2012] (2) The Authority may prescribe by regulations made under section 81Q — ( a ) the form and manner in which the record referred to in subsection (1) must be maintained; ( b ) the extent to which the record includes details of each transaction; and ( c ) the period of time that the record is to be maintained. [34/2012]


document_id: sfa-2001
provision_ref: s79
chapter: PART 3 - CLEARING FACILITIES
section: 79
title: Obligation to submit periodic reports
content:
79. A recognised clearing house must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe. [34/2012]


document_id: sfa-2001
provision_ref: s80
chapter: PART 3 - CLEARING FACILITIES
section: 80
title: Obligation to assist Authority
content:
80. A recognised clearing house must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including — ( a ) the furnishing of such returns as the Authority may require for the proper administration of this Act; and ( b ) the provision of — (i) such books and information as the Authority may require for the proper administration of this Act, being books and information — (A) relating to the business of the recognised clearing house; or (B) in respect of any transaction or class of transactions cleared or settled by the recognised clearing house; and (ii) such other information as the Authority may require for the proper administration of this Act. [34/2012]


document_id: sfa-2001
provision_ref: s81
chapter: PART 3 - CLEARING FACILITIES
section: 81
title: Obligation to maintain confidentiality
content:
81. —(1) Subject to subsection (2), a recognised clearing house and its officers and employees must maintain, and aid in maintaining, confidentiality of all user information that — ( a ) comes to the knowledge of the recognised clearing house or any of its officers or employees; or ( b ) is in the possession of the recognised clearing house or any of its officers or employees. [34/2012] (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. [34/2012] (3) To avoid doubt, nothing in this section is to be construed as preventing a recognised clearing house from entering into a written agreement with a user which obliges the recognised clearing house to maintain a higher degree of confidentiality than that specified in this section. [34/2012]


document_id: sfa-2001
provision_ref: s81AA
chapter: PART 3 - CLEARING FACILITIES
section: 81AA
title: Control of shareholding in Singapore recognised clearing house
content:
81AA. —(1) A person must not become a 20% controller of a Singapore recognised clearing house without first obtaining the approval of the Authority. (2) In this section and section 81AB, “20% controller”, in relation to a Singapore recognised clearing house, means a person who, alone or together with the person’s associates — ( a ) holds not less than 20% of the shares in the Singapore recognised clearing house; or ( b ) is in a position to control not less than 20% of the votes in the Singapore recognised clearing house. (3) 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 a Singapore recognised clearing house is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the Singapore recognised clearing house; 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, step-son or step-daughter or a brother or sister of B ; (ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B ; (iii) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B ; (iv) A is a subsidiary of B ; (v) A is a body corporate in which B , whether alone or together with other associates of B as described in sub-paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A ; or (vi) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the Singapore recognised clearing house. (4) The Authority may grant its approval mentioned in subsection (1) subject to such conditions or restrictions as the Authority may impose. (5) Without affecting subsection (12), the Authority may, for the purposes of securing compliance with subsection (1) or any condition or restriction imposed under subsection (4), by written notice, direct the transfer or disposal of all or any of the shares of a Singapore recognised clearing house in which a 20% controller of the Singapore recognised clearing house has an interest. (6) Until a person to whom a direction has been issued under subsection (5) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the Singapore recognised clearing house — ( a ) no voting rights are exercisable in respect of the shares that are the subject of the direction; ( b ) the Singapore recognised clearing house must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and ( c ) except in a liquidation of the Singapore recognised clearing house, the Singapore recognised clearing house must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction. (7) Any issue of shares by a Singapore recognised clearing house in contravention of subsection (6)( b ) is void, and a person to whom a direction has been issued under subsection (5) must immediately return those shares to the Singapore recognised clearing house, upon which the Singapore recognised clearing house must return to the person any payment received from the person in respect of those shares. (8) Any payment made by a Singapore recognised clearing house in contravention of subsection (6)( c ) is void, and a person to whom a direction has been issued under subsection (5) must immediately return the payment the person has received to the Singapore recognised clearing house. (9) The Authority may, by regulations made under section 81Q, exempt — ( a ) any person or class of persons; or ( b ) any class or description of shares or interests in shares, from the requirement under subsection (1), subject to such conditions or restrictions as may be prescribed in those regulations. (10) The Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice. (11) It is not necessary to publish any exemption granted under subsection (10) in the Gazette . (12) Any person who contravenes subsection (1), or any condition or restriction imposed by the Authority under subsection (4), 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. (13) Any person who contravenes subsection (6)( b ) or ( c ), (7) or (8) or any direction issued by the Authority under subsection (5) 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]


document_id: sfa-2001
provision_ref: s81AB
chapter: PART 3 - CLEARING FACILITIES
section: 81AB
title: Objection to control of Singapore recognised clearing house
content:
81AB. —(1) The Authority may serve a written notice of objection on — ( a ) any person required to obtain the Authority’s approval or who has obtained the approval under section 81AA; or ( b ) any person who, whether before, on or after the date of commencement of section 47 of the Financial Institutions (Miscellaneous Amendments) Act 2024, is a 20% controller of a Singapore recognised clearing house, if the Authority is satisfied that — ( c ) any condition of approval imposed on the person under section 81AA(4) has not been complied with; ( d ) the person is not or ceases to be a fit and proper person to be a 20% controller of the Singapore recognised clearing house; ( e ) having regard to the likely influence of the person, the Singapore recognised clearing house is not able to or is no longer likely to conduct its business prudently or to comply with the provisions of this Act or any direction made thereunder; ( f ) the person does not or ceases to satisfy such criteria as may be prescribed; ( g ) the person has provided false or misleading information or documents in connection with an application under section 81AA; or ( h ) the Authority would not have granted its approval under section 81AA had it been aware, at that time, of circumstances relevant to the person’s application for such approval. (2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances: ( a ) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; ( c ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; ( d ) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. (3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must — ( a ) take such steps as are necessary to ensure that the person ceases to be a 20% controller of a Singapore recognised clearing house; or ( b ) comply with such other requirements as the Authority may specify. (4) Any person served with a notice of objection under this section must comply with the notice. (5) Any person who contravenes subsection (4) shall be guilty of an offence and 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. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s81AC
chapter: PART 3 - CLEARING FACILITIES
section: 81AC
title:
Chairperson, chief executive officer, director and key persons, etc., of Singapore recognised clearing house

content:
81AC. —(1) A Singapore recognised clearing house must not appoint a person as its chairperson, chief executive officer or director unless the Singapore recognised clearing house has obtained the approval of the Authority. (2) The Authority may, by written notice, require a Singapore recognised clearing house to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the Singapore recognised clearing house, and the Singapore recognised clearing house must comply with the notice. (3) An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify. (4) The Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe by regulations made under section 81Q or notify the Singapore recognised clearing house in writing, or to any other matter that the Authority may consider relevant. (5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the Singapore recognised clearing house an opportunity to be heard. (6) The Authority may refuse an application for approval on any of the following grounds without giving the Singapore recognised clearing house 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, committed before, on or after the date of commencement of section 47 of the Financial Institutions (Miscellaneous Amendments) Act 2024 — (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. (7) 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. (8) A Singapore recognised clearing house must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director, or of any person mentioned in any notice issued by the Authority to the Singapore recognised clearing house under subsection (2). (9) The Authority may make regulations under section 81Q relating to the composition and duties of the board of directors or any committee of a Singapore recognised clearing house. (10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of a Singapore recognised clearing house, or any body responsible for disciplinary action against a member of a Singapore recognised clearing house. (11) The Authority may, by regulations made under section 81Q, exempt any Singapore recognised clearing house or class of Singapore recognised clearing houses from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations. (12) The Authority may, by written notice, exempt any Singapore recognised clearing house from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice. (13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette . (14) Any Singapore recognised clearing house which contravenes subsection (1), (2) 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. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s81A
chapter: PART 3 - CLEARING FACILITIES
section: 81A
title: Penalties under this Division
content:
81A. Any recognised clearing house which contravenes section 75(1), 76, 78(1), 79, 80 or 81(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. [34/2012] Division 4 &#x2014; Insolvency


document_id: sfa-2001
provision_ref: s81B
chapter: PART 3 - CLEARING FACILITIES
section: 81B
title: Application of this Division
content:
81B. This Division applies to such transaction or class of transactions cleared or settled by any approved clearing house or recognised clearing house, or by any class of approved clearing houses or recognised clearing houses, and to such extent, as the Authority may prescribe. [34/2012]


