# legal_provisions

document_id: fsma-2022
provision_ref: s18
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 18
title: Purposes of this Division
content:
18. The purposes of this Division are — ( a ) to enable the Authority to provide information to an AML/CFT authority of a foreign country in connection with the AML/CFT authority’s supervision of foreign financial institutions carrying on any financial activities in that country for compliance with the AML/CFT requirements of that country applicable to those institutions, including the taking of supervisory action against them for a contravention of those requirements; ( b ) to enable the Authority to provide information to a domestic authority in connection with — (i) an investigation into the commission or an alleged commission of an applicable offence by a person; (ii) an enforcement action against a person for the commission or an alleged commission of an applicable offence; or (iii) a supervisory action against a person regulated by the domestic authority for a contravention of an applicable AML/CFT requirement of Singapore; and ( c ) to enable an AML/CFT authority to carry out an inspection in Singapore of a financial institution over which the AML/CFT authority exercises consolidated supervision authority. Subdivision (2) &#x2014; Assistance to AML/CFT authorities


document_id: fsma-2022
provision_ref: s19
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 19
title: Conditions for provision of assistance to AML/CFT authority
content:
19. —(1) The Authority may, on the request of an AML/CFT authority of a foreign country, provide the assistance referred to in section 20 to the AML/CFT authority, if the Authority is satisfied that all of the following conditions are fulfilled: ( a ) the request is received by the Authority on or after the date of commencement of this Part; ( b ) the assistance is intended to enable the AML/CFT authority to carry out supervision or take supervisory action; ( c ) the AML/CFT authority has given a written undertaking that any information or copy of any information obtained as a result of the request will not be used for any purpose other than a purpose that is specified in the request and approved by the Authority; ( d ) the AML/CFT authority has given a written undertaking that the AML/CFT authority will not disclose to a third party any information or copy of any information obtained as a result of the request, unless the AML/CFT authority is compelled to do so by the law or a court of the foreign country, and that the AML/CFT authority will inform the Authority promptly if the AML/CFT authority is so compelled; ( e ) the AML/CFT authority has given a written undertaking to obtain the prior consent of the Authority before disclosing any information or copy of any information obtained as a result of the request to a third party, and to make such disclosure only in accordance with such conditions as may be imposed by the Authority; ( f ) the AML/CFT authority has given a written undertaking to otherwise protect the confidentiality of any information or copy of any information obtained pursuant to the request; ( g ) the request specifies — (i) the purpose of the request and the nature of the assistance being sought; (ii) the identity of the financial institution which has in its possession the information requested for; (iii) the relevance of the information requested to the supervision or supervisory action (as the case may be) of the AML/CFT authority; and (iv) any other information that may assist in giving effect to the request; ( h ) the type and amount of information requested for is proportionate to, and is of sufficient importance to, the carrying out of supervision or the taking of the supervisory action by the AML/CFT authority; ( i ) the matter to which the request relates is of sufficient gravity; ( j ) the AML/CFT authority has given or is willing to give an undertaking to the Authority to comply with a future request by the Authority to the AML/CFT authority for similar assistance; ( k ) the rendering of assistance will not be contrary to the national interest or public interest. (2) Despite subsection (1)( c ), ( d ), ( e ) and ( f ), the Authority may provide the assistance sought without any of the undertakings referred to in one or more of those provisions if — ( a ) none of the information requested for is protected information; and ( b ) the Authority considers it appropriate to provide the assistance in the circumstances of the case. (3) In considering whether to provide the assistance referred to in section 20 to an AML/CFT authority, the Authority may also have regard to the following: ( a ) if the request concerns a contravention of an AML/CFT requirement of a foreign country, whether the act or omission that is alleged to constitute the contravention would, if it had occurred in Singapore, have constituted a contravention of any direction issued under section 15 or 16, or any regulations made under section 192 for the purpose of section 15 or 16; ( b ) whether the AML/CFT authority has given or is willing to give an undertaking to the Authority to contribute towards the costs of providing the assistance.


document_id: fsma-2022
provision_ref: s20
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 20
title: Assistance that may be rendered to AML/CFT authority
content:
20. —(1) Despite the provisions of any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct, the Authority or any person authorised by the Authority may, in relation to a request by an AML/CFT authority for assistance, transmit to the AML/CFT authority any information in the possession of the Authority that is requested by the AML/CFT authority or a copy of the information. (2) The Authority or any person authorised by the Authority may, in relation to a request by an AML/CFT authority for assistance — ( a ) order any financial institution or any person who is or used to be a chief executive or director, or an executive officer, employee, agent or office-holder, of a financial institution to provide to the Authority any information requested by the AML/CFT authority which is in the possession or control of the financial institution or person (as the case may be) or a copy of that information, for transmission to the AML/CFT authority; or ( b ) request a domestic authority to provide to the Authority any information that is requested by the AML/CFT authority, or a copy of that information, for transmission to the AML/CFT authority. (3) An order under subsection (2)( a ) has effect despite any obligation of confidentiality or other restrictions on the disclosure of information imposed by any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct. (4) Nothing in this section requires an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893 — ( a ) to provide or transmit any information, or a copy of any information, that contains; or ( b ) to disclose, a privileged communication made by or to the advocate and solicitor or legal counsel in that capacity. (5) An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, who refuses to provide or transmit any information, or a copy of any information, that contains, or to disclose, any privileged communication must nevertheless give the name and address (if known) of the person to whom, or by or on behalf of whom, the privileged communication was made. Subdivision (3) &#x2014; Assistance to domestic authorities


document_id: fsma-2022
provision_ref: s21
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 21
title: Conditions for provision of assistance to domestic authority
content:
21. The Authority may, on the request of a domestic authority, provide the assistance referred to in section 22 to the domestic authority, if the Authority is satisfied that all of the following conditions, and all such other conditions as the Authority may determine, are fulfilled: ( a ) the request is received by the Authority on or after the date of commencement of this Part; ( b ) the assistance requested for is intended to enable the domestic authority to carry out any investigation, or take any enforcement action or supervisory action; ( c ) the type and amount of information requested for is proportionate to, and is of sufficient importance to, the investigation or enforcement action or supervisory action; ( d ) the matter to which the request relates is of sufficient gravity.


document_id: fsma-2022
provision_ref: s22
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 22
title: Assistance that may be rendered to domestic authority
content:
22. —(1) Despite the provisions of any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct, the Authority or any person authorised by the Authority may, in relation to a request by a domestic authority for assistance, transmit to the domestic authority any information in the possession of the Authority that is requested by the domestic authority or a copy of the information. (2) The Authority or any person authorised by the Authority may, in relation to a request by a domestic authority for assistance, order any financial institution or any person who is or used to be a chief executive or director, or an executive officer, employee, agent or office‑holder, of a financial institution to provide to the Authority any information requested by the domestic authority which is in the possession or control of the financial institution or person (as the case may be), or a copy of that information, for transmission to the domestic authority. (3) An order under subsection (2) has effect despite any obligation of confidentiality or other restrictions on the disclosure of information imposed by any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct. (4) Nothing in this section requires an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893 — ( a ) to provide or transmit any information, or a copy of any information, that contains; or ( b ) to disclose, a privileged communication made by or to the advocate and solicitor or legal counsel in that capacity. (5) An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, who refuses to provide or transmit any information, or a copy of any information, that contains, or to disclose, any privileged communication must nevertheless give the name and address (if known) of the person to whom, or by or on behalf of whom, the privileged communication was made. Subdivision (4) &#x2014; Additional provisions for
Subdivisions (2) and (3)


document_id: fsma-2022
provision_ref: s23
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 23
title: Offences under this Division
content:
23. —(1) A person shall be guilty of an offence if the person — ( a ) without reasonable excuse, refuses or fails to comply with an order made under section 20(2)( a ) or 22(2); ( b ) without reasonable excuse, refuses or fails to comply with section 20(5) or 22(5); or ( c ) in purported compliance with an order made under section 20(2)( a ) or 22(2) or with section 20(5) or 22(5), provides to the Authority any information, or copy of any information, known to the person to be false or misleading in a material particular. (2) A person who is guilty of an offence under subsection (1)( a ) or ( b ) shall be liable on conviction — ( a ) in any case where the person is an individual, to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 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; or ( b ) in any other case, 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. (3) A person who is guilty of an offence under subsection (1)( c ) shall be liable on conviction — ( a ) in any case where the person is an individual, to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both; or ( b ) in any other case, to a fine not exceeding $100,000.


document_id: fsma-2022
provision_ref: s24
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 24
title: Immunities
content:
24. —(1) No civil or criminal liability is incurred by any person for — ( a ) providing to the Authority any information or copy of any information, if the person had provided the information or copy with reasonable care and in good faith and in compliance with an order under section 20(2)( a ) or 22(2) or with section 20(5) or 22(5); or ( b ) doing or omitting to do any act, if the person had done or omitted to do the act with reasonable care and in good faith and for the purpose of complying with an order under section 20(2)( a ) or 22(2) or with section 20(5) or 22(5). (2) A person does not breach any restriction upon the disclosure of information imposed by any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct, if the person makes the disclosure with reasonable care and in good faith and in compliance with an order made under section 20(2)( a ) or 22(2) or with section 20(5) or 22(5).


document_id: fsma-2022
provision_ref: s25
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 25
title: Authority may provide assistance
content:
25. Despite the provisions of any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct, the Authority or any person authorised by the Authority may, on the Authority’s own motion, and subject to the satisfaction of such conditions as the Authority may determine, transmit any information in the possession of the Authority or a copy of the information, to — ( a ) an AML/CFT authority in connection with any supervision or supervisory action by the AML/CFT authority; or ( b ) a domestic authority in connection with an investigation, an enforcement action or a supervisory action by the domestic authority. Subdivision (5) &#x2014; Inspection by AML/CFT authority


document_id: fsma-2022
provision_ref: s26
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 26
title: Conditions for inspection by AML/CFT authority
content:
26. —(1) An AML/CFT authority may, with the prior written approval of the Authority and under conditions of secrecy, conduct an inspection in Singapore of the books of a financial institution in accordance with this section, if all of the following conditions are satisfied: ( a ) the financial institution is one over which the AML/CFT authority exercises consolidated supervision authority, and the inspection is solely for the purpose of such consolidated supervision; ( b ) the AML/CFT authority — (i) is prohibited by the laws applicable to it from disclosing information obtained by it in the course of the inspection to any other person, except when compelled to do so by the laws or a court of the country or territory where it is established; or (ii) has given to the Authority such written undertaking to protect the confidentiality of the information obtained as the Authority may require; ( c ) the AML/CFT authority has given a written undertaking to the Authority to comply with such conditions as the Authority may impose under subsection (3); ( d ) the AML/CFT authority has provided or is willing to provide similar assistance to the Authority. (2) The Authority may take into account other factors which the Authority considers relevant, besides the satisfaction of the conditions under subsection (1), when deciding whether or not to give its approval under that subsection. (3) The Authority may at any time, whether before, on or after giving its approval for an inspection under this section, impose conditions on the AML/CFT authority relating to — ( a ) the classes of information to which the AML/CFT authority may or may not have access in the course of inspection; ( b ) the conduct of the inspection; ( c ) the use or disclosure of any information obtained in the course of the inspection; and ( d ) such other matters as the Authority may determine. (4) An AML/CFT authority may, with the prior written approval of the Authority, appoint any person to conduct the inspection under subsection (1), and in such event, this section (other than this subsection) and sections 27 and 28 apply to the person, as if a reference to the AML/CFT authority in those sections includes a reference to the person. (5) For the purposes of ensuring the confidentiality of any information obtained in the course of an inspection by an AML/CFT authority under this section, each provision set out in a paragraph below applies, with the necessary modifications, to any official of the AML/CFT authority, and any person referred to in subsection (4), as if the official or person were a person set out against that provision in that paragraph: ( a ) section 47(1) of the Banking Act 1970 — an officer of a bank in Singapore (as defined in section 2(1) of that Act); ( b ) section 47(1) of the Banking Act 1970 as applied by section 55ZI(1) of that Act — an officer of a merchant bank in Singapore (as defined in section 2(1) of that Act); ( c ) section 49(1) of the Trust Companies Act 2005 — an officer of a licensed trust company (as defined in section 2 of that Act) in Singapore. (6) The Authority may, in relation to an inspection by an AML/CFT authority conducted or to be conducted under this section on a financial institution, at any time, by written notice to the financial institution impose such conditions or restrictions on the financial institution as the Authority thinks fit, and the financial institution must comply with such conditions or restrictions.


document_id: fsma-2022
provision_ref: s27
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 27
title: Duty of financial institution under inspection
content:
27. —(1) For the purposes of an inspection under section 26, and subject to subsection (2), the financial institution must — ( a ) give the AML/CFT authority access to such of the books of the financial institution; and ( b ) provide such information (including information relating to the internal control systems of the financial institution) and facilities, as the AML/CFT authority may require for the inspection. (2) The financial institution need not give the AML/CFT authority access to the books of the financial institution, or provide information or facilities, at such times or at such places as would unduly interfere with the proper conduct of the normal daily business of the financial institution. (3) Subsection (1) has effect despite any obligation of confidentiality or other restrictions on the disclosure of information imposed on the financial institution or any of its officers by any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct. (4) A financial institution that, without reasonable excuse, refuses or neglects to comply with 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. (5) No civil or criminal liability is incurred by a financial institution or any of its officers in respect of any obligation or restriction referred to in subsection (3) for doing or omitting to do any act, if the act is done or omitted to be done with reasonable care and in good faith and for the purpose of complying with subsection (1). (6) A financial institution that or any of its officers who, with reasonable care and in good faith, does or omits to do any act for the purpose of complying with subsection (1) is not to be treated as being in breach of any obligation or restriction referred to in subsection (3).


document_id: fsma-2022
provision_ref: s28
chapter: PART 4 - POWERS REGARDING INTERNATIONAL
section: 28
title: Confidentiality of inspection reports
content:
28. —(1) Except as provided in subsection (2), where a written report has been produced by an AML/CFT authority in respect of a financial institution following an inspection under section 26, and is provided by the AML/CFT authority to the financial institution, the report must not be disclosed to any person by — ( a ) the financial institution; or ( b ) any officer or auditor of the financial institution. (2) Disclosure of the report may be made — ( a ) by the financial institution to any officer or auditor of that financial institution solely in connection with the performance of the duties of the officer or auditor (as the case may be) in that financial institution; ( b ) by any officer or auditor of the financial institution to any other officer or auditor of that financial institution, solely in connection with the performance of their respective duties in that financial institution; ( c ) to the Authority, if requested by the Authority; or ( d ) to such other person as the Authority may approve in writing. (3) In granting approval for any disclosure under subsection (2)( d ), the Authority may impose such conditions or restrictions as the Authority thinks fit on the financial institution, any officer or auditor of that financial institution or the person to whom the disclosure is approved, and that financial institution, officer, auditor or person (as the case may be) must comply with those conditions or restrictions. (4) The obligations on an officer or auditor under subsections (1) and (3) continue after the termination or cessation of the employment or appointment of the officer or auditor by the financial institution. (5) A person who contravenes subsection (1), or fails to comply with any condition or restriction imposed by the Authority under subsection (3), shall be guilty of an offence and shall be liable on conviction — ( a ) in any case where the person is an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( b ) in any other case, to a fine not exceeding $250,000. (6) A person to whom the report is disclosed and who knows or has reasonable grounds for believing, at the time of the disclosure, that the report was disclosed to the person in contravention of subsection (1) shall be guilty of an offence and shall be liable on conviction — ( a ) in any case where the person is an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( b ) in any other case, to a fine not exceeding $250,000. (7) Where a person is charged with an offence under subsection (6), it is a defence for the person to prove that — ( a ) the disclosure was made contrary to the person’s desire; ( b ) where the disclosure was made in any written or printed form, the person had, as soon as practicable after receiving the report, surrendered, or taken all reasonable steps to surrender, the report and all copies of the report to the Authority; and ( c ) where the disclosure was made in an electronic form, the person had, as soon as practicable after receiving the report, taken all reasonable steps to ensure the deletion of all electronic copies of the report and the surrender of the report and all copies of the report in other forms to the Authority.