document_id: sfa-2001
provision_ref: s81C
chapter: PART 3 - CLEARING FACILITIES
section: 81C
title:
Proceedings of approved clearing house or recognised clearing house take precedence over law of insolvency

content:
81C. —(1) The following are not invalid to any extent at law by reason only of inconsistency with any written law or rule of law relating to the distribution of the assets of a person on insolvency, bankruptcy or winding up, or on the appointment of a receiver, a receiver and manager or a person in an equivalent capacity over any of the assets of a person: ( a ) a market contract; ( b ) a disposition of property pursuant to a market contract; ( c ) the provision of market collateral; ( d ) a contract effected by an approved clearing house or a recognised clearing house for the purpose of realising property provided as market collateral, or any disposition of property pursuant to such a contract; ( e ) a disposition of property in accordance with the business rules of an approved clearing house, or a recognised clearing house, relating to the application of property provided as market collateral; ( f ) a disposition of property as a result of which the property becomes subject to a market charge, or any transaction pursuant to which that disposition is made; ( g ) a disposition of property for the purpose of enforcing a market charge; ( h ) a market charge; ( i ) any default proceedings. [34/2012] (2) A relevant office holder, or a court applying the law relating to insolvency in Singapore, must not exercise his, her or its power to prevent, or interfere with — ( a ) the settlement of a market contract in accordance with the business rules of an approved clearing house or a recognised clearing house, or any proceedings or other action taken under those business rules; or ( b ) any default proceedings. [34/2012] (3) Subsection (2) does not operate to prevent a relevant office holder from recovering an amount under section 81I after the completion of a specified event referred to in section 81I(3). [34/2012] (4) Where a participant which is also a bank licensed under the Banking Act 1970 becomes insolvent, the liabilities of the bank accorded priority under sections 61 and 62 of that Act and the Payment and Settlement Systems (Finality and Netting) Act 2002 have priority over any unsecured liabilities of the bank arising from and after the settlement of market contracts. [34/2012] (4A) Where a participant that is also a merchant bank licensed under the Banking Act 1970 becomes insolvent, the liabilities of the merchant bank accorded priority under section 62B of that Act and the Payment and Settlement Systems (Finality and Netting) Act 2002 have priorities over any unsecured liabilities of the merchant bank arising from and after the settlement of market contracts. [1/2020] (5) To avoid doubt, subsection (4) does not affect the settlement of market contracts in accordance with the business rules of an approved clearing house or a recognised clearing house. [34/2012]


document_id: sfa-2001
provision_ref: s81D
chapter: PART 3 - CLEARING FACILITIES
section: 81D
title: Supplementary provisions as to default proceedings
content:
81D. —(1) A court may, on the application of a relevant office holder, make an order to alter, or to release the relevant office holder from complying with, the functions of his or her office that are affected by default proceedings, if default proceedings have been, could be, or could have been, taken. [34/2012] (2) The functions of the relevant office holder are to be construed subject to an order made under subsection (1). [34/2012] (3) Section 210 of the Companies Act 1967 and sections 71, 129, 130(2), 133(1), 170(1), 187, 276, 325 and 327 of the Insolvency, Restructuring and Dissolution Act 2018 do not prevent, or interfere with, any default proceedings. [40/2018]


document_id: sfa-2001
provision_ref: s81E
chapter: PART 3 - CLEARING FACILITIES
section: 81E
title: Duty to report on completion of default proceedings
content:
81E. —(1) An approved clearing house or a recognised clearing house — ( a ) must, upon the conclusion of any default proceedings commenced by it, make a report on those proceedings stating (as the case may be) in respect of each defaulter who is a subject of those proceedings — (i) the net sum (if any) certified by it to be payable by or to the defaulter; or (ii) the fact that no sum is so payable; and ( b ) may include in that report such other particulars in respect of those proceedings as it thinks fit. [34/2012] (2) An approved clearing house, or a recognised clearing house, which has made a report under subsection (1) must supply the report to — ( a ) the Authority; ( b ) any relevant office holder acting in relation to — (i) the defaulter to whom the report relates; or (ii) the estate of that defaulter; and ( c ) where there is no relevant office holder referred to in paragraph ( b ), the defaulter to whom the report relates. [34/2012] (3) The approved clearing house or recognised clearing house must publish a notice of the fact that a report has been made under subsection (1) in such manner as it thinks appropriate to bring that fact to the attention of the creditors of the defaulter to whom the report relates. [34/2012] (4) Where a relevant office holder or defaulter receives under subsection (2) a report made under subsection (1), the relevant office holder or defaulter must, at the request of a creditor of the defaulter to whom the report relates — ( a ) make the report available for inspection by the creditor; and ( b ) on payment of such reasonable fee as the relevant office holder or defaulter (as the case may be) determines, supply to the creditor the whole or any part of that report. [34/2012] (5) In subsections (2), (3) and (4), “report” includes a copy of a report. [34/2012]


document_id: sfa-2001
provision_ref: s81F
chapter: PART 3 - CLEARING FACILITIES
section: 81F
title: Net sum payable on completion of default proceedings
content:
81F. —(1) This section applies to any net sum certified under section 81E(1)( a )(i) by an approved clearing house or a recognised clearing house, upon the completion by it of any default proceedings, to be payable by or to a defaulter. [34/2012] (2) Despite sections 218, 219, 345 and 346 of the Insolvency, Restructuring and Dissolution Act 2018, where, on or after 1 August 2013, a receiving order or winding up order has been made, or a resolution for voluntary winding up has been passed, any net sum as certified under section 81E(1)( a )(i) is — ( a ) provable in the bankruptcy or winding up or payable to the relevant office holder, as the case may be; and ( b ) to be taken into account, where appropriate, under section 219 or 346 of the Insolvency, Restructuring and Dissolution Act 2018. [34/2012; 40/2018]


document_id: sfa-2001
provision_ref: s81G
chapter: PART 3 - CLEARING FACILITIES
section: 81G
title: Disclaimer of onerous property, rescission of contracts, etc.
content:
81G. —(1) Sections 230, 231, 373 and 374 of the Insolvency, Restructuring and Dissolution Act 2018 do not apply to — ( a ) a market contract; ( b ) a contract effected by an approved clearing house, or a recognised clearing house, for the purpose of realising property provided as market collateral; ( c ) a market charge; or ( d ) any default proceedings. [34/2012; 40/2018] (2) Sections 130(1), 170(1) and 328 of the Insolvency, Restructuring and Dissolution Act 2018 do not apply to any act, matter or thing which has been done under — ( a ) a market contract; ( b ) a disposition of property pursuant to a market contract; ( c ) the provision of market collateral; ( d ) a contract effected by an approved clearing house, or a recognised clearing house, for the purpose of realising property provided as market collateral, or any disposition of property pursuant to such a contract; ( e ) a disposition of property in accordance with the business rules of an approved clearing house, or a recognised clearing house, relating to the application of property provided as market collateral; ( f ) a disposition of property as a result of which the property becomes subject to a market charge, or any transaction pursuant to which that disposition is made; ( g ) a disposition of property for the purpose of enforcing a market charge; ( h ) a market charge; or ( i ) any default proceedings. [34/2012; 40/2018]


document_id: sfa-2001
provision_ref: s81H
chapter: PART 3 - CLEARING FACILITIES
section: 81H
title: Adjustment of prior transactions
content:
81H. —(1) No order may be made, on or after 1 August 2013, in relation to any matter to which this section applies, by a court under any of the following provisions in any proceedings, whether instituted before, on or after 1 August 2013: section 224, 225, 228, 361, 362, 366 or 438 of the Insolvency, Restructuring and Dissolution Act 2018. [34/2012; 40/2018] (2) The matters to which this section applies are as follows: ( a ) a market contract; ( b ) a disposition of property pursuant to a market contract; ( c ) the provision of market collateral; ( d ) a contract effected by an approved clearing house, or a recognised clearing house, for the purpose of realising property provided as market collateral; ( e ) a disposition of property in accordance with the business rules of an approved clearing house, or a recognised clearing house, relating to the application of property provided as market collateral; ( f ) a disposition of property as a result of which the property becomes subject to a market charge, or any transaction pursuant to which that disposition is made; ( g ) a disposition of property for the purpose of enforcing a market charge; ( h ) a market charge; ( i ) any default proceedings. [34/2012]


document_id: sfa-2001
provision_ref: s81I
chapter: PART 3 - CLEARING FACILITIES
section: 81I
title: Right of relevant office holder to recover certain amounts arising from certain transactions
content:
81I. —(1) Where a participant (called in this section the first participant) sells securities, securities‑based derivatives contracts or units in a collective investment scheme at an over‑value to, or purchases securities, securities‑based derivatives contracts or units in a collective investment scheme at an under‑value from, another participant (called in this section the second participant) in the circumstances referred to in subsection (3), and thereafter a relevant office holder acts for — ( a ) the second participant; ( b ) the principal of the second participant in the sale or purchase; or ( c ) the estate of the second participant or person referred to in paragraph ( b ), then, unless a court otherwise orders, the relevant office holder may recover from the first participant, or the principal of the first participant, an amount equal to the specified gain obtained under the sale or purchase by the first participant, or the principal of the first participant. [34/2012; 4/2017] (2) The amount equal to the specified gain is recoverable even if the sale or purchase may have been discharged according to the business rules of an approved clearing house, or a recognised clearing house, and replaced by a market contract. [34/2012] (3) The circumstances referred to in subsection (1) are that — ( a ) a specified event has occurred in relation to the second participant, or the principal of the second participant, within the period of 6 months immediately following the date on which the sale or purchase was entered into; and ( b ) at the time the sale or purchase was entered into, the first participant, or the principal of the first participant, knew, or ought reasonably to have known, that a specified event was likely to occur in relation to the second participant, or the principal of the second participant. [34/2012] (4) In this section — “specified event”, in relation to the second participant or a person who is or was, in respect of a sale or purchase referred to in subsection (1), the principal of the second participant, means — ( a ) the making of a bankruptcy order against the second participant or that person, as the case may be; ( b ) the making of a statutory declaration in respect of the second participant or that person (as the case may be) under section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018; ( c ) the summoning of a meeting of creditors in relation to the second participant or that person (as the case may be) under section 166 of the Insolvency, Restructuring and Dissolution Act 2018; ( d ) the making of an application for the winding up of the second participant or that person (as the case may be) before a court; or ( e ) the appointment of a judicial manager under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in respect of the second participant or that person, as the case may be; “specified gain”, in relation to a sale or purchase referred to in subsection (1), means the difference, as at the time the sale or purchase was entered into, between — ( a ) the market value of the securities, securities‑based derivatives contracts or units in a collective investment scheme which are the subject of the sale or purchase; and ( b ) the value of the consideration for the sale or purchase. [34/2012; 4/2017; 40/2018]


document_id: sfa-2001
provision_ref: s81J
chapter: PART 3 - CLEARING FACILITIES
section: 81J
title: Application of market collateral not affected by certain other interest, etc.
content:
81J. —(1) This section has effect with respect to the application by an approved clearing house, or a recognised clearing house, of property provided as market collateral (called in this section the property). [34/2012] (2) The property may be applied in accordance with the business rules or default rules of the approved clearing house or recognised clearing house, so far as it is necessary for it to be so applied, despite — ( a ) any prior equitable interest or right, or any right or remedy arising from a breach of fiduciary duty, unless the approved clearing house or recognised clearing house had actual notice of the interest, right or breach of duty (other than any interest or right arising from the situation referred to in paragraph ( b )) (as the case may be) at the time the property was provided as market collateral; or ( b ) that the property is deposited by the approved clearing house or recognised clearing house in a trust account held for the benefit of a participant. [34/2012] (3) No right or remedy arising subsequent to the provision of the property as market collateral may be enforced to prevent, or interfere with, the application of the property by the approved clearing house or recognised clearing house in accordance with its business rules or default rules. [34/2012] (4) Where an approved clearing house, or a recognised clearing house, has power under this section to apply the property despite an interest, a right or a remedy, a person to whom the approved clearing house or recognised clearing house disposes of the property in accordance with its business rules or default rules takes free from that interest, right or remedy. [34/2012]


document_id: sfa-2001
provision_ref: s81K
chapter: PART 3 - CLEARING FACILITIES
section: 81K
title: Enforcement of judgments over property subject to market charge, etc.
content:
81K. —(1) Where, whether before, on or after 1 August 2013, any property is subject to a market charge or has been provided as market collateral, no enforcement order or other legal process for the enforcement of any judgment or order may be commenced or continued, and no distress may be levied, against the property by a person not seeking to enforce any interest in, or security over, the property, except with the consent of the approved clearing house or recognised clearing house in favour of which the market charge was granted. [34/2012] [Act 25 of 2021 wef 01/04/2022] (2) Where by virtue of this section a person would not be entitled to enforce a judgment or an order against any property, any injunction or other remedy granted by any court with a view to facilitating the enforcement of any such judgment or order does not extend to that property. [34/2012]


document_id: sfa-2001
provision_ref: s81L
chapter: PART 3 - CLEARING FACILITIES
section: 81L
title: Law of insolvency in other jurisdictions
content:
81L. —(1) Despite any other written law or rule of law, a court is not to recognise or give effect to — ( a ) an order of a court exercising jurisdiction under the law of insolvency in any place outside Singapore; or ( b ) an act of a person appointed in any place outside Singapore to perform a function under the law of insolvency in that place, insofar as the making of the order by a court in Singapore, or the doing of the act by a relevant office holder, would be prohibited under this Act. [34/2012] (2) In this section, “law of insolvency”, in relation to a place outside Singapore, means any law of that place which is similar to, or serves the same purposes as, any part of the law of insolvency in Singapore. [34/2012]


document_id: sfa-2001
provision_ref: s81M
chapter: PART 3 - CLEARING FACILITIES
section: 81M
title: Participant to be party to certain transactions as principal
content:
81M. —(1) Where — ( a ) a participant, in the participant’s capacity as such, enters into any transaction (including a market contract) with an approved clearing house or a recognised clearing house; and ( b ) but for this subsection or any provision in the business rules or default rules of the approved clearing house or recognised clearing house, the participant would be a party to that transaction as agent, then, despite any other written law or rule of law, as between, and only as between, the approved clearing house or recognised clearing house and the participant or the person who is the participant’s principal in respect of that transaction, the participant is, for all purposes (including any action, claim or demand, whether civil or criminal), deemed to be a party to that transaction as principal, and not as agent. [34/2012] (2) Where — ( a ) 2 or more participants, in their capacities as such, enter into any transaction; and ( b ) but for this subsection, any of the participants would be a party to that transaction as agent, then, despite any other written law or rule of law, except as between, and only as between, a participant to whom paragraph ( b ) applies and the person who is the participant’s principal in respect of that transaction, the participant is, for all purposes (including any action, claim or demand, whether civil or criminal), deemed to be a party to that transaction as principal, and not as agent. [34/2012]


document_id: sfa-2001
provision_ref: s81N
chapter: PART 3 - CLEARING FACILITIES
section: 81N
title: Preservation of rights, etc.
content:
81N. Except to the extent that it expressly provides, this Division does not operate to limit, restrict or otherwise affect — ( a ) any right, title, interest, privilege, obligation or liability of a person; or ( b ) any investigation, legal proceedings or remedy in respect of any such right, title, interest, privilege, obligation or liability. [34/2012]


document_id: sfa-2001
provision_ref: s81O
chapter: PART 3 - CLEARING FACILITIES
section: 81O
title: Immunity from criminal or civil liability
content:
81O. —(1) No criminal or civil liability is incurred by — ( a ) a person discharging, by virtue of a delegation under the default rules of an approved clearing house or a recognised clearing house, an obligation of the approved clearing house or recognised clearing house in connection with any default proceedings; or ( b ) any person acting on behalf of a person referred to in paragraph ( a ), including — (i) any member of the board of directors of the person referred to in paragraph ( a ); and (ii) any member of any committee established by the person referred to in paragraph ( a ), for any thing 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, the discharge or purported discharge of that obligation. [34/2012] (2) Where a relevant office holder takes action in relation to any property of a defaulter which is liable to be dealt with in accordance with the default rules of an approved clearing house or a recognised clearing house, and the relevant office holder reasonably believes or has reasonable grounds for believing that the relevant office holder is entitled to take that action, the relevant office holder shall not be liable to any person in respect of any loss or damage resulting from any action of the relevant office holder, except insofar as the loss or damage (as the case may be) is caused by the negligence of the relevant office holder. [34/2012] Division 5 &#x2014; General Powers of Authority