document_id: fsma-2022
provision_ref: s28A
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28A
title: Purpose of this Part
content:
28A. —(1) The purpose of this Part is to permit the disclosure, publication and sharing of certain information (despite any restriction against the disclosure, publication or sharing of that information imposed by law, contract or rules of professional conduct) between or amongst the persons mentioned in subsection (2), for any of the following purposes: ( a ) the prevention and detection of money laundering; ( b ) the prevention and detection of terrorism financing; ( c ) the prevention and detection of the financing of proliferation of weapons of mass destruction. (2) The persons mentioned in subsection (1) are any of the following: ( a ) any bank in Singapore or financial institution (other than a bank), to which this Part applies; ( b ) the Authority; ( c ) any STRO; ( d ) any person specified in the second column of Part 1 or 2 of the Third Schedule. (3) Any information disclosed, published or shared under this Part may only be used for a purpose mentioned in subsection (1), except as otherwise provided for in this Part. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28B
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28B
title: Interpretation of this Part
content:
28B. In this Part — “bank in Singapore” has the meaning given by section 2(1) of the Banking Act 1970; “beneficial owner”, in relation to a relevant party of a prescribed financial institution, means — ( a ) an individual who ultimately owns or controls the relevant party; ( b ) an individual who exercises ultimate effective control over the relevant party; or ( c ) an individual on whose behalf the relevant party carries out any transaction, or establishes any relationship, with the prescribed financial institution; “beneficiary institution” — ( a ) in relation to a wire transfer, means the bank in Singapore or other financial institution that receives the wire transfer from the ordering institution, directly or through an intermediary institution, and makes the funds available to the wire transfer beneficiary; and ( b ) in relation to a value transfer, means the bank in Singapore or other financial institution that receives the value transfer from the ordering institution, directly or through an intermediary institution, and makes one or more digital tokens available to the value transfer beneficiary; “capital markets products” has the meaning given by section 2(1) of the Securities and Futures Act 2001; “cover payment chain” means a chain of wire transfers each of which combines a payment message sent directly by the ordering institution to the beneficiary institution with the routing of the funding instruction from the ordering institution to the beneficiary institution through one or more intermediary institutions; “digital payment token” has the meaning given by section 2(1) of the Payment Services Act 2019; “digital token” means — ( a ) a digital payment token; or ( b ) a digital representation of a capital markets product which — (i) can be transferred, stored or traded electronically; and (ii) satisfies such other characteristics as the Authority may prescribe, but does not include an excluded digital token; “excluded digital token” means a digital token that is prescribed by the Authority as an excluded digital token; “high-risk indicators” has the meaning given by section 28G(7); “identifying information” means any of the following information: ( a ) full name, including any alias used; ( b ) date of birth, for an individual; ( c ) date of incorporation or registration, for a body corporate or unincorporate; ( d ) address or addresses, which must be — (i) for an individual, the address of the individual’s usual place of residence; or (ii) for a body corporate or unincorporate, the address of its registered office, the address of its principal place of business, or both; ( e ) contact details; ( f ) nationality, for an individual, or place of incorporation or registration, for a body corporate or unincorporate; ( g ) identification number, which must be — (i) for an individual — (A) an identity card number; (B) a passport number; (C) a taxpayer identification number; or (D) the number of any other document of identity issued by any government as evidence of the individual’s nationality or residence and bearing a photograph of the individual; or (ii) for a body corporate or unincorporate — (A) a registration number; or (B) the number of any other document issued by any government certifying the incorporation, registration or existence of the body corporate or unincorporate; ( h ) the type of identifying document referred to in paragraph ( g ) and the expiry date (if any) of the identifying document; ( i ) occupation, for an individual, or business, for a body corporate or unincorporate; ( j ) any other information that the Authority may prescribe; “intermediary institution” — ( a ) in relation to a wire transfer, means the bank in Singapore or other financial institution in a serial payment chain or cover payment chain that — (i) on behalf of an ordering institution — (A) receives a wire transfer from the ordering institution; and (B) transmits the wire transfer to — (BA) the beneficiary institution; or (BB) another intermediary institution; (ii) on behalf of a beneficiary institution — (A) receives a wire transfer from — (AA) the ordering institution; or (AB) another intermediary institution; and (B) transmits the wire transfer to the beneficiary institution; or (iii) on behalf of an intermediary institution ( A ) — (A) receives a wire transfer from A ; and (B) transmits the wire transfer to — (BA) the beneficiary institution; or (BB) another intermediary institution; and ( b ) in relation to a value transfer, means the bank in Singapore or other financial institution that — (i) on behalf of an ordering institution — (A) receives a value transfer from the ordering institution; and (B) transmits the value transfer to — (BA) the beneficiary institution; or (BB) another intermediary institution; (ii) on behalf of a beneficiary institution — (A) receives a value transfer from — (AA) the ordering institution; or (AB) another intermediary institution; and (B) transmits the value transfer to the beneficiary institution; or (iii) on behalf of an intermediary institution ( A ) — (A) receives a value transfer from A ; and (B) transmits the value transfer to — (BA) the beneficiary institution; or (BB) another intermediary institution; “limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005; “manager”, in relation to a limited liability partnership, has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005; “officer” — ( a ) in relation to a body corporate, includes — (i) a director, a secretary or an employee of the body corporate; (ii) a receiver or manager of any part of the undertaking of the body corporate appointed under a power contained in any instrument; and (iii) the liquidator of the body corporate appointed in a voluntary winding up; and ( b ) in relation to a body unincorporate (other than a partnership), means the president, the secretary, or any member of the committee of the body unincorporate, and includes — (i) any person holding a position analogous to that of president, secretary or member of a committee of the body unincorporate; and (ii) any person purporting to act in any such capacity; “ordering institution” — ( a ) in relation to a wire transfer, means the bank in Singapore or other financial institution that, upon receiving a request for a wire transfer by the wire transfer originator, initiates the wire transfer and transfers the funds on behalf of the wire transfer originator; and ( b ) in relation to a value transfer, means the bank in Singapore or other financial institution that, upon receiving a request for a value transfer by the value transfer originator, initiates the value transfer and transfers the digital tokens on behalf of the value transfer originator; “partner”, in relation to a limited liability partnership, has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005; “prescribed financial institution” means any of the following: ( a ) a bank in Singapore prescribed by regulations made under section 192 read with section 28C( a ); ( b ) a financial institution (other than a bank) prescribed by regulations made under section 192 read with section 28C( b ); “relationship”, in relation to a prescribed financial institution and a person, means the relationship between the prescribed financial institution and the person in the person’s capacity as a customer of the prescribed financial institution; “relevant party”, in relation to a prescribed financial institution, means a person who — ( a ) is a customer, seeks to be a customer or has been a customer of the prescribed financial institution; and ( b ) is either — (i) prescribed by regulations made under section 192 as a relevant party of that prescribed financial institution; or (ii) a member of a class of persons prescribed by regulations made under section 192 as relevant parties of the prescribed financial institution; “risk information”, in relation to a relevant party of a prescribed financial institution, means any of the following information or documents: ( a ) any particulars of the relevant party, including any identifying information of — (i) the relevant party; (ii) the authorised signatory or signatories of the relevant party; (iii) the beneficial owner or owners of the relevant party; (iv) any officer of the relevant party; (v) where the relevant party is a partnership, any partner of the relevant party; and (vi) where the relevant party is a limited liability partnership, any partner or manager of the relevant party; ( b ) any particulars of the relationship between the relevant party and the prescribed financial institution; ( c ) any particulars of any transaction the relevant party is a party to; ( d ) any particulars of the high-risk indicators in relation to the relevant party that the prescribed financial institution knows of; ( e ) the prescribed financial institution’s analysis of the high-risk indicators mentioned in paragraph ( d ); ( f ) any other information that the prescribed financial institution has obtained, or any other analysis that the prescribed financial institution has performed, for the purpose of assessing whether the relevant party may have been or may be concerned in money laundering, terrorism financing, or the financing of proliferation of weapons of mass destruction; ( g ) any documents evidencing any of the matters in paragraphs ( a ) to ( f ); ( h ) any other information or documents that the Authority may prescribe; “serial payment chain” means a direct sequential chain of payment where the wire transfer and accompanying payment message travel together from the ordering institution to the beneficiary institution, directly or through one or more intermediary institutions; “STRO” means any Suspicious Transaction Reporting Officer as defined in section 2(1) of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992; “threshold criteria”, in relation to a prescribed financial institution, means the criteria issued by the Authority under section 28G(1)( a ) to the prescribed financial institution; “value transfer” means any transaction carried out on behalf of a value transfer originator through a financial institution by electronic means with a view to making one or more digital tokens available to a value transfer beneficiary, irrespective of whether the value transfer originator and the value transfer beneficiary are the same person; “value transfer beneficiary” means the person who is identified by the value transfer originator as the receiver of the digital tokens to be transferred in a value transfer; “value transfer originator” means — ( a ) a person who holds an account containing digital tokens with a financial institution and who allows a value transfer from that account; or ( b ) a person who does not hold an account containing digital tokens with a financial institution, but who requests the financial institution to initiate a value transfer; “wire transfer” means any transaction carried out on behalf of a wire transfer originator through a financial institution by electronic means with a view to making an amount of funds available to a wire transfer beneficiary, irrespective of whether the wire transfer originator and the wire transfer beneficiary are the same person; “wire transfer beneficiary” means the person who is identified by the wire transfer originator as the receiver of the funds to be transferred in a wire transfer; “wire transfer originator” means — ( a ) a person who holds an account containing funds with a financial institution and who allows a wire transfer from that account; or ( b ) a person who does not hold an account containing funds with a financial institution, but who requests the financial institution to initiate a wire transfer. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28C
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28C
title: Prescribed financial institutions
content:
28C. For the purposes of this Part, the Authority may by regulations made under section 192 prescribe — ( a ) a bank in Singapore as a bank in Singapore to which this Part applies; and ( b ) a financial institution (other than a bank) as a financial institution to which this Part applies. [Act 19 of 2023 wef 01/04/2024] Division 2 &#x2014; Disclosure of risk information


document_id: fsma-2022
provision_ref: s28D
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28D
title: Request for risk information
content:
28D. —(1) Subject to this section, a prescribed financial institution (called in this section the requester) may request from another prescribed financial institution (called in this section the discloser) any risk information relating to — ( a ) a relevant party of the requester which the requester knows or has reason to believe is a relevant party of the discloser; ( b ) a relevant party of the requester, where the requester knows that the relevant party is a party to a wire transfer or value transfer in respect of which the discloser is — (i) the ordering institution; (ii) the intermediary institution; or (iii) the beneficiary institution, the wire transfer beneficiary or the value transfer beneficiary; ( c ) a relevant party ( A ) of the discloser, where the requester knows that a relevant party of the requester and A are counterparties to a wire transfer or value transfer in respect of which the discloser is — (i) the ordering institution; or (ii) the beneficiary institution; ( d ) a relevant party of the requester, where the requester knows that the relevant party is a party to a series of wire transfers or value transfers in respect of which for any wire transfer in the series of wire transfers or value transfer in the series of value transfers (as the case may be), the discloser is — (i) the ordering institution; (ii) the intermediary institution; or (iii) the beneficiary institution, the wire transfer beneficiary or the value transfer beneficiary; or ( e ) a relevant party ( B ) of the discloser, where the requester knows that a relevant party of the requester and B are counterparties to a series of wire transfers or value transfers in respect of which for any wire transfer in the series of wire transfers or value transfer in the series of value transfers (as the case may be), the discloser is — (i) the ordering institution; or (ii) the beneficiary institution. (2) A requester must be satisfied of the following before making a request under subsection (1): ( a ) the threshold criteria for the request applicable to the requester are satisfied; ( b ) in the case of a request under paragraph ( b ) or ( c ) of subsection (1), that at least one high-risk indicator of the requester’s relevant party considered by the requester in determining that the threshold criteria are satisfied relates to the wire transfer or value transfer in respect of which the request under that paragraph was made; ( c ) in the case of a request under paragraph ( d ) or ( e ) of subsection (1), that at least one high-risk indicator of the requester’s relevant party considered by the requester in determining that the threshold criteria are satisfied relates to the series of wire transfers or value transfers in respect of which the request under that paragraph was made. (3) A request mentioned in subsection (1) must — ( a ) disclose the threshold criteria applicable to the requester and identify the high-risk indicators of the requester’s relevant party that the requester has considered in determining that the threshold criteria applicable to the requester are satisfied; ( b ) contain a statement to the effect that the requester is satisfied that the threshold criteria applicable to the requester are satisfied; and ( c ) explain how the risk information requested would assist the requester in assessing whether the relevant party of the requester mentioned in subsection (1) may have been or may be concerned in money laundering, terrorism financing, or the financing of proliferation of weapons of mass destruction. (4) A requester may, in making a request under subsection (1), disclose any risk information that the requester considers necessary to — ( a ) comply with subsection (3); or ( b ) enable the discloser to identify the risk information that is being requested and to comply with the request. (5) Subject to subsection (6), a discloser that has the risk information requested may disclose that risk information. (6) Before disclosing any risk information under subsection (5), the discloser must be satisfied of all of the following: ( a ) the threshold criteria applicable to the requester are satisfied; ( b ) the risk information requested is necessary to assist the requester to assess whether the relevant party of the requester mentioned in subsection (1) may have been or may be concerned in money laundering, terrorism financing, or the financing of proliferation of weapons of mass destruction, as explained by the requester under subsection (3)( c ); ( c ) the kind and amount of risk information requested for is proportionate, having regard to the likelihood that the relevant party of the requester mentioned in subsection (1) may have been or may be concerned in money laundering, terrorism financing, or the financing of proliferation of weapons of mass destruction, as explained by the requester under subsection (3)( c ). (7) A discloser that declines to disclose the risk information requested because the discloser is not satisfied of one or more of the matters referred to in subsection (6), must notify the requester of the discloser’s decision and the discloser’s reasons for the decision. (8) A discloser may disclose any other risk information that it has if the discloser is satisfied that the other risk information is related to the requester’s request and will assist the requester to assess whether the relevant party of the requester mentioned in subsection (1) may have been or may be concerned in money laundering, terrorism financing, or the financing of proliferation of weapons of mass destruction. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28E
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28E
title: Provision of risk information
content:
28E. —(1) Subject to this section, a prescribed financial institution (called in this section the discloser) may on its own motion disclose to another prescribed financial institution (called in this section the recipient) any risk information relating to — ( a ) a relevant party of the discloser which the discloser knows or has reason to believe is a relevant party of the recipient; ( b ) a relevant party of the discloser, where the discloser knows that the relevant party is a party to a wire transfer or value transfer in respect of which the recipient is — (i) the ordering institution; (ii) the intermediary institution; or (iii) the beneficiary institution, the wire transfer beneficiary or the value transfer beneficiary; ( c ) a relevant party ( A ) of the recipient, where the discloser knows that a relevant party of the discloser and A are counterparties to a wire transfer or value transfer in respect of which the recipient is — (i) the ordering institution; or (ii) the beneficiary institution; ( d ) a relevant party of the discloser, where the discloser knows that the relevant party is a party to a series of wire transfers or value transfers in respect of which for any wire transfer in the series of wire transfers or value transfer in the series of value transfers (as the case may be), the recipient is — (i) the ordering institution; (ii) the intermediary institution; or (iii) the beneficiary institution, the wire transfer beneficiary or the value transfer beneficiary; or ( e ) a relevant party ( B ) of the recipient, where the discloser knows that a relevant party of the discloser and B are counterparties to a series of wire transfers or value transfers in respect of which for any wire transfer in the series of wire transfers or value transfer in the series of value transfers (as the case may be), the recipient is — (i) the ordering institution; or (ii) the beneficiary institution. (2) A discloser must be satisfied of the following before making a disclosure under subsection (1): ( a ) the threshold criteria for the disclosure applicable to the discloser are satisfied; ( b ) in the case of a disclosure under paragraph ( b ) or ( c ) of subsection (1), that at least one high-risk indicator of the discloser’s relevant party considered by the discloser in determining that the threshold criteria are satisfied relates to the wire transfer or value transfer in respect of which the disclosure under that paragraph was made; ( c ) in the case of a disclosure under paragraph ( d ) or ( e ) of subsection (1), that at least one high-risk indicator of the discloser’s relevant party considered by the discloser in determining that the threshold criteria are satisfied relates to the series of wire transfers or value transfers in respect of which the disclosure under that paragraph was made. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28F
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28F
title: Publication on electronic information sharing system
content:
28F. —(1) Subject to this section, a prescribed financial institution (called in this section a lister) that — ( a ) has made a suspicious transaction report in respect of any property; and ( b ) has — (i) declined to establish a relationship, or decided to decline to establish a relationship, with a relevant party connected to the property; or (ii) terminated a relationship, or decided to terminate a relationship, with a relevant party connected to the property, may publish any risk information that the Authority may specify relating to the relevant party connected to the property to all prescribed financial institutions on the electronic information sharing system established under section 28N(1). (2) Before making a publication under subsection (1), the lister must be satisfied that the threshold criteria for publication applicable to the lister are satisfied. (3) Any prescribed financial institution may access the risk information published by the lister under subsection (1). (4) For the purposes of this section, a relevant party is connected to a property if — ( a ) the property is owned or controlled, directly or indirectly, by the relevant party; or ( b ) where the property is — (i) the subject of a transaction that is a wire transfer, the relevant party is the wire transfer originator or wire transfer beneficiary; and (ii) the subject of a transaction that is a value transfer, the relevant party is the value transfer originator or value transfer beneficiary. (5) In this section, “suspicious transaction report” means a disclosure under section 45(1) of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28G
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28G
title: Threshold criteria and high-risk indicators
content:
28G. —(1) The Authority must issue to each prescribed financial institution ( A ) — ( a ) the criteria applicable to A for determining whether — (i) risk information relating to a relevant party may be requested by A under section 28D; and (ii) risk information relating to a relevant party may be disclosed by A under section 28E, or published by A under section 28F; and ( b ) the high-risk indicators of relevant parties of A that must be considered in determining whether the threshold criteria applicable to A are satisfied. (2) Subject to subsection (3) — ( a ) the criteria mentioned in subsection (1)( a ) must not be divulged by A or any officer of A except — (i) as permitted by section 28D, 28E or 28F; (ii) as required by a written notice issued under section 28H to correct an error or omission in risk information disclosed under section 28D or 28E, or published under section 28F; or (iii) as expressly permitted by the Authority; and ( b ) the high-risk indicators mentioned in subsection (1)( b ) must not be divulged by A or any officer of A except — (i) as permitted by section 28D, 28E or 28F; (ii) as required by a written notice issued under section 28H to correct an error or omission in risk information disclosed under section 28D or 28E, or published under section 28F; or (iii) as expressly permitted by the Authority. (3) The criteria and high-risk indicators mentioned in subsection (1) may be divulged — ( a ) by A to any officer of A solely in connection with the performance of the duties of the officer in A ; and ( b ) by any officer of A to any other officer of A , solely in connection with the performance of their duties in A . (4) The Authority may issue the criteria under subsection (1)( a ) or the high-risk indicators under subsection (1)( b ) (or both) to a class of prescribed financial institutions and if so, the Authority is to inform each prescribed financial institution of that class of that fact and the identity of the members of that class. (5) The obligation under subsection (2) applies to any officer of the prescribed financial institution despite the officer’s subsequent cessation of appointment or employment as an officer of the prescribed financial institution. (6) A person that contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( b ) in any other case, to a fine not exceeding $1 million. (7) In this section, “high-risk indicators”, in relation to a relevant party of a prescribed financial institution, means — ( a ) any behaviour of the relevant party of the prescribed financial institution; or ( b ) any circumstance, that indicates a high risk that the relevant party of the prescribed financial institution may have been or may be concerned in money laundering, terrorism financing, or the financing of proliferation of weapons of mass destruction. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28H
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28H
title: Power of Authority to issue written notice
content:
28H. —(1) The Authority may, if it thinks it necessary or expedient for the effective administration of this Part, issue a written notice, either of a general or specific nature, to any prescribed financial institution or any class of prescribed financial institutions, to comply with any requirement that the Authority may specify in the notice, relating to any request for, access to, disclosure of or publication of any risk information under section 28D, 28E or 28F. (2) Without limiting subsection (1), such a notice may be issued — ( a ) with respect to — (i) the measures to be taken to ensure the accuracy and completeness of any risk information requested for, accessed, disclosed or published under section 28D, 28E or 28F (called in this section specified risk information), including the measures to be taken to correct any error or omission in any specified risk information and a requirement to notify the Authority as soon as practicable after any such error or omission comes to the knowledge of the prescribed financial institution; (ii) the protection of specified risk information from unauthorised use and disclosure, including the systems and processes to be established to keep any specified risk information confidential; (iii) the form and manner of any disclosure or publication of risk information under section 28D, 28E or 28F; and (iv) the records to be kept in relation to any request for, access to, disclosure of or publication of any risk information under section 28D, 28E or 28F; and ( b ) to require any person that contravenes, has contravened, or is likely to contravene any provision of this Part, the contravention of which is an offence, to implement, within the time frame specified in the notice, the measures specified in the notice for the purpose of rectifying, remediating or mitigating the consequences of the contravention or to prevent the contravention of that provision, as the case may be. (3) It is not necessary to publish any written notice issued under subsection (1) in the Gazette . (4) The Authority may at any time vary, rescind or revoke any written notice issued under subsection (1). (5) A prescribed financial institution that fails to comply with any requirement applicable to it specified in a written notice issued under subsection (1) shall be guilty of an offence and shall be liable on conviction — ( a ) to a fine not exceeding $1 million; and ( b ) in the case of a continuing offence, to a further fine of $100,000 for every day or part of a day during which the offence continues after conviction. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28I
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28I
title: Immunity and negation of secrecy obligations
content:
28I. A prescribed financial institution or an officer of a prescribed financial institution authorised to act for the prescribed financial institution, or both — ( a ) may — (i) in accordance with the provisions of section 28D, 28E or 28F; or (ii) as required by a written notice issued under section 28H, for the purpose of correcting an error or omission in risk information — (A) disclosed under section 28D or 28E; or (B) published under section 28F, disclose or publish (as the case may be) any risk information relating to any relevant party despite any obligation as to secrecy or other restrictions upon the disclosure of information imposed by any written law, rule of law, contract or rule of professional conduct; and ( b ) is or are not liable for any loss arising out of the disclosure or publication, or any act or omission in consequence of the disclosure or publication if the disclosure or publication was — (i) made or published (as the case may be) with reasonable care and in good faith; and (ii) made or published (as the case may be) either — (A) in accordance with section 28D, 28E or 28F; or (B) as required by a written notice issued under section 28H, for the purpose of correcting an error or omission in risk information — (BA) disclosed under section 28D or 28E; or (BB) published under section 28F. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28J
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28J
title: False or misleading disclosures
content:
28J. A prescribed financial institution, or an officer of the prescribed financial institution, that knowingly or recklessly — ( a ) discloses any risk information under section 28D or 28E; ( b ) publishes any risk information under section 28F; or ( c ) makes any correction to the risk information mentioned in paragraph ( a ) or ( b ), that is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction — ( d ) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( e ) in any other case, to a fine not exceeding $1 million. [Act 19 of 2023 wef 01/04/2024] Division 3 &#x2014; Access to and use of risk information disclosed


document_id: fsma-2022
provision_ref: s28K
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28K
title: Use of disclosed risk information by prescribed financial institution
content:
28K. —(1) A prescribed financial institution must not disclose any risk information that it receives or accesses under this Part to any other person except as expressly provided for in subsection (2) or (3). (2) A prescribed financial institution may, for a purpose specified in the first column of Part 1 of the Third Schedule, disclose — ( a ) any risk information that the prescribed financial institution receives under section 28D or 28E; ( b ) any risk information that the prescribed financial institution accesses under section 28F; or ( c ) any correction to any risk information mentioned in paragraph ( a ) or ( b ), to a person or class of persons specified in the second column of Part 1 of the Third Schedule. (3) A prescribed financial institution may, for a purpose specified in the first column of Part 2 of the Third Schedule, disclose — ( a ) any risk information that the prescribed financial institution receives under section 28D or 28E; ( b ) any risk information that the prescribed financial institution accesses under section 28F; or ( c ) any correction to any risk information mentioned in paragraph ( a ) or ( b ), to a person specified in the second column of Part 2 of the Third Schedule but subject to the restrictions and conditions specified in the third column of that Part of that Schedule. (4) A person in Singapore that is specified in the second column of Part 2 of the Third Schedule must not disclose any risk information that the person receives from a prescribed financial institution under this Part unless the person is required to do so by an order of court. (5) In this section and the Third Schedule — ( a ) where disclosure of risk information is authorised under the Third Schedule to be made to any person that is a body corporate, risk information may be disclosed to any officer of the body corporate as may be necessary for the purpose for which the disclosure is authorised under that Schedule; ( b ) the obligation under subsection (1) — (i) applies to any officer of the prescribed financial institution who received the risk information mentioned in that subsection for the prescribed financial institution or had access to the risk information; and (ii) continues despite the officer’s subsequent cessation of appointment or employment as an officer of the prescribed financial institution; and ( c ) the obligation under subsection (4) — (i) applies to any officer in Singapore of a person in Singapore that is a body corporate, who received the risk information mentioned in that subsection for the body corporate or had access to the risk information; and (ii) continues despite the officer’s subsequent cessation of appointment or employment as an officer of the body corporate. (6) A person who contravenes subsection (1), subsection (1) (as applied by subsection (5)( b )), subsection (4) or subsection (4) (as applied by subsection (5)( c )) shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( b ) in any other case, to a fine not exceeding $250,000. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28L
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28L
title: Use of disclosed risk information by Authority and STROs
content:
28L. —(1) The Authority is entitled — ( a ) to a copy of every disclosure of risk information made by a prescribed financial institution under section 28D or 28E, including any correction to such risk information; and ( b ) to access every publication of risk information by a prescribed financial institution under section 28F, including any correction to such risk information. (2) The Authority may only use the risk information mentioned in subsection (1) for the purpose of detecting and preventing — ( a ) money laundering; ( b ) terrorism financing; or ( c ) the financing of proliferation of weapons of mass destruction. (3) Without limiting subsection (2), the Authority may disclose any risk information mentioned in subsection (1) to another prescribed financial institution for the purpose of detecting and preventing any of the matters specified in subsection (2)( a ), ( b ) or ( c ). (4) The Authority may give any STRO access to all or any risk information disclosed or published (including any correction to such risk information) on the electronic information sharing system established and maintained under section 28N(1), for the purpose of detecting and preventing any of the matters specified in subsection (2)( a ), ( b ) or ( c ). (5) To avoid doubt, subsections (2) and (4) do not prevent the disclosure of any information by the Authority under and in accordance with Division 2 of Part 4. [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s28M
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28M
title: Application of sections 21 and 22 of Personal Data Protection Act 2012
content:
28M. Sections 21 and 22 of the Personal Data Protection Act 2012 do not apply to a prescribed financial institution in relation to any personal data about an individual that is in the possession or under the control of the prescribed financial institution if — ( a ) the personal data was risk information received by the prescribed financial institution under section 28D or 28E, including any correction to such risk information; or ( b ) the personal data was risk information accessed by the prescribed financial institution under section 28F, including any correction to such risk information. [Act 19 of 2023 wef 01/04/2024] Division 4 &#x2014; Electronic information sharing system


document_id: fsma-2022
provision_ref: s28N
chapter: PART 4A - INFORMATION SHARING SCHEME FOR
section: 28N
title: Establishment of electronic information sharing system
content:
28N. —(1) The Authority must establish and maintain an electronic information sharing system for the purpose of — ( a ) enabling requests for risk information under section 28D to be made by prescribed financial institutions; ( b ) enabling disclosures of risk information under sections 28D and 28E to be disclosed and received by prescribed financial institutions; ( c ) enabling disclosures of risk information under section 28F to be published and accessed by prescribed financial institutions; ( d ) enabling corrections to any error or omission in the risk information mentioned in paragraph ( b ) or ( c ) to be made; and ( e ) keeping a record of the requests, disclosures and corrections mentioned in paragraphs ( a ) to ( d ). (2) Subject to subsection (3), any request for risk information made under section 28D, any disclosure of risk information made under section 28D or 28E, any publication of risk information under section 28F, and any correction to any error or omission in such risk information, must be made — ( a ) using the electronic information sharing system established under subsection (1); and ( b ) in accordance with the rules for use of the electronic information sharing system established under subsection (1) published by the Authority. (3) If — ( a ) any request for risk information under section 28D; ( b ) any disclosure of risk information under section 28D or 28E; ( c ) any publication of risk information under section 28F; or ( d ) any correction to any error or omission in the risk information mentioned in paragraph ( b ) or ( c ), cannot be made using the electronic information sharing system established under subsection (1) (whether because of a failure or unavailability of or interruption to the electronic information sharing system or otherwise), the prescribed financial institution may make the request, disclosure, publication or correction in the manner specified in any direction published by the Authority. (4) If any publication of risk information under section 28F (including any correction to any error or omission in such risk information) cannot be accessed by any prescribed financial institution, the Authority must provide reasonable alternative means by which the risk information may be accessed by the prescribed financial institution. (5) Where a prescribed financial institution informs the Authority that the prescribed financial institution refuses to comply with any rules for use of the electronic information sharing system mentioned in subsection (2)( b ), the Authority may refuse to grant the prescribed financial institution access to the electronic information sharing system. (6) Where a prescribed financial institution fails to comply with any rules for use of the electronic information sharing system mentioned in subsection (2)( b ), the Authority may terminate, suspend or restrict the prescribed financial institution’s access to the electronic information sharing system. (7) To avoid doubt, the Authority may — ( a ) use the electronic information sharing system established under subsection (1) to disseminate any risk information mentioned in section 28L(1) to another prescribed financial institution for the purpose of detecting or preventing any of the matters specified in section 28L(2)( a ), ( b ) or ( c ); ( b ) allow a prescribed financial institution to use the electronic information sharing system established under subsection (1) to communicate with another prescribed financial institution in relation to — (i) any request for risk information under section 28D; (ii) any disclosure of risk information under section 28D or 28E; (iii) any publication of risk information under section 28F; or (iv) any correction to any error or omission in the risk information mentioned in sub-paragraph (ii) or (iii); or ( c ) use the electronic information sharing system established under subsection (1) to analyse any risk information mentioned in section 28L(1) for the purpose of detecting or preventing any of the matters specified in section 28L(2)( a ), ( b ) or ( c ). [Act 19 of 2023 wef 01/04/2024]


document_id: fsma-2022
provision_ref: s29
chapter: PART 5 - TECHNOLOGY RISK MANAGEMENT
section: 29
title: Power of Authority in relation to technology risk management
content:
29. —(1) The Authority may, from time to time, issue such directions, or make such regulations under section 192, concerning any financial institution or class of financial institutions as the Authority considers necessary for — ( a ) the management of technology risks, including cyber security risks; ( b ) the safe and sound use of technology to deliver financial services; and ( c ) the safe and sound use of technology to protect data. (2) A financial institution that fails to comply with a direction issued to the financial institution under subsection (1) or contravenes any regulations mentioned in that subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine of $100,000 for every day or part of a day during which the offence continues after conviction.


document_id: fsma-2022
provision_ref: s30
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 30
title: Interpretation of this Part
content:
30. In this Part, unless the context otherwise requires — “approved dispute resolution scheme” means a dispute resolution scheme approved by the Authority under section 31(1); “operator”, in relation to a dispute resolution scheme approved under section 31(1), means a person who administers a dispute resolution scheme; “terms of reference”, in relation to an approved dispute resolution scheme, means the terms which define the scope, application, operations and procedures of the approved dispute resolution scheme.


document_id: fsma-2022
provision_ref: s31
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 31
title: Approval of dispute resolution schemes
content:
31. —(1) For the purposes of this Part, the Authority may approve any dispute resolution scheme for the resolution of disputes arising from or relating to the provision of financial services by financial institutions. (2) An application for approval of a dispute resolution scheme must — ( a ) be made by the person who intends to administer the dispute resolution scheme as its operator; ( b ) be made in such form and manner as the Authority may specify; ( c ) be accompanied by an application fee (if prescribed); ( d ) be accompanied by the proposed terms of reference for the dispute resolution scheme; and ( e ) provide any information or document as the Authority may require for the purposes of the application. (3) The approval of a dispute resolution scheme on an application made under subsection (2) is subject to such conditions as may be prescribed or as may be specified by the Authority, or both. (4) The Authority may refuse to approve an application for a dispute resolution scheme made under subsection (2) if — ( a ) the applicant of the dispute resolution scheme does not meet the prescribed requirements; ( b ) the proposed terms of reference for the dispute resolution scheme do not meet the prescribed requirements; ( c ) the applicant has not provided the Authority with the information or documents required by the Authority for the purposes of the application; ( d ) the applicant has provided to the Authority any false or misleading information or document; ( e ) the Authority has reason to believe that the applicant — (i) will not administer the dispute resolution scheme efficiently, honestly or fairly; or (ii) may not act in the interests of the members of the dispute resolution scheme or consumers; or ( f ) the Authority is of the opinion that it would be contrary to the public interest to approve the dispute resolution scheme.


document_id: fsma-2022
provision_ref: s32
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 32
title: Approval of chief executive officer and directors of dispute resolution scheme operator
content:
32. —(1) It is a condition of an approval for any dispute resolution scheme approved under section 31(1) that the operator of an approved dispute resolution scheme must not appoint a person as its chief executive officer or director without the prior approval of the Authority. (2) Without limiting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed or as the Authority may notify in writing to the operator of the dispute resolution scheme.


document_id: fsma-2022
provision_ref: s33
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 33
title: Removal of chief executive officer or director of dispute resolution scheme operator
content:
33. —(1) Despite the provisions of any other written law, where the Authority is satisfied that an individual appointed as chief executive officer or director of an operator of an approved dispute resolution scheme is not a fit and proper person under the Guidelines on Fit and Proper Criteria to be a chief executive officer or director (as the case may be) of the operator, the Authority may, by written notice to the operator, direct the operator to remove the chief executive officer or director (as the case may be) from his or her office or employment within such period as may be specified by the Authority in the notice, and the operator must comply with the notice. (2) Without affecting any other matter that the Authority may consider relevant, in assessing whether to direct an operator to remove an individual under subsection (1), the Authority may consider any matter which the Authority considers relevant, including (but not limited to) whether — ( a ) the individual has wilfully contravened or wilfully caused the operator to contravene any provision of this Act; ( b ) the individual has, without reasonable excuse, failed to secure the compliance of the operator with this Act; ( c ) the individual has failed to discharge any of the duties of his or her office or employment; or ( d ) the individual’s removal is necessary in the public interest or for the protection of investors. (3) Before directing an operator to remove an individual under subsection (1), the Authority must give both the operator and the affected 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 ) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of this Part — (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.


document_id: fsma-2022
provision_ref: s34
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 34
title: Appeals to Minister
content:
34. An operator, or a chief executive officer or director of an operator, who is aggrieved by a decision of the Authority under section 33(1) may, within 30 days after receiving the direction, appeal in writing to the Minister, whose decision is final.


document_id: fsma-2022
provision_ref: s35
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 35
title: Approval of amendment to constitution of dispute resolution scheme operator
content:
35. It is a condition of an approval for any dispute resolution scheme approved under section 31(1) that the operator of the approved dispute resolution scheme that is a company must not amend its constitution without the prior approval of the Authority.


document_id: fsma-2022
provision_ref: s36
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 36
title: Requirement for financial institution to be member of approved dispute resolution scheme
content:
36. —(1) The Authority may, by regulations made under section 192, require a financial institution to be a member of such approved dispute resolution scheme and to comply with such terms of membership of the scheme as may be prescribed. (2) A financial institution that, without reasonable excuse, contravenes any regulations mentioned in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. (3) Where the Authority is satisfied that a financial institution has contravened any regulations mentioned in subsection (1), the Authority may do one or both of the following: ( a ) if the Authority thinks it necessary in the public interest or for the protection of consumers, reprimand the financial institution; ( b ) impose on the financial institution under this Act or any other MAS scheduled Act under which the financial institution is licensed, approved, authorised, designated, recognised, registered, or otherwise regulated, or exempted from being licensed, approved, authorised, designated, recognised, registered or regulated, such conditions or restrictions, on its licence, approval, authorisation, designation, recognition, registration, or exemption under that Act as the Authority thinks fit, including restricting the scope of the activities which the financial institution is allowed to conduct under that Act; and the financial institution must comply with those conditions or restrictions. (4) Any power of the Authority under the Act referred to in subsection (3)( b ) to impose conditions or restrictions on the licence, approval, authorisation, designation, recognition, registration, or exemption is, despite anything to the contrary in that Act, deemed to include the power to impose the conditions or restrictions referred to in subsection (3)( b ).


document_id: fsma-2022
provision_ref: s37
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 37
title: Protection from personal liability
content:
37. No liability shall lie against any mediator, adjudicator or employee of an operator of an approved dispute resolution scheme, for doing or omitting to do any act, if the act is done or omitted to be done with reasonable care and in good faith in the course of or in connection with any mediation or adjudication of a dispute under the approved dispute resolution scheme.


document_id: fsma-2022
provision_ref: s38
chapter: PART 6 - DISPUTE RESOLUTION SCHEMES
section: 38
title: Regulations for this Part
content:
38. —(1) Regulations may be made under section 192 — ( a ) to provide for the matters that the Authority may have regard to in determining whether to approve a dispute resolution scheme under section 31(1); ( b ) to prescribe a list of dispute resolution schemes approved under section 31(1); ( c ) to provide for the suspension or cancellation of approvals under section 31(1); ( d ) to provide for the conditions for approval of a dispute resolution scheme including for matters relating to the constitution of the management of an operator of an approved dispute resolution scheme, and the operations of an operator of an approved dispute resolution scheme, including the standards or requirements of its operations, the fees that may be charged for its dispute resolution services, the records that must be kept, the period of retention of the records, the reports that are to be submitted to the Authority, the time for such submission, the terms of membership with the scheme, the procedure for dispute resolution and other matters relating to the administration of the scheme; and ( e ) to generally to give effect to or for carrying out the purposes of this Part. (2) Regulations made for the purposes of subsection (1) may provide that any contravention of any specified provision of the regulations shall be an offence punishable (despite section 192(2)( d )) with a fine not exceeding $50,000.


document_id: fsma-2022
provision_ref: s39
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 39
title: Application and interpretation of this Part
content:
39. —(1) This Part applies to, and in relation to, every relevant financial institution. (2) In this Part, unless the context otherwise requires — “chief executive”, in relation to a relevant financial institution, means any person, by whatever name called, who — ( a ) is in the direct employment of, or acting for or by arrangement with, the relevant financial institution; and ( b ) is principally responsible for the management and conduct of the business of the relevant financial institution; “Court” means the General Division of the High Court; “director”, in relation to a relevant financial institution, includes — ( a ) any person, by whatever name called, occupying the position of director of the relevant financial institution; ( b ) a person in accordance with whose directions or instructions the directors of the relevant financial institution are accustomed to act; and ( c ) an alternate director, or a substitute director, of the relevant financial institution; “executive officer”, in relation to a relevant financial institution, means any person, by whatever name called, who — ( a ) is in the direct employment of, or acting for or by arrangement with, the relevant financial institution; and ( b ) is concerned with or takes part in the management of the relevant financial institution on a day‑to‑day basis; “pertinent financial institution” has the meaning given by section 58; “relevant financial institution” means a financial institution that — ( a ) is approved by the Authority under section 4; and ( b ) belongs to a class of financial institutions that is prescribed by regulations made under section 192 for the purposes of this definition. (3) In this subsection and sections 41 to 45, unless the context otherwise requires — “business” includes affairs and property; “office-holder”, in relation to a relevant financial institution, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the relevant financial institution, or acting in an equivalent capacity in relation to the relevant financial institution; “relevant business” means any business of a relevant financial institution — ( a ) which the Authority has assumed control of under section 41; or ( b ) in relation to which a statutory adviser or a statutory manager has been appointed under section 41; “statutory adviser” means a statutory adviser appointed under section 41; “statutory manager” means a statutory manager appointed under section 41. (4) In this subsection and sections 46 and 47, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “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; “significant business”, in relation to a relevant financial institution, means the usual business of a financial institution belonging to the same class of financial institutions as that relevant financial institution; “transferee” means any person (being a person who is, or who has applied or will be applying to be, approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority, under this Act or any other MAS scheduled Act, to carry on the significant business of the transferor) to which the whole or any part of a transferor’s business is, is to be, or is proposed to be transferred under section 46(1); “transferor” means a relevant financial institution the whole or any part of the business of which is, is to be, or is proposed to be transferred under section 46(1).