document_id: sfa-2001
provision_ref: s81P
chapter: PART 3 - CLEARING FACILITIES
section: 81P
title: Disqualification or removal of director or executive officer
content:
81P. —(1) Despite the provisions of any other written law, an approved clearing house or Singapore recognised clearing house 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 48 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 clearing house or Singapore recognised clearing house is not a fit and proper person to be a director or executive officer (as the case may be) of the approved clearing house or Singapore recognised clearing house (as the case may be), the Authority may, by notice in writing to the approved clearing house or Singapore recognised clearing house, 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 clearing house or Singapore recognised clearing house 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 clearing house or Singapore recognised clearing house to contravene any provision of this Act or the business rules of the approved clearing house or Singapore recognised clearing house; ( b ) the individual has, without reasonable excuse, failed to secure the compliance of the approved clearing house or Singapore recognised clearing house 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 clearing house or Singapore recognised clearing house; ( 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 clearing house or Singapore recognised clearing house to remove an individual from his or her office or employment under subsection (2) without giving the approved clearing house or Singapore recognised clearing house 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 48 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 clearing house or Singapore recognised clearing house 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 clearing house or Singapore recognised clearing house who receives a direction under subsection (2), or any director or executive officer of an approved clearing house or Singapore recognised clearing house in relation to whom a direction under subsection (2) is given, may, within 30 days after the approved clearing house or Singapore recognised clearing house 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 clearing house or Singapore recognised clearing house, or any person acting on behalf of an approved clearing house or Singapore recognised clearing house, 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 clearing house or Singapore recognised clearing house 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]


document_id: sfa-2001
provision_ref: s81Q
chapter: PART 3 - CLEARING FACILITIES
section: 81Q
title: Power of Authority to make regulations
content:
81Q. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations — ( a ) relating to the approval of approved clearing houses and the recognition of recognised clearing houses; ( b ) relating to the requirements applicable to any person who establishes, operates or assists in establishing or operating a clearing facility, whether or not the person is approved as an approved clearing house under section 51(1)( a ) or recognised as a recognised clearing house under section 51(1)( b ) or (2); and ( c ) for the purposes of section 59 and, in particular, specifying measures to manage any risks assumed by an approved clearing house. [34/2012; 4/2017] (2) Regulations made under this section may provide — ( a ) that a contravention of any specified provision thereof shall be an offence; and ( b ) for a penalty 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, for 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. [34/2012]


document_id: sfa-2001
provision_ref: s81R
chapter: PART 3 - CLEARING FACILITIES
section: 81R
title: Power of Authority to issue directions
content:
81R. —(1) The Authority may issue directions, whether of a general or specific nature, by written notice, to an approved clearing house or a recognised clearing house, or a class of approved clearing houses or class of recognised clearing houses, if the Authority thinks it necessary or expedient — ( a ) for ensuring the safe and efficient operation of any clearing facility operated by the approved clearing house or recognised clearing house, or of clearing facilities operated by approved clearing houses or recognised clearing houses of the class or by approved clearing houses or recognised clearing houses, in general; [Act 12 of 2024 wef 30/08/2024] ( b ) for ensuring the integrity and stability of the capital markets or the financial system; ( c ) in the interests of the public or a section of the public or for the protection of investors; ( d ) for the effective administration of this Act; or ( e ) for ensuring compliance with any condition or restriction that the Authority may impose under section 51(4) or (5), 58(2), 70(5), (10) or (11), 71(11) or (12), 81AA(4), (9) or (10), 81AC(11) or (12) or 81SB(1) or (2), or such other obligations or requirements under this Act or as the Authority may prescribe. [34/2012] [Act 12 of 2024 wef 30/08/2024] [Act 12 of 2024 wef 24/01/2025] (2) An approved clearing house or a recognised clearing house must comply with every direction issued to it under subsection (1). [34/2012] (3) Any approved clearing house or recognised clearing house which, without reasonable excuse, contravenes a direction issued to it 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. [34/2012] (4) It is not necessary to publish any direction issued under subsection (1) in the Gazette . [34/2012]


document_id: sfa-2001
provision_ref: s81S
chapter: PART 3 - CLEARING FACILITIES
section: 81S
title: Emergency powers of Authority
content:
81S. —(1) Where the Authority has reason to believe that an emergency exists, or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors, the Authority may direct by written notice an approved clearing house or a recognised clearing house to take such action as the Authority considers necessary to maintain or restore the safe and efficient operation of the clearing facilities operated by the approved clearing house or recognised clearing house. [34/2012] (2) Without affecting subsection (1), the actions which the Authority may direct an approved clearing house or a recognised clearing house to take include — ( a ) ordering the liquidation of all positions or any part thereof, or the reduction of such positions; ( b ) altering the conditions of delivery of transactions cleared or settled, or to be cleared or settled, through the clearing facility; ( c ) fixing the settlement price at which transactions are to be liquidated; ( d ) requiring margins or additional margins for transactions cleared or settled, or to be cleared or settled, through the clearing facility; and ( e ) modifying or suspending any of the business rules of the approved clearing house or recognised clearing house. [34/2012] (3) Where an approved clearing house or a recognised clearing house fails to comply with any direction of the Authority under subsection (1) within such time as is specified by the Authority, the Authority may — ( a ) set margin levels for transactions cleared or settled, or to be cleared or settled, through the clearing facility to cater for the emergency; ( b ) set limits that may apply to positions acquired in good faith prior to the date of the notice issued by the Authority; or ( c ) take such other action as the Authority thinks fit to maintain or restore the safe and efficient operation of the clearing facilities operated by the approved clearing house or recognised clearing house. [34/2012] (4) In this section, “emergency” means any threatened or actual market manipulation or cornering, and includes — ( a ) any act of any government affecting any commodity or financial instrument; ( b ) any major market disturbance which prevents a market from accurately reflecting the forces of supply and demand for any commodity or financial instrument; or ( c ) any undesirable situation or practice which, in the opinion of the Authority, constitutes an emergency. [34/2012; 4/2017] (5) The Authority may modify any action taken by an approved clearing house or a recognised clearing house under subsection (1), including the setting aside of that action. [34/2012] (6) Any person who is aggrieved by any action taken by the Authority, or by an approved clearing house or a recognised clearing house, under this section may, within 30 days after the person is notified of the action, appeal to the Minister, whose decision is final. [34/2012] (7) Despite the lodging of an appeal under subsection (6), any action taken by the Authority, or by an approved clearing house or recognised clearing house, under this section continues to have effect pending the Minister’s decision. [34/2012] (8) The Minister may, when deciding an appeal under subsection (6), make such modification as he or she considers necessary to any action taken by the Authority, or by an approved clearing house or a recognised clearing house, under this section, and any such modified action has effect from the date of the Minister’s decision. [34/2012] (9) Any approved clearing house or recognised clearing house which fails to comply with 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. [34/2012]


document_id: sfa-2001
provision_ref: s81SA
chapter: PART 3 - CLEARING FACILITIES
section: 81SA
title: Interpretation of sections 81SA to 81SAE
content:
81SA. In this section and sections 81SAA to 81SAE, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to an approved clearing house or a recognised clearing house, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved clearing house or recognised clearing house (as the case may be), or acting in an equivalent capacity in relation to the approved clearing house or recognised clearing house (as the case may be); “relevant business” means any business of an approved clearing house or a recognised clearing house — ( a ) which the Authority has assumed control of under section 81SAA; or ( b ) in relation to which a statutory adviser or a statutory manager has been appointed under section 81SAA; “statutory adviser” means a statutory adviser appointed under section 81SAA; “statutory manager” means a statutory manager appointed under section 81SAA. [10/2013]


document_id: sfa-2001
provision_ref: s81SAA
chapter: PART 3 - CLEARING FACILITIES
section: 81SAA
title:
Action by Authority if approved clearing house or recognised clearing house unable to meet obligations, etc.