document_id: fsma-2022
provision_ref: s40
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 40
title: Information of insolvency, etc.
content:
40. —(1) Any relevant financial institution 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. (2) A relevant financial institution 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.


document_id: fsma-2022
provision_ref: s41
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 41
title: Action by Authority if relevant financial institution unable to meet obligations, etc.
content:
41. —(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 relevant financial institution 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 relevant financial institution becomes unable to meet its obligations, or is insolvent, or suspends payments; ( c ) the Authority is of the opinion that a relevant financial institution — (i) is carrying on its business in a manner likely to be detrimental to the interests of such persons as may be prescribed by regulations made under section 192 in relation to the relevant financial institution; (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 attached to its approval under section 4; or ( d ) the Authority considers it in the public interest to do so. (2) Subject to subsections (1) and (3), the Authority may — ( a ) require the relevant financial institution 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 relevant financial institution on the proper management of such of the business of the relevant financial institution as the Authority may determine; or ( c ) assume control of and manage such of the business of the relevant financial institution 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. (3) In the case of a relevant financial institution 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 relevant financial institution under subsection (2) must only be in relation to — ( a ) the business or affairs of the relevant financial institution carried on in, or managed in or from, Singapore; or ( b ) the property of the relevant financial institution located in Singapore or reflected in the books of the relevant financial institution in Singapore (as the case may be) in relation to its operations in Singapore. (4) Where the Authority appoints 2 or more persons as the statutory manager of a relevant financial institution, 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. (5) Where the Authority has exercised any power under subsection (2), the Authority may, at any time and without affecting its power under section 4(5)( c ) and ( d ), 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 the Authority 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. (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. (7) A relevant financial institution 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 $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction.


document_id: fsma-2022
provision_ref: s42
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 42
title: Effect of assumption of control under section 41
content:
42. —(1) Upon assuming control of the relevant business of a relevant financial institution, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business. (2) During the period when the Authority or statutory manager is in control of the relevant business of a relevant financial institution, the Authority or statutory manager — ( a ) must manage the relevant business of the relevant financial institution in the name of and on behalf of the relevant financial institution; and ( b ) is treated as an agent of the relevant financial institution. (3) In managing the relevant business of a relevant financial institution, the Authority or statutory manager — ( a ) must take into consideration the interests of such persons as may be prescribed by regulations made under section 192 in relation to the relevant financial institution; and ( b ) has all the duties, powers and functions of the members of the board of directors of the relevant financial institution (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the relevant financial institution, including powers of delegation, in relation to the relevant business of the relevant financial institution; but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the relevant financial institution under the Companies Act 1967 or the constitution of the relevant financial institution. (4) Despite any written law or rule of law, upon the assumption of control of the relevant business of a relevant financial institution by the Authority or statutory manager — ( a ) where the relevant financial institution is established or incorporated in Singapore, any appointment of a person as the chief executive or a director of the relevant financial institution which was in force immediately before the assumption of control; or ( b ) where the relevant financial institution is established or incorporated outside Singapore, any appointment of a person as the chief executive of the relevant financial institution (insofar as the appointment relates to the relevant business of the relevant financial institution) which was in force immediately before the assumption of control, is treated as having been revoked, unless the Authority gives its approval, by written notice to the person and the relevant financial institution, for the person to remain in the appointment. (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 relevant financial institution, except with the approval of the Authority, a person may not be appointed — ( a ) where the relevant financial institution is established or incorporated in Singapore, as the chief executive or a director of the relevant financial institution; or ( b ) where the relevant financial institution is established or incorporated outside Singapore, as the chief executive of the relevant financial institution (insofar as the appointment relates to the relevant business of the relevant financial institution). (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 or a director of a relevant financial institution, the Authority may at any time, by written notice to the person and the relevant financial institution, revoke that approval, and the appointment is treated as having been revoked on the date specified in the notice. (7) Despite any written law or rule of law, if any person, whose appointment as the chief executive or a director of a relevant financial institution is revoked under subsection (4) or (6), acts or purports to act after the revocation — ( a ) where the relevant financial institution is established or incorporated in Singapore, as the chief executive or a director of the relevant financial institution; or ( b ) where the relevant financial institution is established or incorporated outside Singapore, as the chief executive of the relevant financial institution in relation to the relevant business of the relevant financial institution, during the period when the Authority or statutory manager is in control of the relevant business of the relevant financial institution — ( c ) the act or purported act of the person is invalid and of no effect; and ( d ) the person shall be guilty of an offence. (8) Despite any written law or rule of law, if any person who is appointed as the chief executive or a director of a relevant financial institution in contravention of subsection (5) acts or purports to act — ( a ) where the relevant financial institution is established or incorporated in Singapore, as the chief executive or a director of the relevant financial institution; or ( b ) where the relevant financial institution is established or incorporated outside Singapore, as the chief executive of the relevant financial institution in relation to the relevant business of the relevant financial institution, during the period when the Authority or statutory manager is in control of the relevant business of the relevant financial institution — ( c ) the act or purported act of the person is invalid and of no effect; and ( d ) the person shall be guilty of an offence. (9) During the period when the Authority or statutory manager is in control of the relevant business of a relevant financial institution — ( 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, director, member, executive officer, employee, agent or office‑holder, or the board of directors, of the relevant financial institution, 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 relevant financial institution 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) A person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction. (11) In this section, “constitution”, in relation to a relevant financial institution, means the memorandum of association and articles of association of the relevant financial institution, or any other instrument under which the relevant financial institution is established or incorporated.


document_id: fsma-2022
provision_ref: s43
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 43
title: Duration of control
content:
43. —(1) The Authority must cease to control the relevant business of a relevant financial institution 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 for the protection of the persons prescribed by regulations made under section 192 for the purposes of section 41(1)( c )(i) in relation to the relevant financial institution. (2) A statutory manager is treated as having assumed control of the relevant business of a relevant financial institution on the date of the statutory manager’s appointment as a statutory manager. (3) The appointment of a statutory manager in relation to the relevant business of a relevant financial institution 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 for the protection of the persons prescribed by regulations made under section 192 for the purposes of section 41(1)( c )(i) in relation to the relevant financial institution; or ( b ) on any other ground, and upon such revocation, the statutory manager must cease to control the relevant business of the relevant financial institution. (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 relevant financial institution; ( b ) the cessation of the Authority’s control of the relevant business of a relevant financial institution; ( c ) the appointment of a statutory manager in relation to the relevant business of a relevant financial institution; and ( d ) the revocation of a statutory manager’s appointment in relation to the relevant business of a relevant financial institution.


document_id: fsma-2022
provision_ref: s44
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 44
title: Responsibilities of officers, member, etc., of relevant financial institution
content:
44. —(1) During the period when the Authority or statutory manager is in control of the relevant business of a relevant financial institution — ( a ) the 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, director, member, executive officer, employee, agent, banker, auditor or office-holder of, or trustee for, the relevant financial institution to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the Court may specify, any property, book, accounts, record or other documents, whether in electronic, print or other form, of the relevant financial institution which is comprised in, forms part of or relates to the relevant business of the relevant financial institution, 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, director, member, executive officer, employee, agent, banker, auditor or office‑holder of, or trustee for, the relevant financial institution 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 relevant financial institution, within such time and in such manner as may be specified by the Authority or statutory manager. (2) A 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 $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction.


document_id: fsma-2022
provision_ref: s45
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 45
title: Remuneration and expenses of Authority and others in certain cases
content:
45. The Authority may at any time fix the remuneration and expenses to be paid by a relevant financial institution — ( a ) to a statutory manager or statutory adviser appointed in relation to the relevant financial institution, whether or not the appointment has been revoked; and ( b ) where the Authority has assumed control of the relevant business of the relevant financial institution, to the Authority and any person appointed by the Authority under section 179 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.


document_id: fsma-2022
provision_ref: s46
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 46
title: Voluntary transfer of business of relevant financial institution
content:
46. —(1) A transferor may transfer the whole or any part of its business (including any business that is not the significant business of the transferor) to a transferee, if — ( a ) where the transferor is incorporated in Singapore, the Authority has consented to the transfer; ( b ) where the transferor is incorporated outside Singapore, the business to be transferred is reflected in the books of the transferor in Singapore in relation to its operations in Singapore; ( c ) the transfer involves the whole or any part of the business of the transferor that is the significant business of the transferor; and ( d ) the Court has approved the transfer. (2) Subsection (1) does not affect the right of a relevant financial institution to transfer the whole or any part of the relevant financial institution’s business under any law. (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 under the Guidelines on Fit and Proper Criteria; and ( b ) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act. (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 the business) under subsection (1), whether the transferor is incorporated in or outside Singapore. (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally. (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee. (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 the Authority’s duties or functions, or the exercise of the Authority’s powers, under this section and section 47. (8) A 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 $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction. (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).


document_id: fsma-2022
provision_ref: s47
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 47
title: Approval of transfer of business of relevant financial institution
content:
47. —(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 section 46(1). (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 ) where the transferor is incorporated in Singapore, the transferor must obtain the Authority’s consent under section 46(1)( a ); ( c ) the transferor and the transferee must, if they intend to serve on their respective customers 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 192; ( 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 publication of the notice mentioned in paragraph ( d ) in the Gazette ; and ( f ) unless the Court directs otherwise, the transferor and the transferee must serve on their respective customers 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 ). (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) Where the transferor is incorporated in Singapore, the Court must not approve the transfer if the Authority has not consented to the transfer under section 46(1)( a ). (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. (6) Where the transferee is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, to carry on in Singapore the significant business of the transferor, the Court may approve the transfer on terms that the transfer is to take effect only in the event of the transferee becoming so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be. (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. (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. (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 must be transferred to and vest 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) 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. (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. (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. (13) A transferor or transferee that 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. (14) In subsection (13), “officer”, in relation to a transferor or transferee, includes — ( a ) a director, a secretary or an executive officer of the transferor or transferee, as the case may be; ( b ) a receiver or manager of any part of the undertaking of the transferor or transferee (as the case may be) appointed under a power contained in any instrument; and ( c ) a liquidator of the transferor or transferee (as the case may be) appointed in a voluntary winding up.


document_id: fsma-2022
provision_ref: s48
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 48
title: Disqualification or removal of director or executive officer of relevant financial institution
content:
48. —(1) Despite the provisions of any other written law — ( a ) a relevant financial institution must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and ( b ) a relevant financial institution which is established or incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, if the person — ( c ) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of this Part, 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; ( d ) is an undischarged bankrupt, whether in Singapore or elsewhere; ( e ) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; ( f ) 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; ( g ) has in force against him or her a prohibition order; or ( h ) 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 by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the regulatory authority in that foreign country or territory. (2) Despite the provisions of any other written law, where the Authority is satisfied that a director of a relevant financial institution which is established or incorporated in Singapore, or an executive officer of a relevant financial institution — ( a ) has wilfully contravened or wilfully caused the relevant financial institution to contravene any provision of this Act; ( b ) has, without reasonable excuse, failed to secure the compliance of the relevant financial institution with this Act or any other MAS scheduled Act; or ( c ) has failed to discharge any of the duties of his or her office, the Authority may, if the Authority thinks it necessary in the public interest or for the protection of such persons as may be prescribed by regulations made under section 192 for the purposes of this subsection in relation to the relevant financial institution, by written notice to the relevant financial institution, direct the relevant financial institution to remove the director or executive officer (as the case may be) from his or her office or employment within such period as may be specified by the Authority in the notice, and the relevant financial institution must comply with the notice. (3) Without affecting any other matter that the Authority may consider relevant, the Authority must, when determining whether a director or an executive officer of a relevant financial institution has failed to discharge the duties of his or her office for the purposes of subsection (2)( c ), have regard to such criteria as may be prescribed by regulations made under section 192. (4) Before directing a relevant financial institution to remove a person from his or her office or employment under subsection (2), the Authority must — ( a ) give the relevant financial institution and the person written notice of the Authority’s intention to do so; and ( b ) in the notice mentioned in paragraph ( a ), call upon the relevant financial institution and the person to show cause, within such time as may be specified in the notice, why the person should not be removed. (5) If the relevant financial institution and the person mentioned in subsection (4) — ( a ) fail to show cause within the time specified under subsection (4)( b ) or within such extended period of time as the Authority may allow; or ( b ) fail to show sufficient cause, the Authority may direct the relevant financial institution to remove the person under subsection (2). (6) Any relevant financial institution which, or any director or executive officer of a relevant financial institution who, is aggrieved by a direction of the Authority under subsection (2) may, within 30 days after receiving the direction, appeal in writing to the Minister, whose decision is final. (7) A relevant financial institution that 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 $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. (8) No civil or criminal liability is incurred by a relevant financial institution, or any person acting on behalf of the relevant financial institution, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the relevant financial institution under this section. (9) In this section — “prohibition order” means — ( a ) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)( b ) and (2) to (7) of this Act; ( b ) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)( b ) and (2) to (7) of this Act, and as continued by section 217(2) of this Act; ( c ) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act; ( d ) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act, and as continued by section 218(2) of this Act; ( e ) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)( a ), ( c ) and ( d ), (4) to (14), (17) and (18) of this Act; ( f ) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)( a ), ( c ) and ( d ), (4) to (14), (17) and (18) of this Act, and as continued by section 220(3) of this Act; or ( g ) a prohibition order made under section 7(1) of this Act; “regulated financial institution” means a person who carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, would be regulated or authorised by the Authority; “regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act or any other MAS scheduled Act.


document_id: fsma-2022
provision_ref: s49
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 49
title: Provisions as to compromise or arrangement relating to certain financial institutions, etc.
content:
49. —(1) This section applies despite any other written law. (2) In any proceedings under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a company that is a Type A financial institution, the Authority — ( a ) has the same powers and rights as a creditor of the company under the Companies Act 1967 or the Insolvency, Restructuring and Dissolution Act 2018 respectively (including the right to appear and be heard before the Court in any proceedings under those provisions); but ( b ) does not have the right to vote at any meeting summoned under section 210 of the Companies Act 1967. (3) In the case of a company that is a Type B financial institution, the Court must not — ( a ) approve under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 any compromise or arrangement that has been proposed for the purposes of or in connection with any scheme mentioned in section 212(1) of the Companies Act 1967 under which the whole or any part of the undertaking or the property of the company is to be transferred; or ( b ) without affecting paragraph ( a ), make any order under section 212(1) of the Companies Act 1967 providing for the transfer of the whole or any part of the undertaking or the property of the company, unless the Minister has consented to such compromise or arrangement or such transfer (as the case may be) or has certified that the Minister’s consent is not required. (4) In the case of a company that is a Type C financial institution, the Court must not — ( a ) approve under section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 any compromise or arrangement that has been proposed for the purposes of or in connection with any scheme mentioned in section 212(1) of the Companies Act 1967 under which the whole or any part of the undertaking or the property of the company is to be transferred; or ( b ) without affecting paragraph ( a ), make any order under section 212(1) of the Companies Act 1967 providing for the transfer of the whole or any part of the undertaking or the property of the company, unless the Authority has consented to such compromise or arrangement or such transfer (as the case may be) or has certified that the Authority’s consent is not required. (5) In this section — “company” means any corporation liable to be wound up under the Insolvency, Restructuring and Dissolution Act 2018; “Type A financial institution” means a financial institution or class of financial institutions that is prescribed by regulations made under section 192 as a Type A financial institution for the purposes of this section; “Type B financial institution” means a financial institution or class of financial institutions that is prescribed by regulations made under section 192 as a Type B financial institution for the purposes of this section; “Type C financial institution” means a financial institution or class of financial institutions that is prescribed by regulations made under section 192 as a Type C financial institution for the purposes of this section.


document_id: fsma-2022
provision_ref: s50
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 50
title: Regulations for this Part
content:
50. Regulations made under section 192 for this Part may prescribe — ( a ) that any contravention of a provision of the regulations shall be an offence punishable (despite section 192(2)( d )) — (i) in the case of an individual, with a fine not exceeding $125,000 or with imprisonment for a term not exceeding 3 years or with both and, in the case of a continuing offence, with a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or (ii) in any other case, with a fine not exceeding $250,000 and, in the case of a continuing offence, with a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction; and ( b ) for the purposes of sections 41(1)( c )(i) and 42(3)( a ), different persons and different classes of persons in relation to different relevant financial institutions and different classes of relevant financial institutions. Division 2 &#x2014; Recovery and resolution planning


document_id: fsma-2022
provision_ref: s51
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 51
title: Notice concerning recovery and resolution plans
content:
51. —(1) The Authority may issue a notice to pertinent financial institutions requiring each pertinent financial institution to which a direction is issued under section 52(1) — ( a ) to prepare, in the form and manner and containing the information specified in the notice, a plan to restore the financial strength and viability of the pertinent financial institution in the event it suffers financial pressure or stress (called in this section and section 52 a recovery plan); ( b ) to review and keep up-to-date its recovery plan, at a frequency specified in the direction; ( c ) to adopt various procedures in preparing its recovery plan, including the oversight of the process and endorsement of the plan; ( d ) to notify the Authority of the occurrence of any event that may necessitate the implementation of its recovery plan; ( e ) to maintain information to enable the pertinent financial institution to prepare, review and keep up‑to‑date its recovery plan, and to comply with any direction of the Authority under section 53; ( f ) to have in place a management information system that is necessary for the maintenance and production of the information mentioned in paragraph ( e ); ( g ) to ensure that the pertinent financial institution’s outsourcing arrangements for its critical functions and critical shared services will continue in the event it comes under resolution; and ( h ) to take such other action as in the Authority’s opinion will facilitate compliance with any notice or direction issued by the Authority under this Division, or the effective implementation of the recovery plan of the pertinent financial institution or a plan of the Authority under section 53. (2) A notice under this section may make different provisions for different classes of pertinent financial institutions.


document_id: fsma-2022
provision_ref: s52
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 52
title: Direction for recovery plan and its implementation
content:
52. —(1) The Authority may issue a direction to a pertinent financial institution — ( a ) requiring the pertinent financial institution to comply with the requirements of a notice issued under section 51; and ( b ) specifying the dates for the submission of the recovery plan and the submission of any other document, and the frequency for the action mentioned in section 51(1)( b ). (2) The Authority may issue a further direction to a pertinent financial institution to which a direction was issued under subsection (1) — ( a ) to make such amendment to the pertinent financial institution’s recovery plan as the Authority may reasonably require, including an amendment to address any deficiency in the plan; or ( b ) to remove any impediment to the implementation of the recovery plan. (3) Without limiting subsection (2)( b ), the direction in that provision may require the pertinent financial institution to make changes to its practices, organisation and structure (including its operational, legal and financial structures). (4) The Authority may issue a further direction to a pertinent financial institution to which a direction was issued under subsection (1) — ( a ) to implement a specified part of the pertinent financial institution’s recovery plan; and ( b ) to implement such other arrangements or measures as may be necessary to restore the pertinent financial institution’s financial strength and viability.


document_id: fsma-2022
provision_ref: s53
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 53
title: Resolution planning
content:
53. The Authority may prepare plans for the orderly resolution of a pertinent financial institution, and may for that purpose issue a direction to the pertinent financial institution requiring the pertinent financial institution to provide, within the time and in the form and manner set out in the direction, any information or document that the Authority may reasonably require for that purpose.


document_id: fsma-2022
provision_ref: s54
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 54
title: Power to direct removal of impediments
content:
54. —(1) This section applies if the Authority is of the opinion that an impediment exists to the orderly resolution of a pertinent financial institution in accordance with a plan of the Authority under section 53. (2) The Authority may issue a direction to the pertinent financial institution, requiring the pertinent financial institution to take, within the time specified in the direction, measures specified in the direction for the purpose of addressing or removing the impediment. (3) Without limiting subsection (2), the direction may require the pertinent financial institution to make changes to its practices, organisation and structure (including its operational, legal and financial structures).


document_id: fsma-2022
provision_ref: s55
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 55
title: Appeal against direction to remove impediment
content:
55. —(1) A pertinent financial institution that is aggrieved by a direction issued to it under section 52(2)( b ) or 54(2) may, within 30 days after receiving the direction, appeal to the Minister whose decision is final. (2) An appeal may only be made if the direction requires the pertinent financial institution to make a change that will significantly affect its practices, organisation or operations. (3) For the purposes of subsection (2), a change will significantly affect the practices, organisation or operations of a pertinent financial institution if it — ( a ) changes any part of its legal or financial structure; or ( b ) satisfies such other criterion as may be prescribed by the Minister under section 191. (4) If an appeal is lodged, the pertinent financial institution need not comply with the direction until the appeal is determined. (5) The Minister may determine an appeal by confirming, varying or reversing the direction. (6) If the Minister is satisfied that an appeal is made without reasonable ground, the Minister may, without calling for a reply from the Authority, but after giving the pertinent financial institution an opportunity to be heard, determine the appeal by confirming the direction.


document_id: fsma-2022
provision_ref: s56
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 56
title: Provisions concerning directions and notices under this Division
content:
56. —(1) A direction or notice under this Division must be in writing. (2) It is not necessary to publish a direction or notice under this Division in the Gazette .


document_id: fsma-2022
provision_ref: s57
chapter: PART 7 - CONTROL OVER FINANCIAL INSTITUTIONS
section: 57
title: Offences under this Division
content:
57. —(1) A pertinent financial institution that does not comply with a direction or notice of the Authority under this Division 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. (2) A pertinent financial institution that, in purported compliance with a direction or notice under this Division, knowingly or recklessly provides to the Authority 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 $250,000.


document_id: fsma-2022
provision_ref: s58
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 58
title: Interpretation of this Part
content:
58. In this Part, unless the context otherwise requires — “affected person”, in relation to a specified financial institution, means any person prescribed by regulations made under section 135 as an affected person for that specified financial institution; “business” includes affairs and property; “co-operative society” means a co-operative society registered under the Co-operative Societies Act 1979; “Court” means the General Division of the High Court; “director”, in relation to a specified financial institution or a significant associated entity referred to in section 130, includes — ( a ) any person, by whatever name called, occupying the position of director of the specified financial institution or significant associated entity, as the case may be; ( b ) a person in accordance with whose directions or instructions the directors of the specified financial institution or significant associated entity (as the case may be) are accustomed to act; and ( c ) an alternate director, or a substitute director, of the specified financial institution or significant associated entity, as the case may be; “excluded financial institution” means any person who is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, and is prescribed by regulations made under section 135 as an excluded financial institution; “executive officer”, in relation to a specified financial institution or a significant associated entity referred to in section 130, means any person, by whatever name called, who — ( a ) is in the direct employment of, or acting for or by arrangement with, the specified financial institution or significant associated entity, as the case may be; and ( b ) is concerned with or takes part in the management of the specified financial institution or significant associated entity (as the case may be) on a day‑to‑day basis; “office-holder”, in relation to a specified financial institution, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the specified financial institution, or acting in an equivalent capacity in relation to the specified financial institution; “pertinent financial institution” means any person who is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, and is prescribed by regulations made under section 135 as a pertinent financial institution; “PPF Agency” means the company designated as the deposit insurance and policy owners’ protection fund agency under section 56 of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011; “PPF Funds” means the Policy Owners’ Protection Life Fund and the Policy Owners’ Protection General Fund established under section 34 of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011; “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; “Registrar of Co-operative Societies” means the Registrar of Co‑operative Societies appointed under the Co‑operative Societies Act 1979 and includes any Assistant Registrar of Co‑operative Societies appointed under that Act; “relevant Act”, in relation to a specified financial institution, means the Act under which that specified financial institution is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority; “relevant provisions”, in relation to any specified financial institution, or any person who is carrying on or has carried on the significant business of a specified financial institution, means such provisions of this Act or any other MAS scheduled Act as may be prescribed by regulations made under section 135 as relevant provisions for that specified financial institution or person, as the case may be; “significant business”, in relation to a specified financial institution, means the usual business of a financial institution belonging to the same class of financial institutions as that specified financial institution; “specified financial institution” means a pertinent financial institution or an excluded financial institution; “Take-over Code” means the Singapore Code on Take‑overs and Mergers which is referred to in section 139 of the Securities and Futures Act 2001 and is issued by the Authority under section 321(1) of that Act.


document_id: fsma-2022
provision_ref: s59
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 59
title: Exercise of powers under Divisions 2, 4, 5 and 6 of this Part
content:
59. In determining whether to exercise its powers under Divisions 2, 4, 5 and 6 of this Part in relation to a pertinent financial institution, the Authority may have regard to one or more of the following matters: ( a ) whether a failure of the pertinent financial institution would have a widespread adverse effect on the financial system in Singapore or the economy of Singapore, or both, whether or not that widespread adverse effect occurs directly or indirectly as a result of the impact of the failure on the financial system in Singapore, on the financial markets in Singapore or on other financial institutions in Singapore; ( b ) whether it is in the public interest to do so; ( c ) any other matter that the Authority considers relevant.


document_id: fsma-2022
provision_ref: s60
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 60
title:
Directions or regulations concerning persons that have ceased to be specified financial institutions

content:
60. —(1) The Authority may, from time to time, issue such directions, or make such regulations under section 192, concerning any person that has ceased to be a specified financial institution, or any class of persons that has ceased to be a class of specified financial institutions, as the Authority considers necessary — ( a ) in order to discharge, or to facilitate the discharge of, any binding obligation of the person or class of persons, as the case may be; or ( b ) where it is in the public interest to do so. (2) Subsection (1) applies, to a person that has ceased to be a specified financial institution, regardless of whether the reason for the cessation is one or more of the following matters: ( a ) the withdrawal by the Authority of any approval, authorisation, designation or recognition of the person; ( b ) the cancellation by the Authority, or the expiration, of any registration of the person; ( c ) the revocation by the Authority, or the expiration, of any licence of the person; ( d ) the cessation of the regulation of the person by the Authority; ( e ) the cessation of any business of the person, being a business which is regulated under this Act or any other MAS scheduled Act. (3) A person to whom any direction is issued under subsection (1), or to whom any regulations mentioned in that subsection apply, must comply with the direction or regulations, despite any other duty imposed on the person by any rule of law, written law or contract. (4) A person, in carrying out any act in compliance with any direction issued or regulations mentioned in subsection (1), is not to be treated as being in breach of any such rule of law, written law or contract. (5) A person must not disclose any direction issued under subsection (1) if the Authority notifies the person that the Authority is of the opinion that the disclosure of the direction is against the public interest. (6) A person who — ( a ) fails to comply with a direction issued to him or her under subsection (1); ( b ) contravenes any regulations mentioned in subsection (1); or ( c ) contravenes subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction. (7) It is not necessary to publish any direction issued under subsection (1) in the Gazette .


document_id: fsma-2022
provision_ref: s61
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 61
title:
Directions and notices issued under this Act or other MAS scheduled Act to continue to apply to persons who cease to be specified financial institutions

content:
61. —(1) Where a person ceases to be a specified financial institution, any direction or notice issued under this Act or any other MAS scheduled Act (being a direction or notice which was in force, and which applied to that person, immediately before that person ceased to be a specified financial institution) despite any rule of law or written law to the contrary, continues to apply to that person, until that direction or notice is cancelled by the Authority. (2) Subsection (1) applies, to a person that has ceased to be a specified financial institution, regardless of whether the reason for the cessation is one or more of the following: ( a ) the withdrawal by the Authority of any approval, authorisation, designation or recognition of the person; ( b ) the cancellation by the Authority, or the expiration, of any registration of the person; ( c ) the revocation by the Authority, or the expiration, of any licence of the person; ( d ) the cessation of the regulation of the person by the Authority; ( e ) the cessation of any business of the person, being a business which is regulated under this Act or any other MAS scheduled Act. (3) A person referred to in subsection (1) who, after ceasing to be a specified financial institution, fails to comply with a direction or notice referred to in that subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1 million and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part of a day during which the offence continues after conviction.


document_id: fsma-2022
provision_ref: s62
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 62
title: Moratorium
content:
62. —(1) The Authority may, if the Authority considers it to be in the interests of the affected persons of a specified financial institution, make an order prohibiting that specified financial institution from carrying on its significant business or from doing or performing any act or function connected with its significant business or any aspect of its significant business that may be specified in the order. (2) The Authority may, if the Authority considers it to be in the interests of the affected persons of a specified financial institution, apply to the Court for, and the Court may make, one or more of the following orders: ( a ) that no resolution may be passed, and no order may be made, for the winding up of the specified financial institution; ( b ) that no judicial manager may be appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the specified financial institution, or that the specified financial institution be discharged from judicial management; ( c ) that no proceedings may be commenced or continued by or against the specified financial institution in respect of any business of the specified financial institution; ( d ) that no enforcement order, distress or other legal process may be commenced, levied or continued against any property of the specified financial institution; ( e ) that no steps may be taken to enforce any security over any property of the specified financial institution or to repossess from the specified financial institution any goods under any hire-purchase agreement, chattels leasing agreement or retention of title agreement; ( f ) that no steps may be taken by any person, other than a person specified in the order, to sell, transfer, assign or otherwise dispose of any property of the specified financial institution. (3) Any sale, transfer, assignment or other disposition of any property of the specified financial institution in contravention of any order made under subsection (2)( f ) is void. (4) Any order made under subsection (2) is valid for a period not exceeding 6 months. (5) So long as an order under subsection (1) remains in force, the Authority may, by written notice to that specified financial institution, suspend the approval, authorisation, designation, recognition, registration or licence of that specified financial institution under the relevant Act. (6) A specified financial institution that contravenes an order under subsection (1) 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. (7) It is not necessary to publish any order under subsection (1) in the Gazette .


document_id: fsma-2022
provision_ref: s63
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 63
title: General provisions as to winding up
content:
63. —(1) On the application of the Authority, the Court may, in addition to the grounds specified in section 125(1) of the Insolvency, Restructuring and Dissolution Act 2018, order under that Act the winding up of a company incorporated in Singapore which is carrying on or has carried on the significant business of a specified financial institution in Singapore, if — ( a ) the Authority has exercised any power under the relevant provisions in relation to the company; or ( b ) the company has contravened any provision of this Act or any other MAS scheduled Act. (2) On the application of the Authority, the Court may, in addition to the grounds specified in section 246(1) of the Insolvency, Restructuring and Dissolution Act 2018, order under that Act the winding up of an unregistered company which is carrying on or has carried on the significant business of a specified financial institution in Singapore, if — ( a ) the Authority has exercised any power under the relevant provisions in relation to the unregistered company; ( b ) the unregistered company has been approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, and any of the following applies: (i) the approval, authorisation, designation or recognition of the unregistered company has been withdrawn; (ii) the registration of the unregistered company has been cancelled or has expired; (iii) the licence of the unregistered company has been revoked or has expired; (iv) the regulation of the unregistered company by the Authority has ceased; or ( c ) the unregistered company is carrying on or has carried on the significant business of a specified financial institution in Singapore in contravention of any provision of this Act or any other MAS scheduled Act. (3) Despite sections 125(2) and 246(2) of the Insolvency, Restructuring and Dissolution Act 2018, on the application of the Authority for the winding up, on the ground specified in section 125(1)( e ) or 246(1)( c )(ii) of that Act, of a company which is carrying on or has carried on the significant business of a specified financial institution in Singapore, any statement of account lodged by the company with the Authority, at any time during the period beginning with the close of the last financial year of the company and ending with the making of the application for the winding up, which shows that the company is insolvent, is evidence that the company — ( a ) was insolvent at the close of that financial year; and ( b ) continues to be unable to pay its debts. (4) Despite any written law or rule of law — ( a ) a person may not be appointed as an office-holder, or as a liquidator under the Insolvency, Restructuring and Dissolution Act 2018, of a company, which is carrying on or has carried on the significant business in Singapore of a specified financial institution, without the prior written approval of the Authority; and ( b ) in the case of a foreign company which is carrying on or has carried on the significant business in Singapore of a specified financial institution, a liquidator appointed for its liquidation or dissolution at its place of incorporation or origin does not have and must not exercise any power or function of a liquidator in Singapore, unless the liquidator has been approved by the Authority. (5) To avoid doubt, subsection (4)( a ) does not affect the operation of section 134( a ), ( d ) or ( e ) of the Insolvency, Restructuring and Dissolution Act 2018. (6) Any approval of the Authority under subsection (4)( b ) may be granted subject to such conditions as the Authority may determine, and the Authority may add to, vary or revoke any such condition. (7) The specified financial institution or the liquidator (as the case may be) mentioned in subsection (4)( b ) must comply with the conditions in subsection (6). (8) Despite any written law or rule of law, where a company which is carrying on or has carried on the significant business of a specified financial institution in Singapore is being wound up under the Insolvency, Restructuring and Dissolution Act 2018, the Authority has, subject to such modifications as may be necessary, the same powers and rights as a creditor of the company under that Act, including the right to appear and be heard before the Court in any proceedings in the winding up. (9) Without affecting subsections (6) and (8) and despite any written law or rule of law, where a company which is carrying on or has carried on the significant business in Singapore of a specified financial institution is being wound up, its liquidator (whether appointed under the Insolvency, Restructuring and Dissolution Act 2018 or, in the case of a foreign company, appointed at its place of incorporation or origin) must give the Authority such information as the Authority may from time to time require about the affairs of the company and the winding up. (10) A liquidator who — ( a ) without reasonable excuse, fails to comply with subsection (7) or (9); or ( b ) in purported compliance with subsection (9), 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 $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction. (11) In this section — “liquidator” includes a provisional liquidator; “unregistered company” has the meaning given by section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018.


document_id: fsma-2022
provision_ref: s64
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 64
title: Power of Court to take action against directors and executive officers
content:
64. —(1) Without affecting any provision of this Act or any other MAS scheduled Act, if, in the course of exercising the Authority’s powers under this Part or the relevant provisions, it appears to the Authority that any past or present director or executive officer of a specified financial institution has failed to discharge the duties of his or her office, has misapplied or retained, or become liable or accountable for, any money or property of the specified financial institution, or has been guilty of any misfeasance or breach of trust or duty in relation to the specified financial institution, the Authority may apply to the Court for, and the Court may make — ( a ) an order that any salary, remuneration or other benefits received by the director or executive officer from the specified financial institution during the relevant period be repaid or returned to the specified financial institution; ( b ) an order that the director or executive officer ceases to be entitled to receive any deferred salary, remuneration or other benefits that the specified financial institution had agreed to pay to him or her during the relevant period; ( c ) an order that any deferred salary, remuneration or other benefits to be paid by the specified financial institution to the director or executive officer be reduced by such amount as the Court thinks just; ( d ) the orders referred to in paragraphs ( a ) and ( b ); or ( e ) the orders referred to in paragraphs ( a ) and ( c ). (2) Where it appears to the Authority that the director or executive officer has acted recklessly, fraudulently or dishonestly in relation to the specified financial institution, the Authority may apply to the Court to extend, and the Court may order the extension of, the length of the relevant period. (3) In this section, “relevant period” means the period of 2 years immediately preceding the date on which the Authority began to exercise its powers under this Part or the date on which the Authority began to exercise its powers under the relevant provisions, whichever is the earlier. Division 2 &#x2014; Compulsory transfer of business of
pertinent financial institution


document_id: fsma-2022
provision_ref: s65
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 65
title: Interpretation of this Division
content:
65. In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “certificate” means a certificate of transfer issued by the Minister under section 67(1); “debenture” has the meaning given by section 4(1) of the Companies Act 1967; “determination” means a determination made by the Authority under section 66(1); “guaranteed policy moneys” has the meaning given by section 2 of the Insurance Act 1966; “property” includes property, right and power of every description; “specified business” means any part of the business of a transferor which is specified or identified in a certificate; “transferee” means any person 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 pertinent financial institution the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division.