content:
81SAA. —(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 clearing house or a recognised clearing house 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 clearing house or a recognised clearing house becomes unable to meet its obligations, or is insolvent, or suspends payments; ( c ) the Authority is of the opinion that an approved clearing house or a recognised clearing house — (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 47; (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 51(4) or (5); 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 clearing house or recognised clearing house (as the case may be) 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 clearing house or recognised clearing house (as the case may be) on the proper management of such of the business of the approved clearing house or recognised clearing house (as the case may be) as the Authority may determine; or ( c ) assume control of and manage such of the business of the approved clearing house or recognised clearing house (as the case may be) 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 a recognised clearing house which is 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 recognised clearing house under subsection (2) is only in relation to — ( a ) the business or affairs of the recognised clearing house carried on in, or managed in or from, Singapore; or ( b ) the property of the recognised clearing house located in Singapore, or reflected in the books of the recognised clearing house 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 clearing house or a recognised clearing house, 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 56(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 clearing house or recognised clearing house 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]


document_id: sfa-2001
provision_ref: s81SAB
chapter: PART 3 - CLEARING FACILITIES
section: 81SAB
title: Effect of assumption of control under section 81SAA
content:
81SAB. —(1) Upon assuming control of the relevant business of an approved clearing house or a recognised clearing house, 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 clearing house or a recognised clearing house, the Authority or statutory manager — ( a ) must manage the relevant business of the approved clearing house or recognised clearing house (as the case may be) in the name of and on behalf of the approved clearing house or recognised clearing house (as the case may be); and ( b ) is deemed to be an agent of the approved clearing house or recognised clearing house (as the case may be). [10/2013] (3) In managing the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager — ( a ) must consider the interests of the public or the section of the public referred to in section 81SAA(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 clearing house or recognised clearing house (as the case may be) (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the approved clearing house or recognised clearing house (as the case may be), including powers of delegation, in relation to the relevant business of the approved clearing house or recognised clearing house (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved clearing house or recognised clearing house (as the case may be) under the Companies Act 1967 or the constitution of the approved clearing house or recognised clearing house (as the case may be). [10/2013] (4) Despite any written law or rule of law, upon the assumption of control of the relevant business of an approved clearing house or a recognised clearing house by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be), 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 clearing house or recognised clearing house (as the case may be), 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 clearing house or a recognised clearing house, except with the approval of the Authority, no person may be appointed as the chief executive officer or a director of the approved clearing house or recognised clearing house, as the case may be. [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 clearing house or a recognised clearing house, the Authority may at any time, by written notice to the person and the approved clearing house or recognised clearing house (as the case may be), 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 clearing house or a recognised clearing house 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 clearing house or recognised clearing house (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved clearing house or recognised clearing house (as the case may be) — ( 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 clearing house or a recognised clearing house in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved clearing house or recognised clearing house (as the case may be) — ( 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 clearing house or a recognised clearing house — ( 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 clearing house or recognised clearing house, as the case may be, 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 clearing house or recognised clearing house (as the case may be) 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; 4/2017]


document_id: sfa-2001
provision_ref: s81SAC
chapter: PART 3 - CLEARING FACILITIES
section: 81SAC
title: Duration of control
content:
81SAC. —(1) The Authority must cease to be in control of the relevant business of an approved clearing house or a recognised clearing house 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 81SAA(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 clearing house or a recognised clearing house 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 clearing house or a recognised clearing house 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 81SAA(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 clearing house or recognised clearing house, as the case may be. [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 clearing house or a recognised clearing house; ( b ) the cessation of the Authority’s control of the relevant business of an approved clearing house or a recognised clearing house; ( c ) the appointment of a statutory manager in relation to the relevant business of an approved clearing house or a recognised clearing house; and ( d ) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved clearing house or a recognised clearing house. [10/2013]


document_id: sfa-2001
provision_ref: s81SAD
chapter: PART 3 - CLEARING FACILITIES
section: 81SAD
title: Responsibilities of officers, member, etc., of approved clearing house or recognised clearing house
content:
81SAD. —(1) During the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house — ( 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 clearing house or recognised clearing house (as the case may be) 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 clearing house or recognised clearing house (as the case may be) which is comprised in, forms part of or relates to the relevant business of the approved clearing house or recognised clearing house (as the case may be), 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 clearing house or recognised clearing house (as the case may be) 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 clearing house or recognised clearing house (as the case may be), 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]


document_id: sfa-2001
provision_ref: s81SAE
chapter: PART 3 - CLEARING FACILITIES
section: 81SAE
title: Remuneration and expenses of Authority and others in certain cases
content:
81SAE. —(1) The Authority may at any time fix the remuneration and expenses to be paid by an approved clearing house or a recognised clearing house — ( a ) to a statutory manager or statutory adviser appointed in relation to the approved clearing house or recognised clearing house (as the case may be), whether or not the appointment has been revoked; and ( b ) where the Authority has assumed control of the relevant business of the approved clearing house or recognised clearing house (as the case may be), 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 clearing house or recognised clearing house (as the case may be) must reimburse the Authority any remuneration and expenses payable by the approved clearing house or recognised clearing house (as the case may be) to a statutory manager or statutory adviser. [10/2013]


document_id: sfa-2001
provision_ref: s81SB
chapter: PART 3 - CLEARING FACILITIES
section: 81SB
title:
Power of Authority to exempt approved clearing house or recognised clearing house from provisions of this Part

content:
81SB. —(1) Without affecting section 337(1), the Authority may, by regulations made under section 81Q, exempt any approved clearing house, recognised clearing house, or class of approved clearing houses or recognised clearing houses 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 clearing house or recognised clearing house 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 clearing house or recognised clearing house with that provision will not detract from the objectives specified in section 47. [34/2012] (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 clearing house or a recognised clearing house 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 clearing house or a recognised clearing house 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] Division 6 &#x2014; Voluntary Transfer of Business of
Approved Clearing House or Recognised
Clearing House


document_id: sfa-2001
provision_ref: s81SC
chapter: PART 3 - CLEARING FACILITIES
section: 81SC
title: Interpretation of this Division
content:
81SC. 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 clearing house or a recognised clearing house, 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 clearing house or a recognised clearing house, 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 clearing house or a recognised clearing house 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]


document_id: sfa-2001
provision_ref: s81SD
chapter: PART 3 - CLEARING FACILITIES
section: 81SD
title: Voluntary transfer of business
content:
81SD. —(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 clearing house or a recognised clearing house) 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 clearing house or a recognised clearing house; and ( c ) the Court has approved the transfer. [10/2013] (2) Subsection (1) does not affect the right of an approved clearing house or a recognised clearing house 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]


document_id: sfa-2001
provision_ref: s81SE
chapter: PART 3 - CLEARING FACILITIES
section: 81SE
title: Approval of transfer
content:
81SE. —(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 81SD(1)( a ); ( c ) the transferor and the transferee must, if they intend to serve on their respective participants 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 participants 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 81SD(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 clearing house or recognised as a recognised clearing house 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 clearing house or recognised as a recognised clearing house 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]


document_id: sfa-2001
provision_ref: s81SF
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SF
title: Interpretation of this Part
content:
81SF. In this Part, unless the context otherwise requires — “account holder” means a person who has an account directly with the Depository and not through a depository agent; “bare trustee” means a trustee who has no beneficial interest in the subject matter of the trust; “book‑entry securities”, in relation to the Depository, means securities — ( a ) the documents evidencing title to which are deposited by a depositor with the Depository and are registered in the name of the Depository or its nominee; and ( b ) which are transferable by way of book‑entry in the Depository Register and not by way of an instrument of transfer; “Central Depository System” means the Central Depository System referred to in section 81SH(1); “constitution” means — ( a ) the constitution; ( b ) the memorandum of association, the articles of association, or both; or ( c ) any other constitutive document, of a corporation; “Court” means the General Division of the High Court; “debenture” has the meaning given by section 4(1) of the Companies Act 1967; “depositor” means an account holder or a depository agent but does not include a sub‑account holder; “Depository” means The Central Depository (Pte) Limited or any other corporation approved by the Authority as a depository company or corporation for the purposes of this Act, which operates the Central Depository System for the holding and transfer of book‑entry securities; “depository agent” means a member of the SGX‑ST, a trust company (licensed under the Trust Companies Act 2005), a bank licensed under the Banking Act 1970, any merchant bank licensed under the Banking Act 1970 or any other person or body approved by the Depository who or which — ( a ) performs services as a depository agent for sub‑account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the depository agent; ( b ) deposits book‑entry securities with the Depository on behalf of the sub‑account holders; and ( c ) establishes an account in its name with the Depository; “Depository Register” means a register maintained by the Depository in respect of book‑entry securities; “depository rules” means the rules made by the Depository in relation to the operation of the Central Depository System and includes the Central Depository Rules and Procedures made by the Depository pursuant to its constitution (as the same may be amended from time to time) and any rule made by the Depository with regard to payment of fees to the Depository; “derivative instruments”, in relation to debentures, stocks and shares, includes warrants, transferable subscription rights, options to subscribe for stocks or shares, convertibles, depository receipts and such other instruments as the Authority may prescribe by regulations for the purposes of the definition; “documents evidencing title” means — ( a ) in the case of stocks, shares, debentures or any derivative instruments related thereto of a company or debentures or any derivative instruments related thereto of the Government — the stock certificates, share certificates, debenture certificates or certificates representing the derivative instrument, as the case may be; and ( b ) in the case of stocks, shares, debentures or any derivative instruments related thereto of a foreign company or debentures or any derivative instruments related thereto of a foreign government or of an international body, or any other securities — such documents or other evidence of title thereto, as the Depository may require; “instrument” includes a deed or any other instrument in writing; “international body” means the Asian Development Bank, the International Bank for Reconstruction and Development, the International Monetary Fund, the European Bank for Reconstruction and Development and such other international bodies as the Authority may prescribe by regulations; “securities” has the meaning given by section 2(1), but includes derivative instruments; “SGX‑ST” means the Singapore Exchange Securities Trading Limited; “sub‑account holder” means a holder of an account maintained with a depository agent. [36/2014; 40/2019; 1/2020]