document_id: fsma-2022
provision_ref: s66
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 66
title: Compulsory transfer of business
content:
66. —(1) Subject to subsections (2), (3) and (7), the Authority may make a determination that the whole or any part of the business of a transferor must be transferred to a transferee, if — ( a ) any ground exists for the Authority to exercise any power under the relevant provisions in relation to the transferor, whether or not the Authority has exercised the power; ( b ) the board of directors of the transferee (in any case where the transferee is a corporation), or the committee of management of the transferee (in any case where the transferee is a co‑operative society), has consented to the transfer; ( c ) the Authority is satisfied that the transfer is appropriate, having regard to — (i) in any case where the transferor is a bank — (A) the interests of the depositors of the transferor given priority and the order of priority of each class of depositors under section 62 of the Banking Act 1970; (B) if the transferee is a bank, the interests of the depositors of the transferee given priority and the order of priority of each class of depositors under section 62 of the Banking Act 1970; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; (ii) in any case where the transferor is a finance company licensed under the Finance Companies Act 1967 — (A) the interests of the depositors of the transferor given priority and the order of priority of each class of depositors under section 44A of the Finance Companies Act 1967; (B) if the transferee is a finance company licensed under the Finance Companies Act 1967, the interests of the depositors of the transferee given priority and the order of priority of each class of depositors under section 44A of that Act; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; (iii) in any case where the transferor is an insurer licensed under the Insurance Act 1966 — (A) the interests of the policy owners of the transferor given priority and the order of priority of each class of policy owners under section 123 of the Insurance Act 1966; (B) if the transferee is an insurer licensed under the Insurance Act 1966, the interests of the policy owners of the transferee given priority and the order of priority of each class of policy owners under section 123 of that Act; (C) the stability of the financial system in Singapore; (D) whether the PPF Agency has to make a payout from any of the PPF Funds to the transferee and the amount of such payout, if any; and (E) any other matter that the Authority considers relevant; or (iv) in any other case — (A) the interests of the affected persons of the transferor; (B) the interests of the affected persons of the transferee; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; ( d ) the transfer involves the whole or part of the significant business of the transferor; and ( e ) where the transferee is to carry on the whole or part of the significant business of the transferor, the transferee is, or will be applying to be, approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, to carry on the significant business of the transferor. (2) Where the transferor is a pertinent financial institution incorporated or established outside Singapore, any determination must only be in respect of the transferor’s business (or any part of the business) which is reflected in the books of the transferor in Singapore in relation to the transferor’s operations in Singapore, and the references to depositors, policy owners and affected persons in subsection (1)( c ) are to be construed accordingly. (3) Where the transferor is an insurer licensed under the Insurance Act 1966, any determination made by the Authority for the purpose of subsection (1) may include a determination as to whether guaranteed policy moneys in relation to any policy should be adjusted upon the proposed transfer so as to achieve an orderly resolution of the transferor. (4) The Authority may, before making a determination, appoint one or more persons — ( a ) to perform an independent assessment of — (i) the proposed transfer of the business (or any part of the business) of the transferor; (ii) the consideration, if any, that should be paid by the transferee; and (iii) where the transferor is an insurer licensed under the Insurance Act 1966, whether guaranteed policy moneys in relation to any policy should be adjusted upon the proposed transfer so as to achieve an orderly resolution of the transferor; and ( b ) to provide to the Authority a report on the assessment and on the proposed transfer. (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor. (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and transferee. (7) A determination may provide for the transfer of the business (or any part of the business) of the transferor to a transferee for the purpose mentioned in subsection (1)( e ), where the transferee is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, to carry on in Singapore the significant business of the transferor, on terms that the transfer is to take effect only in the event of the transferee becoming so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be. (8) Upon making a determination, the Authority must submit the determination to the Minister for approval. (9) Before approving the determination, the Minister must, unless the Minister decides that it is not practicable or desirable to do so — ( a ) publish in the Gazette and in such newspaper or newspapers as the Minister may determine a notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate; and ( b ) cause to be given to the transferor written notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which the transferor may make written representations to the Minister. (10) In determining the period within which written representations have to be made under subsection (9), the Minister must take into account the need for the transfer to be effected expeditiously in the interest of the stability of the financial system in Singapore. (11) Upon receipt of any written representation, the Minister must consider the representation for the purpose of deciding whether to approve the determination. (12) Where the transferor is a bank incorporated in Singapore, the Minister must not approve the determination unless the Minister is satisfied that it is in the national interest to do so. (13) The Minister may — ( a ) approve the determination without modification; ( b ) approve the determination subject to any modification the Minister considers appropriate, if either the board of directors of the transferee (if it is a corporation) or the committee of management of the transferee (if it is a co‑operative society) has agreed to the modification; or ( c ) refuse to approve the determination. (14) Any approval under subsection (13) is subject to such conditions as the Minister may determine to give effect to the determination, and the Minister may add to, vary or revoke any such condition. (15) The transferor or transferee (as the case may be) must comply with every condition mentioned in subsection (14) that applies to it and of which it has been given written notice by the Authority. (16) A person that contravenes subsection (15) 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. (17) A determination, an approval under subsection (13)( a ) or ( b ) of a determination or the issue of a certificate does not preclude the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the transferor.


document_id: fsma-2022
provision_ref: s67
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 67
title: Certificate of transfer
content:
67. —(1) If the Minister approves a determination, the Minister must, as soon as practicable, issue a certificate of transfer, which comes into effect on the date specified by the Minister in the certificate. (2) The certificate must specify such information as may be prescribed by regulations made under section 135. (3) The certificate may make provision 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 ) any property which is held by the transferor as trustee; ( d ) any future or contingent right or liability of the transferor; ( e ) the coming into effect of the transfer of any specified business on a date other than the date on which the certification comes into effect; ( f ) the consideration, if any, to be paid by the transferee to the transferor, and the period within which the consideration is to be paid; ( g ) where the transferor is an insurer licensed under the Insurance Act 1966, whether guaranteed policy moneys in relation to any policy should be adjusted upon the proposed transfer so as to achieve an orderly resolution of the transferor; ( h ) such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the transfer is fully effective, including conditions relating to the transfer. (4) The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate. (5) On or before the date on which the certificate comes into effect, the Authority must cause the certificate and any addition, variation or revocation referred to in subsection (4) to be — ( a ) served on the transferor and the transferee; and ( b ) published in the Gazette and in such newspaper or newspapers as the Minister may determine. (6) Subject to subsection (7), unless otherwise specified in the certificate, the transfer of the business (or any part of the business) of the transferor under the certificate takes effect on the date on which the certificate comes into effect. (7) Where the transferee is to carry on the whole or part of the significant business of the transferor, and is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, to carry on in Singapore the significant business of the transferor, the transfer of the business (or any part of the business) does not come into effect unless the transferee becomes so approved, authorised, designated, recognised, registered, licensed or regulated, as the case may be. (8) Despite any written law or rule of law, upon the date on which the transfer of the business (or any part of the business) of the transferor comes into effect under the certificate — ( a ) subject to subsection (13) — (i) the business (or any part of the business) is transferred to and vests in the transferee without other or further assurance, act or deed; and (ii) the certificate has effect according to its tenor and is binding on any person thereby affected; ( b ) no deed, bond, agreement or other arrangement subsisting immediately before that date — (i) which relates to the business (or any part of the business); and (ii) to which the transferor is a party, is considered terminated by reason only of the transfer, but each of these continues in full force and effect, and is enforceable by or against the transferee (as the case may be), as from that date, as if the transferee had been named in it or had been a party to it instead of the transferor; and ( c ) any proceedings or cause of action, by or against the transferor, pending or existing immediately before that date and relating to the business (or any part of the business) may be continued and enforced by or against the transferee as from that date. (9) Subsection (8)( b ) does not apply to a contract of employment. (10) To avoid doubt, this section does not affect the operation of section 18A of the Employment Act 1968. (11) To avoid doubt, the business (or any part of the business) of the transferor is transferred to and vests in the transferee in accordance with subsection (8), despite any incapacity of the transferor. (12) Where the transferor is an insurer licensed under the Insurance Act 1966 and guaranteed policy moneys under a policy have been adjusted under the certificate — ( a ) the policy owner or claimant continues to have recourse against the transferor for the difference between the original guaranteed policy moneys and the adjusted guaranteed policy moneys; and ( b ) any agreement or other arrangement mentioned in subsection (8)( b ) has effect as if the guaranteed policy moneys have been so adjusted. (13) The certificate does not have 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. (14) Section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018 does not apply to the transfer of any property under the certificate. (15) If any specified business is governed by the law of any foreign country or territory, and the transferee so requires, the transferor must take all necessary steps for securing that the transfer of the specified business to the transferee is fully effective under the law of that country or territory. (16) The transferor and the transferee must each lodge, within 7 days after being served with the certificate — ( a ) a copy of the certificate with the Registrar of Companies; ( b ) where the transferor or the transferee is a co‑operative society, a copy of the certificate with the Registrar of Co‑operative Societies; and ( c ) where the certificate relates to land in Singapore, an office copy of the certificate with the appropriate authority concerned with the registration or recording of dealings in that land. (17) A transferor or transferee that fails to comply with any provision in the certificate 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. (18) A transferor that contravenes subsection (15) 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. (19) A transferor or transferee that contravenes subsection (16), and every officer of the transferor or the 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. (20) In subsection (19), “officer”, in relation to a transferor or transferee, includes — ( a ) a director, a secretary or an executive officer of the transferor or transferee, as the case may be; ( b ) a receiver or manager of any part of the undertaking of the transferor or transferee (as the case may be) appointed under a power contained in any instrument; and ( c ) a liquidator of the transferor or the transferee (as the case may be) appointed in a voluntary winding up.


document_id: fsma-2022
provision_ref: s68
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 68
title: Moratorium, avoidance of disposition of property, etc.
content:
68. —(1) Despite section 62(2) but subject to section 134, no resolution may be passed, and no order may be made, for the winding up of a transferor, and no judicial manager may be appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to a transferor, during the period — ( a ) beginning on — (i) the date on which the Minister publishes the notice under section 66(9) in the Gazette on the transfer of the business (or any part of the business) of the transferor; or (ii) where the notice is not published in the Gazette , the date on which the Authority publishes the certificate under section 67(5) in the Gazette on the transfer of the business (or any part of the business) of the transferor; and ( b ) ending on — (i) the date on which the certificate comes into effect; or (ii) where the certificate specifies a different date for the coming into effect of the transfer of any specified business, the last day on which the transfer of every specified business has come into effect. (2) Despite section 62(2) but subject to section 134, during the period beginning on the date on which the Minister publishes the notice under section 66(9) in the Gazette on the transfer of a specified business of the transferor or (where the notice is not published in the Gazette ) the date on which the Authority publishes the certificate under section 67(5) in the Gazette on the transfer of the specified business, and ending on the date on which the transfer of the specified business comes into effect — ( a ) no proceedings may be commenced or continued against the transferor in respect of the specified business; ( b ) no enforcement order, distress or other legal process may be commenced, levied or continued against the specified business; ( c ) no steps may be taken to enforce any security over the specified business or to repossess from the transferor the specified business under any hire-purchase agreement, chattels leasing agreement or retention of title agreement; and ( d ) any sale, transfer, assignment or other disposition of the specified business is void, except for (where the transferor is an insurer licensed under the Insurance Act 1966) any payment of claims to policy owners or claimants, other than policy owners who are related corporations of the transferor. Division 3 &#x2014; Reverse transfer of business and
onward transfer of business


document_id: fsma-2022
provision_ref: s69
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 69
title: Interpretation of this Division
content:
69. In this Division — “2nd transferee” means the person to which the whole or part of a transferor’s business that was transferred to a transferee by a certificate of transfer, is or is to be transferred from the transferee in accordance with an onward transfer certificate under section 73; “business” includes affairs, property, right, obligation and liability; “certificate of transfer” means a certificate of transfer issued under section 67; “onward transfer” means the transfer by the transferee to the 2nd transferee, in accordance with an onward transfer certificate under section 73, of the whole or part of the business transferred to the transferee by a certificate of transfer; “reverse transfer” means the transfer by the transferee to the transferor in accordance with a reverse transfer certificate under section 71, of the whole or part of the transferor’s business that was transferred to the transferee by a certificate of transfer; “transferee” means the person to which the whole or part of a transferor’s business has been transferred by a certificate of transfer; “transferor” means a pertinent financial institution the whole or part of the business of which has been transferred by a certificate of transfer.


document_id: fsma-2022
provision_ref: s70
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 70
title: Reverse transfer of business
content:
70. —(1) Subject to this section, the Authority may, at any time after the transfer of any business under a certificate of transfer, make a determination that the whole or any part of the business transferred to the transferee by the certificate be transferred back to the transferor. (2) The Authority may make such determination if — ( a ) the board of directors of the transferee (if it is a corporation), or the committee of management of the transferee (if it is a co-operative society), consents to the reverse transfer; and ( b ) the conditions prescribed by regulations made under section 135 are met. (3) The Authority must submit every determination under subsection (1) to the Minister for approval. (4) The Minister may — ( a ) approve a determination under subsection (1) without modification; ( b ) approve a determination under subsection (1) subject to any modification the Minister considers appropriate, if the board of directors of the transferee (if it is a corporation), or the committee of management of the transferee (if it is a co‑operative society), agrees to the modification; or ( c ) refuse to approve the determination. (5) An approval under subsection (4)( a ) or ( b ) is subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any such condition. (6) The transferor or the transferee (as the case may be) must comply with every condition mentioned in subsection (5) that applies to it and of which it has been given written notice by the Authority. (7) A person that contravenes subsection (6) 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. (8) A determination under subsection (1) or an approval under subsection (4)( a ) or ( b ) of the determination does not prevent the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the transferor.


document_id: fsma-2022
provision_ref: s71
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 71
title: Reverse transfer certificate
content:
71. —(1) If the Minister approves a determination under section 70, the Minister must, as soon as practicable, issue a certificate (called in this section the reverse transfer certificate), which is to come into effect on the date specified in the certificate. (2) The reverse transfer certificate must specify such information as may be prescribed by regulations made under section 135. (3) The reverse transfer certificate may make provision for one or more of the following matters: ( a ) the reverse transfer approved by the Minister; ( b ) the effective date of the reverse transfer, if different from the date on which the reverse transfer certificate comes into effect; ( c ) the consideration, if any, to be returned by the transferee to the transferor and the period within which the consideration is to be returned; ( d ) the rescission of provisions made for any of the matters mentioned in section 67(3)( c ) and ( d ) in the certificate of transfer concerned; ( e ) such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the reverse transfer is fully effective, including any condition mentioned in section 70(5). (4) The Minister may, at any time before the reverse transfer certificate comes into effect, add to, vary or revoke any matter specified in the reverse transfer certificate. (5) On or before the date on which the reverse transfer certificate comes into effect, the Authority must cause the reverse transfer certificate, and any addition, variation or revocation mentioned in subsection (4) to be — ( a ) served on the transferor and the transferee; and ( b ) published in the Gazette and in such newspaper or newspapers as the Minister may determine. (6) Subject to subsection (7), unless otherwise specified in the reverse transfer certificate, the effective date of the reverse transfer is the date on which the reverse transfer certificate comes into effect. (7) Despite any written law or rule of law (including section 67 as it applies to the certificate of transfer in question), on the effective date of the reverse transfer — ( a ) subject to subsection (10) — (i) the business that is the subject of the reverse transfer is transferred back to and vests in the transferor without other or further assurance, act or deed; and (ii) the reverse transfer certificate has effect according to its tenor and is binding on any person affected by it; ( b ) no deed, bond, agreement or other arrangement mentioned in section 67(8)( b ) which relates to the business that is the subject of the reverse transfer is considered terminated by reason only of the reverse transfer, but each of these continues in full force and effect and is once again enforceable by or against the transferor, as the case may be; ( c ) no deed, bond, agreement or other arrangement — (i) that is entered into by the transferee after the transfer of business under the certificate of transfer under section 67, but before the effective date of the reverse transfer; and (ii) which relates to the business that is the subject of the reverse transfer, is considered terminated by reason only of the reverse transfer, but each of these continues in full force and effect, and is enforceable by or against the transferor (as the case may be), as if the transferor had been named in it or had been a party to it instead of the transferee; and ( d ) any proceedings or cause of action, by or against the transferee, pending or existing immediately before the effective date of the reverse transfer (including those mentioned in section 67(8)( c )), and relating to the business that is the subject of the reverse transfer may be continued and enforced by or against the transferor as from that date. (8) Subsection (7)( b ) and ( c ) does not apply to a contract of employment. (9) To avoid doubt, this section does not affect the operation of section 18A of the Employment Act 1968. (10) Section 67(11) to (20) applies in relation to a reverse transfer as it applies to a transfer of business under that provision as if — ( a ) a reference to the business to be transferred is a reference to the business that is the subject of the reverse transfer; ( b ) a reference to the transferor is a reference to the transferee; ( c ) a reference to the transferee is a reference to the transferor; and ( d ) a reference to the certificate of transfer is a reference to the reverse transfer certificate.


document_id: fsma-2022
provision_ref: s72
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 72
title: Onward transfer of business
content:
72. —(1) Subject to this section, the Authority may, at any time after the transfer of any business under a certificate of transfer, make a determination that the whole or any part of the business transferred to the transferee by the certificate be transferred to another transferee. (2) The Authority may make such determination if — ( a ) the board of directors of the 2nd transferee (if it is a corporation), or the committee of management of the 2nd transferee (if it is a co‑operative society), consents to the transfer; and ( b ) the transferee is an entity established or incorporated to do one or both of the following: (i) temporarily hold and manage the assets and liabilities of the transferor; (ii) do any other act for the orderly resolution of the transferor. (3) The Authority must submit every determination under subsection (1) to the Minister for approval. (4) The Minister may — ( a ) approve a determination under subsection (1) without modification; ( b ) approve a determination under subsection (1) subject to any modification the Minister considers appropriate, if the board of directors of the 2nd transferee (if it is a corporation), or the committee of management of the 2nd transferee (if it is a co‑operative society), agrees to the modification; or ( c ) refuse to approve the determination. (5) An approval under subsection (4)( a ) or ( b ) is subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any such condition. (6) The transferee or 2nd transferee (as the case may be) must comply with every condition mentioned in subsection (5) that applies to it and of which it has been given written notice by the Authority. (7) A person that contravenes subsection (6) 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. (8) A determination under subsection (1) or an approval under subsection (4)( a ) or ( b ) of the determination does not prevent the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the transferor.


document_id: fsma-2022
provision_ref: s73
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 73
title: Onward transfer certificate
content:
73. —(1) If the Minister approves a determination under section 72, the Minister must, as soon as practicable, issue a certificate (called in this section the onward transfer certificate), which is to come into effect on the date specified in the certificate. (2) The onward transfer certificate must specify such information as may be prescribed by regulations made under section 135. (3) The onward transfer certificate may make provision for all or any of the following matters: ( a ) the onward transfer approved by the Minister; ( b ) the effective date of the onward transfer, if different from the date on which the onward transfer certificate comes into effect; ( c ) the consideration, if any, to be paid by the 2nd transferee to the transferee and the period within which the consideration is to be paid; ( d ) such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the onward transfer is fully effective, including any condition mentioned in section 72(5). (4) The Minister may, at any time before the onward transfer certificate comes into effect, add to, vary or revoke any matter specified in the onward transfer certificate. (5) On or before the date on which the onward transfer certificate comes into effect, the Authority must cause the onward transfer certificate and any addition, variation or revocation mentioned in subsection (4) — ( a ) to be served on the transferee and the 2nd transferee; and ( b ) to be published in the Gazette and in such newspaper or newspapers as the Minister may determine. (6) Subject to subsection (7), unless otherwise specified in the onward transfer certificate, the effective date of the onward transfer is the date on which the onward transfer certificate comes into effect. (7) Despite any written law or rule of law (including section 67 as it applies to the certificate of transfer in question), on the effective date of the onward transfer — ( a ) subject to subsection (10) — (i) the business that is the subject of the onward transfer is transferred to and vests in the 2nd transferee without other or further assurance, act or deed; and (ii) the onward transfer certificate has effect according to its tenor and is binding on any person affected by it; ( b ) no deed, bond, agreement or other arrangement (including any deed, bond, agreement or other arrangement mentioned in section 67(8)( b )) which relates to the business that is the subject of the onward transfer, is considered terminated by reason only of the onward transfer, but each of these continues in full force and effect and is enforceable by or against the 2nd transferee (as the case may be) as if the 2nd transferee had been named in it or had been a party to it instead of the transferee; and ( c ) any proceedings or cause of action, by or against the transferee, pending or existing immediately before the effective date of the onward transfer (including those mentioned in section 67(8)( c )) and relating to the business that is the subject of the onward transfer may be continued and enforced by or against the 2nd transferee as from that date. (8) Subsection (7)( b ) does not apply to a contract of employment. (9) To avoid doubt, this section does not affect the operation of section 18A of the Employment Act 1968. (10) Section 67(11) to (20) applies in relation to an onward transfer as it applies to a transfer of business under this section as if — ( a ) a reference to the business to be transferred is a reference to the business that is the subject of the onward transfer; ( b ) a reference to the transferor is a reference to the transferee; ( c ) a reference to the transferee is a reference to the 2nd transferee; and ( d ) a reference to the certificate of transfer is a reference to the onward transfer certificate. Division 4 &#x2014; Compulsory transfer of shares of pertinent
financial institution


document_id: fsma-2022
provision_ref: s74
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 74
title: Interpretation of this Division
content:
74. —(1) In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “certificate” means a certificate of transfer issued by the Minister under section 76(1); “determination” means a determination made by the Authority under section 75(1); “property” includes property, right and power of every description; “significant shareholder”, in relation to a pertinent financial institution, means any person prescribed by regulations made under section 135 as a significant shareholder for that pertinent financial institution; “significant shareholder provisions”, in relation to any pertinent financial institution, means such provisions of written law as may be prescribed by regulations made under section 135 as significant shareholder provisions for that pertinent financial institution; “transferee” means any person to whom a transferor’s shares are, are to be, or are proposed to be, transferred under this Division; “transferor” means a shareholder of a pertinent financial institution whose shares in the pertinent financial institution are, are to be, or are proposed to be, transferred under this Division. (2) This Division does not apply where the pertinent financial institution is a co‑operative society.


document_id: fsma-2022
provision_ref: s75
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 75
title: Compulsory transfer of shares
content:
75. —(1) The Authority may make a determination that all or any of the shares held by a transferor in a pertinent financial institution incorporated in Singapore be transferred to a transferee, if — ( a ) any ground exists for the Authority to exercise any power under the relevant provisions in relation to the pertinent financial institution, whether or not the Authority has exercised the power; ( b ) the transferee or, where the transferee is a corporation or co‑operative society, the board of directors of the transferee (in any case where the transferee is a corporation), or the committee of management of the transferee (in any case where the transferee is a co‑operative society), has consented to the transfer; and ( c ) the Authority is satisfied that the transfer is appropriate, having regard to — (i) in any case where the pertinent financial institution is a bank — (A) the interests of the depositors of the pertinent financial institution given priority and the order of priority of each class of depositors under section 62 of the Banking Act 1970; (B) if the transferee is a bank, the interests of the depositors of the transferee given priority and the order of priority of each class of depositors under section 62 of the Banking Act 1970; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; (ii) in any case where the pertinent financial institution is a finance company licensed under the Finance Companies Act 1967 — (A) the interests of the depositors of the pertinent financial institution given priority and the order of priority of each class of depositors under section 44A of the Finance Companies Act 1967; (B) if the transferee is a finance company licensed under the Finance Companies Act 1967, the interests of the depositors of the transferee given priority and the order of priority of each class of depositors under section 44A of that Act; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; (iii) in any case where the pertinent financial institution is an insurer licensed under the Insurance Act 1966 — (A) the interests of the policy owners of the insurer given priority and the order of priority of each class of policy owners under section 123 of the Insurance Act 1966; (B) if the transferee is an insurer licensed under the Insurance Act 1966, the interests of the policy owners of the transferee given priority and the order of priority of each class of policy owners under section 123 of that Act; (C) the stability of the financial system in Singapore; (D) whether the PPF Agency has to make a payout from any of the PPF Funds to the transferee and the amount of such payout, if any; and (E) any other matter that the Authority considers relevant; or (iv) in any other case — (A) the interests of the affected persons of the pertinent financial institution; (B) the interests of the affected persons, if any, of the transferee; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant. (2) The Authority may, before making a determination, appoint one or more persons — ( a ) to perform an independent assessment of — (i) the proposed transfer of shares; and (ii) the consideration, if any, that should be paid by the transferee; and ( b ) to provide to the Authority a report on the assessment and on the proposed transfer. (3) The remuneration and expenses of any person appointed under subsection (2) must be paid by the pertinent financial institution. (4) The Authority must serve a copy of any report provided under subsection (2) on the transferor and the transferee. (5) Upon making a determination, the Authority must submit the determination to the Minister for approval. (6) Before approving the determination, the Minister must, unless the Minister decides that it is not practicable or desirable to do so — ( a ) publish in the Gazette and in such newspaper or newspapers as the Minister may determine a notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate; and ( b ) cause to be given to the transferor written notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which the transferor may make written representations to the Minister. (7) In determining the period within which written representations have to be made under subsection (6), the Minister must take into account the need for the transfer to be effected expeditiously in the interest of the stability of the financial system in Singapore. (8) Upon receipt of any written representation, the Minister must consider the representation for the purpose of deciding whether to approve the determination. (9) Where the determination, if approved, will result in the transferee becoming a significant shareholder of the pertinent financial institution, the Minister must not approve the determination unless — ( a ) the Authority is satisfied that — (i) the transferee is a fit and proper person under the Guidelines on Fit and Proper Criteria; and (ii) having regard to the likely influence of the transferee, the pertinent financial institution will or will continue to conduct its business prudently and comply with the provisions of this Act and the relevant Act applicable to the pertinent financial institution; and ( b ) the Minister is satisfied that — (i) in any case where the pertinent financial institution is a bank incorporated in Singapore, it is in the national interest to do so; or (ii) in any other case, it is in the public interest to do so. (10) The Minister may — ( a ) approve the determination without modification; ( b ) approve the determination subject to any modification the Minister considers appropriate, if the transferee or, where the transferee is a corporation or co‑operative society, the board of directors of the transferee (in any case where the transferee is a corporation), or the committee of management of the transferee (in any case where the transferee is a co‑operative society), has agreed to the modification; or ( c ) refuse to approve the determination. (11) An approval under subsection (10) is subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any such condition. (12) The transferor must comply with every condition referred to in subsection (11) that applies to the transferor and of which it has been given written notice by the Authority. (13) The transferee must comply with every condition referred to in subsection (11) that applies to the transferee and of which it has been given written notice by the Authority. (14) A person that contravenes subsection (12) or (13) 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. (15) A determination, an approval under subsection (10)( a ) or ( b ) of a determination or the issue of a certificate does not preclude the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the pertinent financial institution.


document_id: fsma-2022
provision_ref: s76
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 76
title: Certificate of transfer
content:
76. —(1) If the Minister approves a determination, the Minister must, as soon as practicable, issue a certificate of transfer, which comes into effect on the date specified by the Minister in the certificate. (2) The certificate must specify such information as may be prescribed by regulations made under section 135. (3) The certificate may make provision for all or any of the following matters: ( a ) the transfer to the transferee of all or any of the shares of the transferor in the pertinent financial institution; ( b ) any share in the pertinent financial institution which is held by the transferor as trustee; ( c ) the consideration, if any, to be paid by the transferee to the transferor, and the period within which the consideration is to be paid; ( d ) such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the transfer is fully effective, including conditions relating to the transfer. (4) The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate. (5) On or before the date on which the certificate comes into effect, the Authority must cause the certificate and any addition, variation or revocation referred to in subsection (4) to be — ( a ) served on the pertinent financial institution; and ( b ) published in the Gazette and in such newspaper or newspapers as the Minister may determine. (6) Despite any written law or rule of law, or anything in the memorandum and articles of association of the pertinent financial institution, upon the certificate coming into effect — ( a ) any share of the transferor that is to be transferred under the certificate is transferred to and vests in the transferee, free from any claim or encumbrance, without other or further assurance, act or deed; and ( b ) the certificate has effect according to its tenor and is binding on any person thereby affected. (7) To avoid doubt, the shares of the transferor are transferred to and vest in the transferee in accordance with subsection (6), despite the death or dissolution, the bankruptcy or winding up, or the mental or other incapacity, of the transferor. (8) Section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018 does not apply to the transfer of any share under the certificate. (9) Where the transfer of shares under the certificate results in the transferee becoming a significant shareholder of the pertinent financial institution, upon the coming into effect of the certificate, the transferee — ( a ) is treated as having obtained the approval of the Minister or the Authority (as the case may be) under the significant shareholder provisions applicable to the pertinent financial institution, in respect of the shares; and ( b ) is not required to make a take-over offer or to acquire the shares of the other shareholders of the pertinent financial institution, despite the provisions of the Companies Act 1967 or the Take‑over Code. (10) A transferor or transferee who fails to comply with any provision in the certificate shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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. (11) Where a person is charged with an offence under subsection (10), it is a defence for the person to prove that — ( a ) the person was not aware that the person had contravened any provision in the certificate; and ( b ) the person has complied with the provision within a reasonable time after becoming aware of the contravention. (12) Except as provided in subsection (11), it is not a defence for a person charged with an offence under subsection (10) that the person did not intend to or did not knowingly contravene any provision in the certificate. (13) Despite section 62(2) but subject to section 134, during the period beginning on the date on which the Minister publishes the notice under section 75(6) in the Gazette on the transfer of any share in a pertinent financial institution or (where the notice is not published in the Gazette ) the date on which the Authority publishes the certificate under subsection (5) in the Gazette on the transfer of the share, and ending on the date on which the transfer of the share comes into effect — ( a ) no enforcement order or other legal process may be commenced or continued against the share; ( b ) no steps may be taken to enforce any security over the share; ( c ) any sale, transfer, assignment or other disposition of the share is void; ( d ) no voting rights are exercisable in respect of the share, unless the Minister expressly permits such rights to be exercised; ( e ) no shares in the pertinent financial institution may be issued or offered (whether by ways of rights, bonus or otherwise) in respect of the share, unless the Minister expressly permits such issue or offer; ( f ) no payment may be made by the pertinent financial institution of any amount (whether by dividends or otherwise) in respect of the share, unless the Minister expressly authorises such payment; ( g ) no resolution may be passed, and no order may be made, for the winding up of the pertinent financial institution; ( h ) no judicial manager may be appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the pertinent financial institution; ( i ) no proceedings may be commenced or continued against the pertinent financial institution in respect of any business of the pertinent financial institution; ( j ) no enforcement order, distress or other legal process may be commenced, levied or continued against any property of the pertinent financial institution; ( k ) no steps may be taken to enforce any security over any property of the pertinent financial institution; and ( l ) any sale, transfer, assignment or other disposition of any property of the pertinent financial institution is void, except for (where the pertinent financial institution is an insurer licensed under the Insurance Act 1966) any payment of claims to policy owners or claimants, other than policy owners who are related corporations of the pertinent financial institution. Division 5 &#x2014; Compulsory restructuring of
share capital of pertinent financial institution


document_id: fsma-2022
provision_ref: s77
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 77
title: Interpretation of this Division
content:
77. In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “certificate” means a certificate of restructuring of share capital issued by the Minister under section 79(1); “determination” means a determination made by the Authority under section 78(1) or (2); “property” includes property, right and power of every description; “significant shareholder”, in relation to a pertinent financial institution, means any person prescribed by regulations made under section 135 as a significant shareholder for that pertinent financial institution; “significant shareholder provisions”, in relation to any pertinent financial institution, means such provisions of written law as may be prescribed by regulations made under section 135 for that pertinent financial institution; “subscriber” means any person to whom shares in a pertinent financial institution incorporated in Singapore are, are to be, or are proposed to be, issued under this Division.


document_id: fsma-2022
provision_ref: s78
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 78
title: Compulsory restructuring of share capital
content:
78. —(1) The Authority may make a determination that the share capital of a pertinent financial institution incorporated in Singapore be reduced by the cancellation of the whole or any part of any share capital not paid up, or of any paid‑up share capital, if — ( a ) any ground exists for the Authority to exercise any power under the relevant provisions in relation to the pertinent financial institution, whether or not the Authority has exercised the power; and ( b ) the Authority is of the opinion that — (i) the liability on any of the shares of the pertinent financial institution in respect of share capital not paid up ought to be extinguished or reduced; or (ii) any paid-up share capital of the pertinent financial institution is lost or not represented by the available assets of the pertinent financial institution. (2) The Authority may make a determination that shares be issued by a pertinent financial institution incorporated in Singapore to a subscriber, if — ( a ) any ground exists for the Authority to exercise any power under the relevant provisions in relation to the pertinent financial institution, whether or not the Authority has exercised the power; ( b ) the subscriber or, where the subscriber is a corporation or co‑operative society, the board of directors of the subscriber (in any case where the subscriber is a corporation), or the committee of management of the subscriber (in any case where the subscriber is a co‑operative society), has consented to subscribe for the shares; and ( c ) the Authority is satisfied that the issue of shares is appropriate, having regard to — (i) in any case where the pertinent financial institution is a bank — (A) the interests of the depositors of the pertinent financial institution given priority and the order of priority of each class of depositors under section 62 of the Banking Act 1970; (B) if the subscriber is a bank, the interests of the depositors of the subscriber given priority and the order of priority of each class of depositors under section 62 of the Banking Act 1970; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; (ii) in any case where the pertinent financial institution is a finance company licensed under the Finance Companies Act 1967 — (A) the interests of the depositors of the pertinent financial institution given priority and the order of priority of each class of depositors under section 44A of the Finance Companies Act 1967; (B) if the subscriber is a finance company licensed under the Finance Companies Act 1967, the interests of the depositors of the subscriber given priority and the order of priority of each class of depositors under section 44A of that Act; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; (iii) in any case where the pertinent financial institution is an insurer licensed under the Insurance Act 1966 — (A) the interests of the policy owners of the insurer given priority and the order of priority of each class of policy owners under section 123 of the Insurance Act 1966; (B) if the subscriber is an insurer licensed under the Insurance Act 1966, the interests of the policy owners of the subscriber given priority and the order of priority of each class of policy owners under section 123 of that Act; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant; or (iv) in any other case — (A) the interests of the affected persons of the pertinent financial institution; (B) the interests of the affected persons, if any, of the subscriber; (C) the stability of the financial system in Singapore; and (D) any other matter that the Authority considers relevant. (3) The Authority may, before making a determination, appoint one or more persons — ( a ) to perform an independent assessment of — (i) in the case of a determination to be made under subsection (1), the value of the assets of the pertinent financial institution and the extent to which the whole or any part of any share capital not paid up, or of any paid‑up share capital, should be cancelled; and (ii) in the case of a determination to be made under subsection (2), the value of the assets of the pertinent financial institution in which the shares are proposed to be issued and the consideration, if any, that should be paid by the subscriber; and ( b ) to provide to the Authority a report on the assessment and on the proposed restructuring of share capital. (4) The remuneration and expenses of any person appointed under subsection (3) must be paid by the pertinent financial institution in which the shares are proposed to be cancelled or issued, as the case may be. (5) The Authority must serve a copy of any report provided under subsection (3) — ( a ) on the pertinent financial institution in which the shares are proposed to be cancelled or issued, as the case may be; and ( b ) where the report is in relation to a determination to be made under subsection (2), on the subscriber. (6) Upon making a determination, the Authority must submit the determination to the Minister for approval. (7) Before approving the determination, the Minister must, unless the Minister decides that it is not practicable or desirable to do so — ( a ) publish in the Gazette and in such newspaper or newspapers as the Minister may determine a notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which any shareholder of the pertinent financial institution in which the shares are proposed to be cancelled or issued (as the case may be) may make written representations to the Minister; and ( b ) cause to be given to the pertinent financial institution written notice of the Minister’s intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which the pertinent financial institution may make written representations to the Minister. (8) In determining the period within which written representations have to be made under subsection (7), the Minister must take into account the need for the restructuring of share capital to be effected expeditiously in the interest of the stability of the financial system in Singapore. (9) Upon receipt of any written representation, the Minister must consider the representation for the purpose of deciding whether to approve the determination. (10) Where a determination under subsection (2), if approved, will result in the subscriber becoming a significant shareholder, the Minister must not approve the determination unless — ( a ) the Authority is satisfied that — (i) the subscriber is a fit and proper person under the Guidelines on Fit and Proper Criteria; and (ii) having regard to the likely influence of the subscriber, the pertinent financial institution will or will continue to conduct its business prudently and comply with the provisions of this Act and the relevant Act applicable to the pertinent financial institution; and ( b ) the Minister is satisfied that — (i) in any case where the pertinent financial institution is a bank incorporated in Singapore, it is in the national interest to do so; or (ii) in any other case, it is in the public interest to do so. (11) The Minister may — ( a ) approve the determination without modification; ( b ) in the case of a determination under subsection (1), approve the determination subject to any modification the Minister considers appropriate; ( c ) in the case of a determination under subsection (2), approve the determination subject to any modification the Minister considers appropriate, if the subscriber or, where the subscriber is a corporation or co‑operative society, the board of directors of the subscriber (in any case where the subscriber is a corporation), or the committee of management of the subscriber (in any case where the subscriber is a co‑operative society), has agreed to the modification; or ( d ) refuse to approve the determination. (12) An approval under subsection (11) is subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any such condition. (13) The pertinent financial institution must comply with every condition referred to in subsection (12) that applies to it and of which it has been given written notice by the Authority. (14) The subscriber must comply with every condition referred to in subsection (12) that applies to the subscriber and of which the subscriber has been given written notice by the Authority. (15) A person that contravenes subsection (13) or (14) 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. (16) A determination, an approval under subsection (11)( a ), ( b ) or ( c ) of a determination or the issue of a certificate does not preclude the exercise of any power by the Authority or the Minister under this Act or the relevant Act applicable to the pertinent financial institution.