document_id: sfa-2001
provision_ref: s81SG
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SG
title: Application of this Part
content:
81SG. —(1) This Part applies only to — ( a ) book‑entry securities; and ( b ) designated securities, as if a reference to book‑entry securities includes a reference to designated securities. [36/2014] (2) The application of this Part to designated securities under subsection (1)( b ) is subject to such modifications as the Authority may prescribe by regulations, and different modifications may be prescribed for different classes of designated securities. [36/2014] (3) In this section, “designated securities” means such securities as may be accepted or designated by the Depository or its nominee for deposit, custody, clearing or book‑entry settlement. [36/2014]


document_id: sfa-2001
provision_ref: s81SH
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SH
title: Central Depository System
content:
81SH. —(1) The Central Depository System established by the repealed section 130C of the Companies Act 1967 on 12 November 1993 continues on or after 3 January 2016 as if it had been established under this section. [36/2014] (2) The following must be carried out using the computerised Central Depository System in accordance with the depository rules: ( a ) the deposit of documents evidencing title in respect of securities (with where applicable, in the case of shares or registered debentures, proper instruments of transfer duly executed) with the Depository and registration of such documents in the name of the Depository or its nominee; ( b ) maintenance of accounts by the Depository in the names of the depositors so as to reflect the title of the depositors to the book‑entry securities; ( c ) effecting transfers of the book‑entry securities electronically, and not by any other means, by the Depository and making an appropriate entry in the Depository Register of the book‑entry securities that have been transferred. [36/2014]


document_id: sfa-2001
provision_ref: s81SI
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SI
title: Depository or nominee deemed to be bare trustee
content:
81SI. —(1) The Depository or its nominee is deemed to hold the book‑entry securities deposited with it as a bare trustee for the collective benefit of depositors. [36/2014] (2) Subject to subsections (3) and (4), a depositor does not have any right to specific book‑entry securities deposited with the Depository or its nominee but is entitled to a pro rata share computed on the basis of the book‑entry securities credited to one or more accounts in the depositor’s name. [36/2014] (3) A depository agent is deemed to hold book‑entry securities deposited in its name with the Depository or its nominee, on behalf of any sub‑account holder, as a bare trustee. [36/2014] (4) A sub‑account holder does not have any right to specific book‑entry securities deposited with the Depository or its nominee but is entitled to a pro rata share computed on the basis of the book‑entry securities credited to one or more accounts maintained by the sub‑account holder with a depository agent. [36/2014]


document_id: sfa-2001
provision_ref: s81SJ
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SJ
title: Depository not member of company and depositors deemed to be members
content:
81SJ. —(1) Despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities of the corporation are deposited with the Depository or its nominee — ( a ) the Depository or its nominee (as the case may be) is deemed not to be a member of the corporation; and ( b ) the persons named as the depositors in a Depository Register are, for such period as the book‑entry securities are entered against their names in the Depository Register, deemed to be — (i) members of the corporation in respect of the amount of book‑entry securities (relating to the stocks or shares issued by the corporation) entered against their respective names in the Depository Register; or (ii) holders of the amount of the book‑entry securities (relating to the debentures or any derivative instrument) entered against their respective names in the Depository Register. [36/2014] (2) Despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities relating to units in any collective investment scheme (whether or not constituted as a corporation) are deposited with the Depository or its nominee — ( a ) the Depository or its nominee (as the case may be) is deemed not to be a holder of the book‑entry securities; and ( b ) the persons named as the depositors in a Depository Register are, for such period as the book‑entry securities are entered against their names in the Depository Register, deemed to be holders of the amount of the book‑entry securities entered against their respective names in the Depository Register. [36/2014] (3) Nothing in this Part is to be construed as affecting — ( a ) the obligation of a public company to keep — (i) a register of its members under section 190 of the Companies Act 1967 and allow inspection of the register under section 192 of the Companies Act 1967; and (ii) a register of holders of debentures issued by the company under section 93 of the Companies Act 1967 and allow inspection of the register under that section, except that the company is not obliged to enter in such registers the names and particulars of persons who are deemed members or holders of debentures under subsection (1)( b ); ( b ) the right of a depositor to withdraw the depositor’s documents evidencing title in respect of securities from the Depository at any time in accordance with the rules of the Depository and to register them in the depositor’s or any other name; or ( c ) the enjoyment of any right, power or privilege conferred by, or the imposition of any liability, duty or obligation under the Companies Act 1967, any rule of law or under any instrument or under the constitution of a corporation upon a depositor, as a member of a corporation or as a holder of debentures or any derivative instruments except to the extent provided for in this Part or prescribed by regulations made thereunder. [36/2014] (4) Despite any provision in the Companies Act 1967, a depositor is not regarded as a member of a company entitled to attend any general meeting of the company and to speak and vote thereat unless the depositor’s name appears on the Depository Register 72 hours before the general meeting. [36/2014] (5) The payment by a corporation to the Depository of any dividend payable to a depositor, to the extent of the payment made, discharges the corporation from any liability in respect of that payment. [36/2014]


document_id: sfa-2001
provision_ref: s81SK
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SK
title: Depository to certify names of depositors to corporation upon request
content:
81SK. The Depository must certify the names of persons on the Depository Register to a corporation in accordance with the rules of the Depository upon a written request being made to it by the corporation. [36/2014]


document_id: sfa-2001
provision_ref: s81SL
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SL
title: Maintenance of accounts
content:
81SL. The Depository must maintain accounts of book‑entry securities on behalf of depositors in accordance with the rules of the Depository. [36/2014]


document_id: sfa-2001
provision_ref: s81SM
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SM
title: Transfers effected by Depository under book‑entry clearing system
content:
81SM. —(1) Subject to this Part, a transfer of book‑entry securities between depositors must be effected, despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in a corporation’s constitution to the contrary, by the Depository making an appropriate entry in its Depository Register. [36/2014] (2) A transfer of securities by the Depository by way of book‑entry to a depositor under this Part is valid and is not to be challenged in any court on the ground that the transfer is not accompanied by a proper instrument of transfer or that otherwise the transfer is not made in writing. [36/2014; 40/2019]


document_id: sfa-2001
provision_ref: s81SN
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SN
title: Depository to be discharged from liability if acting on instructions
content:
81SN. —(1) Subject to the regulations, the Depository, if acting in good faith and without negligence, shall not be liable for conversion or for any breach of trust or duty where the Depository has, in respect of book‑entries in accounts maintained by it, made entries regarding the book‑entry securities, or transferred or delivered the book‑entry securities, according to the instructions of a depositor even though the depositor had no right to dispose of or take any other action in respect of the book‑entry securities. [36/2014] (2) The Depository or a depository agent, if acting in good faith and without negligence, is fully discharged of its obligations to the account holder or sub‑account holder by the transfer or delivery of book‑entry securities upon the instructions of the account holder or sub‑account holder, as the case may be. [36/2014] (3) The Depository, if acting in good faith and without negligence, is fully discharged of its obligations to a depository agent by the transfer or delivery of book‑entry securities upon the instructions of the depository agent. [36/2014] (4) For the purposes of this section, the Depository or a depository agent is not to be treated as having been negligent by reason only of its failure to concern itself with whether or not the depositor or sub‑account holder (as the case may be) has a right to dispose of or take any other action in respect of the book‑entry securities or to issue the instructions. [36/2014]


document_id: sfa-2001
provision_ref: s81SO
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SO
title: Confirmation of transaction
content:
81SO. The Depository must, in accordance with the depository rules, issue to each account holder and to each sub‑account holder through the sub‑account holder’s depository agent, following upon any transaction affecting book‑entry securities maintained for such account holder by the Depository and maintained for such sub‑account holder by the sub‑account holder’s depository agent under this Part, a confirmation note which must specify the amount and description of the book‑entry securities and any other relevant transaction information. [36/2014]


document_id: sfa-2001
provision_ref: s81SP
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SP
title: No rectification of Depository Register
content:
81SP. —(1) Despite anything in the Companies Act 1967 or any written law or rule of law, no order may be made by the Court for rectification of the Depository Register; except that where the Court is satisfied that — ( a ) a depositor did not consent to a transfer of the book‑entry securities; or ( b ) a depositor should not have been registered in the Depository Register as having title to the book‑entry securities, the Court may award damages to the firstmentioned depositor or to any person who would have been entitled to be registered in the Depository Register as having title to the book‑entry securities (as the case may be) on such terms as the Court thinks to be equitable or make such other order as the Court thinks fit including an order for the transfer of book‑entry securities to such depositor or person. [36/2014] (2) Where provisions exist in the constitution of a corporation that entitle a corporation to refuse registration of a transfer of book‑entry securities, the corporation may in relation to any transfer to which it objects, notify the Depository in writing of its refusal before the transfer takes place and provide the Depository with the facts upon which such refusal is considered to be justified. [36/2014] (3) Where the Depository has had prior notice of the corporation’s refusal under subsection (2) (but not otherwise), the Depository must refuse to effect the transfer and to enter the name of the transferee in the Depository Register and thereupon convey the facts upon which such refusal is considered to be justified to the transferee. [36/2014] (4) Section 130AB of the Companies Act 1967 does not apply to any refusal to register a transfer under subsections (2) and (3). [36/2014]


document_id: sfa-2001
provision_ref: s81SQ
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SQ
title: Trustee, executor or administrator of deceased depositor named as depositor
content:
81SQ. —(1) Any trustee, executor or administrator of the estate of a deceased depositor whose name was entered in the Depository Register as owner or as having an interest in book‑entry securities may open an account with the Depository and have his, her or its name entered in the Depository Register so as to reflect the interest of the trustee, executor or administrator in the book‑entry securities. [36/2014] (2) Subject to this section, no notice of any trust expressed, implied or constructive may be entered in the Depository Register and no liabilities are affected by anything done pursuant to subsection (1) or pursuant to the law of any other place which corresponds to this section and the Depository and the issuer of the book‑entry securities are not affected with notice of any trust by anything so done. [36/2014]


document_id: sfa-2001
provision_ref: s81SR
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SR
title: Non‑application of certain provisions in bankruptcy and company liquidation law
content:
81SR. Where by virtue of the provisions of any written law in relation to bankruptcy or company liquidation it is provided that — ( a ) any disposition of the property of a company after commencement of a winding up is void, unless the Court orders otherwise; or ( b ) any disposition of the property of a person who is adjudged bankruptcy after the making of an application for a bankruptcy order and before vesting of the bankrupt’s estate in a trustee is void unless done with the consent or ratification of the Court, those provisions do not apply to any disposition of book‑entry securities; but where a Court is satisfied that a party to the disposition, being a party other than the Depository, had notice that an application has been made for the winding up or bankruptcy of the other party to the disposition, it may award damages against that party on such terms as it thinks equitable or make such other order as the Court thinks fit, including an order for the transfer of book‑entry securities by that party but not an order for the rectification of the Depository Register. [36/2014]


document_id: sfa-2001
provision_ref: s81SS
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SS
title: Security interest
content:
81SS. —(1) Except as provided in this section or any other written law or any regulations made under section 81SU, no security interest may be created in book‑entry securities. [36/2014] (2) A security interest in book‑entry securities to secure the payment of a debt or liability may be created in favour of any depositor in the following manner: ( a ) by way of assignment, by an instrument of assignment in the prescribed form executed by the assignor; ( b ) by way of charge, by an instrument of charge in the prescribed form executed by the chargor, if no security interest in any book‑entry securities subsequent to any assignment or charge thereof may be created by the assignor or the chargor (as the case may be) in favour of any other person and any such assignment or charge is void. [36/2014] (3) Upon receipt of the instrument of assignment, the Depository must immediately, by way of an off‑market transaction, transfer the book‑entry securities to the assignee and thereafter notify the assignor and the assignee of the transfer in the prescribed manner. [36/2014] (4) Upon receipt of the instrument of charge, the Depository must immediately register the instrument in a register of charges maintained by the Depository and thereafter notify the chargor and the chargee in the prescribed manner. [36/2014] (5) The register of charges is not open to inspection to any person other than the chargor or the chargee or their authorised representatives and except for the purpose of the performance of its duties or the exercise of its functions or when required to do so by any court or under the provisions of any written law, the Depository must not disclose to any unauthorised person any information contained in the register of charges. [36/2014] (6) An assignment or a charge made in accordance with the provisions of this section, but not otherwise, has effect upon the Depository transferring the book‑entry securities or endorsing the charge in the register of charges except that, where the instrument of assignment or charge specifies the number of book‑entry securities to which the assignment or charge relates, the instrument of assignment or charge does not have any effect if on the date of receipt of such instrument, the number of book‑entry securities in the account of the assignor or chargor is less than the number of book‑entry securities specified in such instrument. [36/2014; 4/2017] (7) The provisions of section 81SJ(1), (2) and (3) apply to an assignment of book‑entry securities made under this section. [36/2014] (8) An assignee or a registered chargee of book‑entry securities has the following powers: ( a ) a power, when the loan or liability has become due and payable, to sell the book‑entry securities or any part thereof and in the case of a chargee, the chargee has the power to sell the book‑entry securities or any part thereof in the name of and for and on behalf of the chargor; ( b ) any other power which may be granted to the assignee or registered chargee in writing by the assignor or chargor in relation to the book‑entry securities provided that the Depository is not concerned with or affected by the exercise of any such power. [36/2014] (9) Nothing in subsection (8) is to be construed as imposing on the Depository a duty to ascertain whether the power of sale has become exercisable or has been lawfully exercised by the assignee or chargee. [36/2014] (10) No book‑entry securities assigned by way of security or charged in accordance with the provisions of this section may be — ( a ) transferred by way of an off‑market transaction to the assignor except upon the production of a duly executed re‑assignment in the prescribed form; or ( b ) transferred by the chargor, by way of sale or otherwise, except — (i) upon the production of a duly executed discharge of charge in the prescribed form; or (ii) upon the return of such book‑entry securities to the chargor’s control with the approval in writing of the chargee. [36/2014; 4/2017] (10A) A charge on book‑entry securities made in accordance with the provisions of this section is treated as discharged if such book‑entry securities have been returned to the chargor’s control with the approval in writing of the chargee. [4/2017] (11) Upon the sale by the assignee or the chargee in exercise of the assignee’s or chargee’s power of sale of any book‑entry securities assigned or charged in accordance with the provisions of this section, the assignee or the chargee must immediately notify the Depository of the sale and the particulars of the book‑entry securities sold by the assignee or chargee, and the Depository must — ( a ) in the case of the sale by the assignee, notify the assignor of the sale; and ( b ) in the case of the sale by the chargee, effect a transfer of the book‑entry securities to the buyer in accordance with section 81SM and notify the chargor of the transfer, and the provisions of sections 81SO, 81SP and 81SR apply, with the necessary modifications, to a transfer effected pursuant to this section. [36/2014] (12) Upon fulfilling the assignor’s or the chargor’s obligations under an assignment by way of security or a charge, the assignor or the chargor is entitled to obtain from the assignee or chargee a re‑assignment or a discharge of charge (as the case may be) of the whole or part of the book‑entry securities. [36/2014] (13) A re‑assignment or discharge of charge is to be effected by the Depository by transferring the book‑entry securities to the assignor or cancelling the endorsement of charge in the register of charges and in the chargor’s account, as the case may be. [36/2014] (14) Book‑entry securities may be assigned by way of security by an assignee or charged in the prescribed form by a chargee to secure the payment of any debt or liability of the assignee or the chargee (as the case may be) in accordance with the provisions of this section provided that no book‑entry security may be charged by a chargee subsequent to any sub‑charge. [36/2014] (15) All acts, powers and rights which might previously have been done or exercised by the chargee thereunder in relation to the book‑entry securities may thereafter be done or exercised by the sub‑chargee, and, except with the consent of the sub‑chargee, must not be done or exercised by the chargee thereunder during the currency of the sub‑charge. [36/2014] (16) Upon the sale by the sub‑chargee in exercise of the sub‑chargee’s power of sale of any book‑entry securities in accordance with the provisions of this section, the provisions of subsection (11), in respect of a sale by a chargee, apply with the necessary modifications to the sale by the sub‑chargee. [36/2014] (17) Nothing in subsection (14) affects the rights or liabilities of the original assignor or chargor of the book‑entry securities under subsections (12) and (13) and the original assignor or chargor is entitled to a re‑assignment or discharge of charge from the assignee or chargee free from all subsequent security interests created without the original assignor’s or chargor’s consent upon satisfying the original assignor’s or chargor’s indebtedness or liability to the assignee or the chargee. [36/2014] (18) The provisions of section 81SN apply to relieve the Depository and its servants or agents of any liability in respect of any act done or omission made under this section as if references to depositor include references to assignee, chargee or sub‑chargee, as the case may be. [36/2014] (19) Nothing in this section affects the validity and operation of floating charges on book‑entry securities created under the common law before or after 12 November 1993, but the Depository is not required to recognise, even when having notice thereof, any equitable interest in any book‑entry securities under a floating charge except the power of the chargee, upon the crystallisation of the floating charge, to sell the book‑entry securities in the name of the chargor in accordance with the provisions of this section. [36/2014] (20) Nothing in subsection (19) is to be construed as imposing on the Depository a duty to ascertain whether the power of sale pursuant to a floating charge has become exercisable or has been lawfully exercised. [36/2014] (21) A member of SGX‑ST has a lien over the unpaid book‑entry securities purchased for the account of its customer which is enforceable by sale in accordance with and subject to the provisions of this section as if the same had been charged to the member under this section, except that the member is not obliged to notify the Depository of the sale or the particulars of the book‑entry securities sold by the member. [36/2014] (22) Any security interest on book‑entry securities created before 12 November 1993 and subsisting or in force on that date continues to have effect as if the Companies (Amendment) Act 1993 had not been enacted. [36/2014] (23) In this section, “off‑market transaction” means a transaction effected outside the SGX‑ST. [36/2014]


document_id: sfa-2001
provision_ref: s81ST
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81ST
title: Depository rules to be regarded as rules of approved exchange that are subject to this Act
content:
81ST. —(1) Depository rules in relation to the operation of the Central Depository System, including any amendments made thereto, are regarded as having the same force and effect as if made by an approved exchange and are likewise subject to the provisions of this Act. [36/2014; 4/2017] (2) Without limiting subsection (1), sections 23 and 25 apply to the depository rules under subsection (1) as they apply to rules made by an approved exchange. [36/2014; 4/2017]


document_id: sfa-2001
provision_ref: s81SU
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SU
title: Power of Authority to make regulations
content:
81SU. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations relating to — ( a ) rights and obligations of persons in relation to securities dealt with under the Central Depository System; ( b ) procedures for the deposit and custody of securities and the transfer of title to book‑entry securities and the regulation of persons concerned in that operation; ( c ) matters relating to security interest in book‑entry securities; ( d ) keeping of depositors’ accounts by the Depository and sub‑accounts by the depository agents; ( e ) keeping of the Depository Register and of records generally; ( f ) safeguards for depositors including the maintenance of insurance and the establishment and maintenance of compensation funds by the Depository for the purpose of settling claims by depositors; ( g ) matters relating to linkages between the Depository and other securities depositories (by whatever name called) established and maintained outside Singapore; ( h ) any requirement for fees charged by the Depository to be approved by the Authority; ( i ) the modification or exclusion of any provision of any written law, rule of law, any instrument or constitution; ( j ) the application, with such modifications as may be required, of the provisions of any written law, instrument or constitution; and ( k ) such supplementary, incidental, saving or transitional provisions as may be necessary or expedient. [36/2014] (2) Regulations made under this section may provide — ( a ) that the Authority may require the Depository to provide it with such information or documents as the Authority considers necessary for such approval; and ( b ) that any contravention of any specified provision in the regulations shall be an offence punishable with a fine not exceeding $150,000 and, in the case of a continuing offence, with a further fine not exceeding 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction. [36/2014]


document_id: sfa-2001
provision_ref: s81SV
chapter: PART 3AA - CENTRAL DEPOSITORY SYSTEM
section: 81SV
title: Power of Authority to issue written directions
content:
81SV. —(1) The Authority may, if it thinks it necessary or expedient in the public interest or for the protection of investors, issue written directions, either of a general or specific nature, to the Depository or the depository agent, to comply with such requirements as the Authority may specify in the written direction. [36/2014] (2) Without limiting subsection (1), any written direction may be issued with respect to the discharge of the duties or functions of the Depository or depository agent. [36/2014] (3) The Depository and the depository agent must comply with any direction made under subsection (1). [36/2014] (4) Before giving directions under subsection (1), the Authority may consult the Depository or the depository agent and afford it an opportunity to make representations. [36/2014] (5) It is not necessary to publish any direction given under subsection (1) in the Gazette . [36/2014]


document_id: sfa-2001
provision_ref: s81T
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81T
title: Objectives of this Part
content:
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; (i a ) 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] Division 1 &#x2014; Establishment of Approved Holding Companies


document_id: sfa-2001
provision_ref: s81U
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81U
title: Requirement for approval
content:
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]


document_id: sfa-2001
provision_ref: s81V
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81V
title: Application for approval
content:
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.


document_id: sfa-2001
provision_ref: s81W
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81W
title: Power of Authority to approve holding companies
content:
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.


document_id: sfa-2001
provision_ref: s81X
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81X
title: Annual fees payable by approved holding company
content:
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.


document_id: sfa-2001
provision_ref: s81Y
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81Y
title: Cancellation of approval
content:
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.


document_id: sfa-2001
provision_ref: s81Z
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81Z
title: Power of Authority to revoke approval
content:
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). Division 2 &#x2014; Regulation of Approved Holding Companies


document_id: sfa-2001
provision_ref: s81ZA
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZA
title: Obligation to notify Authority of certain matters
content:
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.


document_id: sfa-2001
provision_ref: s81ZB
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZB
title: Obligation to submit periodic reports
content:
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.


document_id: sfa-2001
provision_ref: s81ZC
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZC
title: Obligation to assist Authority
content:
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.


document_id: sfa-2001
provision_ref: s81ZD
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZD
title: Obligation to maintain confidentiality
content:
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.


document_id: sfa-2001
provision_ref: s81ZE
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZE
title: Control of substantial shareholding in approved holding companies
content:
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.


document_id: sfa-2001
provision_ref: s81ZF
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZF
title: Approval of chairperson, chief executive officer, director and key persons
content:
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.


document_id: sfa-2001
provision_ref: s81ZG
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZG
title: Listing of approved holding companies on organised market
content:
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.


document_id: sfa-2001
provision_ref: s81ZGA
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZGA
title: Information of insolvency, etc.
content:
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]


document_id: sfa-2001
provision_ref: s81ZGB
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZGB
title: Interpretation of sections 81ZGB to 81ZGG
content:
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]


document_id: sfa-2001
provision_ref: s81ZGC
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZGC
title: Action by Authority if approved holding company unable to meet obligations, etc.
content:
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]


document_id: sfa-2001
provision_ref: s81ZGD
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZGD
title: Effect of assumption of control under section 81ZGC
content:
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]


document_id: sfa-2001
provision_ref: s81ZGE
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZGE
title: Duration of control
content:
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]


document_id: sfa-2001
provision_ref: s81ZGF
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZGF
title: Responsibilities of officers, member, etc., of approved holding company
content:
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]


document_id: sfa-2001
provision_ref: s81ZGG
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZGG
title: Remuneration and expenses of Authority and others in certain cases
content:
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]


document_id: sfa-2001
provision_ref: s81ZH
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZH
title: Auditors of approved holding companies — appointment and duties
content:
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]


document_id: sfa-2001
provision_ref: s81ZHA
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZHA
title: Auditors of approved holding companies to report certain matters and irregularities to Authority
content:
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]


document_id: sfa-2001
provision_ref: s81ZHB
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZHB
title: Power of Authority to appoint auditor to examine and audit books of approved holding company
content:
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]


document_id: sfa-2001
provision_ref: s81ZHC
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZHC
title: Restriction on auditor’s and employee’s right to communicate certain matters
content:
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]


document_id: sfa-2001
provision_ref: s81ZI
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZI
title: Power of Authority to exempt approved holding company from provisions of this Part
content:
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]


document_id: sfa-2001
provision_ref: s81ZJ
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZJ
title: Disqualification or removal of director or executive officer
content:
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]