document_id: fsma-2022
provision_ref: s79
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 79
title: Certificate of restructuring of share capital
content:
79. —(1) If the Minister approves a determination, the Minister must, as soon as practicable, issue a certificate of restructuring of share capital, which comes into effect on the date specified by the Minister in the certificate. (2) The certificate must specify such information as may be prescribed by regulations made under section 135. (3) The certificate may make provision for all or any of the following matters: ( a ) the cancellation of the whole or any part of the share capital of the pertinent financial institution not paid up; ( b ) the cancellation of the whole or any part of the paid‑up share capital of the pertinent financial institution which is lost or not represented by the available assets of the pertinent financial institution; ( c ) the shares to be issued by the pertinent financial institution to the subscriber, the consideration, if any, to be paid by the subscriber for the shares and the period within which the consideration is to be paid; ( d ) such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the restructuring of share capital is fully effective, including conditions relating to the restructuring of share capital. (4) The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate. (5) On or before the date on which the certificate comes into effect, the Authority must cause the certificate and any addition, variation or revocation referred to in subsection (4) to be — ( a ) served on the pertinent financial institution; and ( b ) published in the Gazette and in such newspaper or newspapers as the Minister may determine. (6) Despite any written law or rule of law, or anything in the memorandum and articles of association of the pertinent financial institution, upon the certificate coming into effect — ( a ) where the certificate provides for a reduction of the share capital of the pertinent financial institution — (i) the reduction of the share capital takes effect without other or further act by the pertinent financial institution; and (ii) the certificate has effect according to its tenor and is binding on any person thereby affected; or ( b ) where the certificate provides for the issue of shares by the pertinent financial institution — (i) the pertinent financial institution must issue the shares in accordance with the certificate; and (ii) the certificate has effect according to its tenor and is binding on any person thereby affected. (7) Where the issue of shares under the certificate results in the subscriber becoming a significant shareholder of the pertinent financial institution, upon the coming into effect of the certificate, the subscriber — ( a ) is treated as having obtained the approval of the Minister or the Authority (as the case may be) under the significant shareholder provisions applicable to the pertinent financial institution, in respect of the shares; and ( b ) is not required to make a take-over offer or to acquire the shares of the other shareholders of the pertinent financial institution, despite the provisions of the Companies Act 1967 or the Take‑over Code. (8) The pertinent financial institution must lodge a copy of the certificate with the Registrar of Companies within 7 days after being served the certificate. (9) A pertinent financial institution that or a subscriber who fails to comply with any provision in the certificate shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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. (10) Where a person is charged with an offence under subsection (9), it is a defence for the person to prove that — ( a ) the person was not aware that the person had contravened any provision in the certificate; and ( b ) the person has complied with the provision within a reasonable time after becoming aware of the contravention. (11) Except as provided in subsection (10), it is not a defence for a person charged with an offence under subsection (9) that the person did not intend to or did not knowingly contravene any provision in the certificate. (12) A pertinent financial institution that contravenes subsection (8), and every officer of the pertinent financial institution who fails to take all reasonable steps to secure compliance by the pertinent financial institution 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. (13) Despite section 62(2) but subject to section 134, during the period beginning on the date on which the Minister publishes the notice under section 78(7) in the Gazette on the restructuring of the share capital of a pertinent financial institution or (where the notice is not published in the Gazette ) the date on which the Authority publishes the certificate under subsection (5) in the Gazette on the restructuring of the share capital, and ending on the date on which the certificate comes into effect — ( a ) no resolution may be passed, and no order may be made, for the winding up of the pertinent financial institution; ( b ) no judicial manager may be appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the pertinent financial institution; ( c ) no proceedings may be commenced or continued against the pertinent financial institution in respect of any business of the pertinent financial institution; ( d ) no enforcement order, distress or other legal process may be commenced, levied or continued against any property of the pertinent financial institution; ( e ) no steps may be taken to enforce any security over any property of the pertinent financial institution; and ( f ) any sale, transfer, assignment or other disposition of any property of the pertinent financial institution is void, except for (where the pertinent financial institution is an insurer licensed under the Insurance Act 1966) any payment of claims to policy owners or claimants, other than policy owners who are related corporations of the pertinent financial institution. (14) In subsection (12), “officer”, in relation to a pertinent financial institution, includes — ( a ) a director, a secretary or an executive officer of the pertinent financial institution; ( b ) a receiver or manager of any part of the undertaking of the pertinent financial institution appointed under a power contained in any instrument; and ( c ) a liquidator of the pertinent financial institution appointed in a voluntary winding up. Division 6 &#x2014; Bail-in powers


document_id: fsma-2022
provision_ref: s80
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 80
title: Interpretation of this Division
content:
80. —(1) In this Division, unless the context otherwise requires — “appointed date”, in relation to a bail‑in certificate, means the date appointed for the bail‑in certificate to take effect, as specified in the notification under section 84(2); “bail‑in certificate” means a bail-in certificate issued under section 84(1); “determination” means a determination made by the Authority under section 82(1); “Division 6 FI” or Division 6 financial institution, means a pertinent financial institution that belongs to a class of pertinent financial institutions prescribed by regulations made under section 135 as Division 6 financial institutions; “eligible instrument” means an instrument or a liability within a class of instruments or liabilities that are prescribed by regulations made under section 135 as eligible instruments; “pre-resolution creditor” means any person who was a creditor of a Division 6 FI immediately before the date of publication in the Gazette of the bail‑in certificate; “pre-resolution shareholder” means any person who, immediately before the date of publication in the Gazette of the bail‑in certificate, held shares or other instrument conferring or representing a legal or beneficial ownership interest in a Division 6 FI; “resulting FI” or resulting financial institution, in relation to a Division 6 FI, means an entity established or incorporated to do one or both of the following: ( a ) temporarily hold and manage the assets and liabilities of the Division 6 FI; ( b ) do any act for the orderly resolution of the Division 6 FI, and which issued or must issue a share or other similar instrument representing a legal or beneficial ownership interest, pursuant to a provision of a bail‑in certificate issued for that Division 6 FI; “significant shareholder”, in relation to a Division 6 FI or resulting FI, means any person falling within a description of shareholders of the Division 6 FI or resulting FI prescribed by regulations made under section 135 as its significant shareholders; “significant shareholder provision” means a provision of any written law that is prescribed by regulations made under section 135 as a significant shareholder provision. (2) For the purposes of this Division, a reference to cancelling an eligible instrument includes cancelling the eligible instrument in whole or in part. (3) For the purposes of this Division, a reference to modifying, converting, or changing the form of an eligible instrument is a reference to — ( a ) converting the whole or a part of the eligible instrument from one form or class to another; ( b ) replacing the whole or a part of the eligible instrument with another instrument or liability of a different form or class; ( c ) creating a new instrument (of any form or class) or liability in connection with the modification of the eligible instrument; or ( d ) converting the whole or a part of the eligible instrument into shares or other similar instrument issued by a resulting FI.


document_id: fsma-2022
provision_ref: s81
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 81
title: Exercise of powers under this Division
content:
81. —(1) In exercising any power under this Division, the Authority must have regard to the desirability of giving each pre‑resolution creditor or pre‑resolution shareholder of a Division 6 FI the priority and treatment the pre‑resolution creditor or pre‑resolution shareholder would have enjoyed had the Division 6 FI been wound up. (2) In determining whether to exercise its powers in accordance with the priority and treatment a pre‑resolution creditor or pre‑resolution shareholder of a Division 6 FI would have enjoyed had the Division 6 FI been wound up, the Authority may consider the following: ( a ) any widespread adverse impact that the Division 6 FI’s failure would have on the financial system in Singapore or the economy of Singapore, or both; ( b ) the need to maximise value for the benefit of all creditors of the Division 6 FI as a whole; ( c ) the public interest; ( d ) any other matter that the Authority considers relevant. (3) Any exercise of a power under this Division does not prevent the exercise of any other power of the Authority or the Minister under this Act or the relevant Act applicable to the Division 6 FI or resulting FI.


document_id: fsma-2022
provision_ref: s82
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 82
title: Determination by Authority
content:
82. —(1) Subject to subsection (2), the Authority may make one or more of the following determinations concerning one or more eligible instruments issued by a Division 6 FI, or to which the Division 6 FI is a party or is subject: ( a ) that the eligible instrument or instruments should be cancelled; ( b ) that the eligible instrument or instruments should be modified, converted or changed in form; ( c ) that the eligible instrument or instruments should have effect as if a right of modification, conversion or change of its or their form had been exercised. (2) The Authority may make the determination in subsection (1) if — ( a ) any ground exists for the Authority to exercise any power under the relevant provisions applicable to the Division 6 FI, whether or not the Authority has exercised the power; and ( b ) the Authority is of the opinion that — (i) the eligible instrument or instruments ought to be bailed in to facilitate the orderly resolution of the Division 6 FI; or (ii) the Division 6 FI’s available assets do not or are unlikely to support payment of its liabilities, as they become due and payable. (3) The Authority may, before making a determination, appoint one or more persons — ( a ) to perform an independent assessment of the extent to which the acts mentioned in subsection (1)( a ), ( b ) and ( c ) should be carried out for all or any eligible instruments; and ( b ) to provide to the Authority a report on the assessment. (4) The remuneration and expenses of any person appointed under subsection (3) are to be paid by the Division 6 FI. (5) The Authority must serve a copy of any report provided under subsection (3) on the Division 6 FI. (6) Upon making a determination, the Authority must submit the determination to the Minister for approval.


document_id: fsma-2022
provision_ref: s83
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 83
title: Approval by Minister of determination
content:
83. —(1) Before approving a determination of the Authority, the Minister must, unless the Minister decides that it is not practicable or desirable to do so — ( a ) publish in the Gazette and in such newspaper or newspapers as the Minister determines, a notice specifying — (i) the Minister’s intention to approve the determination; (ii) the date by which the holder of an eligible instrument that is the subject of the determination may make written representations to the Minister; and (iii) such other particulars as the Minister considers appropriate; and ( b ) give to the Division 6 FI written notice specifying — (i) the Minister’s intention to approve the determination; (ii) the date by which the Division 6 FI may make written representations to the Minister; and (iii) such other particulars as the Minister considers appropriate. (2) In determining the period within which written representations have to be made under subsection (1), the Minister must take into account the need for the measures proposed by the determination to be effected expeditiously in the interest of the stability of the financial system in Singapore. (3) The Minister must consider all written representations for the purpose of deciding whether to approve the determination. (4) The Minister may — ( a ) approve the determination without modification; ( b ) approve the determination subject to any modification the Minister considers appropriate; or ( c ) refuse to approve the determination. (5) An approval under subsection (4)( a ) or ( b ) may be subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any such condition. (6) The Division 6 FI must comply with every condition mentioned in subsection (5) that applies to it and of which it has been given written notice by the Authority. (7) A person that contravenes subsection (6) 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.


document_id: fsma-2022
provision_ref: s84
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 84
title: Bail-in certificate
content:
84. —(1) If the Minister approves a determination, the Minister must, as soon as practicable, issue a bail‑in certificate. (2) The bail-in certificate comes into effect on such date as the Minister appoints by notification in the Gazette . (3) The bail-in certificate may make provision for one or more of the following: ( a ) the cancellation of one or more eligible instruments; ( b ) the modification, conversion, or change in form of one or more eligible instruments; ( c ) that one or more eligible instruments is or are to have effect as if a right of modification, conversion or change of its or their form had been exercised under it or them; ( d ) where provision under paragraph ( c ) is made, the details of the modification, conversion or change of the form of the eligible instrument or instruments; ( e ) incidental, consequential and supplementary matters, including a requirement that the Division 6 FI or any other person must comply with a general or specific direction set out in the certificate. (4) The bail-in certificate must include such information as may be prescribed by regulations made under section 135. (5) The bail-in certificate may — ( a ) make provision generally or only for specified purposes, cases or circumstances; and ( b ) make different provision for different purposes, cases or circumstances. (6) The Minister may, at any time before the appointed date, add to, vary or revoke any matter specified in the bail-in certificate. (7) On or before the appointed date, the Authority must cause the bail-in certificate and every addition, variation or revocation mentioned in subsection (6) to be — ( a ) served on the Division 6 FI; and ( b ) published in the Gazette and in such newspaper or newspapers as the Minister may determine.


document_id: fsma-2022
provision_ref: s85
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 85
title: Effects of bail-in certificate
content:
85. —(1) A provision in a bail-in certificate has effect despite any restriction arising by reason of contract, any written law or rule of law in force before the appointed date of the bail‑in certificate, or the constitution of the Division 6 FI. (2) Where a bail-in certificate provides for the cancellation of an eligible instrument — ( a ) the cancellation takes effect without other or further act by the Division 6 FI; and ( b ) the bail-in certificate has effect according to its tenor and is binding on any person affected by it. (3) Where a bail-in certificate provides for the modification, conversion, or change in form of an eligible instrument — ( a ) the modification, conversion, or change in form takes effect without other or further act by the Division 6 FI or resulting FI; and ( b ) the bail-in certificate has effect according to its tenor and is binding on any person affected by it. (4) Where a bail-in certificate provides that an eligible instrument is to have effect as if a specified right had been exercised under it — ( a ) the eligible instrument has effect as if the specified right had been exercised under it without other or further act by the Division 6 FI or resulting FI; and ( b ) the bail-in certificate has effect according to its tenor and is binding on any person affected by it. (5) A reference in subsections (1), (2), (3) and (4) to anything taking or having effect is a reference to that thing taking or having effect from (and including) the appointed date. (6) A person that fails to comply with any direction given to the person in the bail-in certificate shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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. (7) Where a person is charged with an offence under subsection (6), it is a defence for the person to prove that — ( a ) the person was not aware of the contravention of the direction; and ( b ) the person complied with the direction within a reasonable time after becoming aware of the contravention. (8) Except as provided in subsection (7), it is not a defence for the person mentioned in that subsection that the person did not intend to or did not knowingly contravene the direction.


document_id: fsma-2022
provision_ref: s86
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 86
title: Moratorium
content:
86. —(1) Despite section 62(2) but subject to section 134, during the period beginning on the date of publication of the notice in section 83(1)( a ) in the Gazette or (where the notice is not published in the Gazette ) the date of publication of the bail‑in certificate in the Gazette under section 84(7), and ending on the appointed date of the bail‑in certificate — ( a ) no resolution may be passed, and no order may be made, for the winding up of the Division 6 FI; ( b ) no judicial manager may be appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in relation to the Division 6 FI; ( c ) no civil proceedings may be commenced or continued against the Division 6 FI in respect of any business of the Division 6 FI; ( d ) no enforcement order, distress or other legal process may be commenced, levied or continued against any property of the Division 6 FI; ( e ) no steps may be taken to enforce any security over any property of the Division 6 FI; and ( f ) any sale, transfer, assignment or other disposition of any property of the Division 6 FI is void, except for (where the pertinent financial institution is an insurer licensed under the Insurance Act 1966) any payment of claims to policy owners or claimants, other than policy owners who are related corporations of the Division 6 FI. (2) No shareholder of a Division 6 FI or resulting FI may exercise any voting power in the Division 6 FI or resulting FI during the period beginning on — ( a ) the date the notice in section 83(1)( a ) is published in the Gazette ; or ( b ) where that notice is not published in the Gazette , the date the bail‑in certificate is published in the Gazette under section 84(7), and ending on the date on which the Minister publishes a notice in the Gazette that this subsection ceases to apply. (3) Subsection (2) has effect despite anything in the Companies Act 1967 or the constitution of the Division 6 FI or resulting FI.


document_id: fsma-2022
provision_ref: s87
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 87
title: Significant shareholder by reason of bail-in certificate
content:
87. —(1) Where any person becomes a significant shareholder of a Division 6 FI or resulting FI as a result of a provision of a bail‑in certificate, that person — ( a ) is treated as having obtained the approval of the Minister or the Authority (as the case may be) under the significant shareholder provisions applicable to the Division 6 FI or resulting FI, in respect of the person becoming a significant shareholder; and ( b ) is not required to make a take-over offer or to acquire the shares of the other shareholders of the Division 6 FI or resulting FI (as the case may be), despite anything in the Companies Act 1967 or the Take‑over Code. (2) The person mentioned in subsection (1) must comply with such conditions as the Minister may reasonably impose on the person, including but not limited to the following: ( a ) a condition restricting the person’s disposal or further acquisition of shares or voting power in the Division 6 FI or resulting FI, as the case may be; ( b ) a condition restricting the person’s exercise of voting power in the Division 6 FI or resulting FI, as the case may be. (3) The Minister may, at any time, add to, vary or revoke any condition imposed under this subsection or subsection (2). (4) Any condition imposed under subsection (2) or (3) has effect despite anything in the Companies Act 1967 or the constitution of the Division 6 FI or resulting FI. (5) Despite subsection (1)( a ), the Minister may serve a written notice on the person mentioned in subsection (1) if — ( a ) the Authority is not satisfied that — (i) the person is, in accordance with the Guidelines on Fit and Proper Criteria, a fit and proper person to be a significant shareholder; and (ii) having regard to the likely influence of the person on it, the Division 6 FI or resulting FI will or will continue to conduct its business prudently and comply with the provisions of this Act and the relevant Act applicable to it; or ( b ) the Minister is not satisfied that — (i) in a case where the Division 6 FI or resulting FI is a bank incorporated in Singapore, it is in the national interest for the person to remain a significant shareholder of the Division 6 FI or resulting FI, as the case may be; or (ii) in any other case, it is in the public interest for the person to remain a significant shareholder of the Division 6 FI or resulting FI, as the case may be. (6) The written notice in subsection (5) is one that requires the person to take such steps within a reasonable time as are necessary to cease to be a significant shareholder of the Division 6 FI or resulting FI, as the case may be. (7) Before serving the notice in subsection (5), the Minister must (unless the Minister decides that it is not practicable or desirable to do so) cause to be given to the person a written notice of the Minister’s intention to serve the notice in that subsection, and specifying a date by which the person may make written representations. (8) Upon receipt of any written representation, the Minister must consider the written representation for the purpose of determining whether to serve the notice in subsection (5). (9) Where the Minister has served a notice in subsection (5) on a person, then, until the person has disposed of or transferred the shares specified in the notice and in accordance with the notice — ( a ) no voting rights are exercisable in respect of the specified shares except with the permission of the Minister, whether or not a notice under section 86(2) is published that the provision has ceased to apply; ( b ) no shares of the Division 6 FI or resulting FI (as the case may be) may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares except with the permission of the Minister; and ( c ) except in a liquidation of the Division 6 FI or resulting FI (as the case may be), the Division 6 FI or resulting FI may not make any payment (whether by way of dividends or otherwise) in respect of the specified shares except with the permission of the Minister. (10) Subsection (9) has effect despite anything in the Companies Act 1967 or the Insolvency, Restructuring and Dissolution Act 2018 or the constitution of the Division 6 FI or resulting FI.


document_id: fsma-2022
provision_ref: s88
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 88
title: Directions for disposal
content:
88. —(1) If the Minister is satisfied that any person has failed to comply with a condition imposed on the person in section 87(2) or (3), or if the Minister has served a notice on the person in section 87(5), the Minister may, by written notice — ( a ) direct the transfer or disposal of all or any of the shares in the Division 6 FI or resulting FI held by the person within such time and in such manner as the Minister considers appropriate; ( b ) restrict the transfer or disposal of those shares; or ( c ) make such other direction as the Minister considers appropriate. (2) Any person to whom a notice is given under subsection (1) must comply with each direction specified in the notice.


document_id: fsma-2022
provision_ref: s89
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 89
title: Offence
content:
89. A person that fails to comply with a condition imposed on the person in section 87(2) or (3), or a notice served on the person in section 87(5) or 88(1), shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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.


document_id: fsma-2022
provision_ref: s90
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 90
title: Restriction on eligible instruments
content:
90. —(1) To ensure the effective operation of the provisions of this Division on an eligible instrument, regulations made under section 135 may impose a requirement on a Division 6 FI to ensure that the contract governing the eligible instrument contains a provision to the effect that the parties to the contract agree for the eligible instrument to be the subject of a bail‑in certificate. (2) The regulations made under section 135 may — ( a ) specify the eligible instruments or class of eligible instruments, and Division 6 FI or class of Division 6 FIs, to which the requirement applies; ( b ) require a Division 6 FI bound by the requirement to provide a legal opinion as to the enforceability of the provision required to be included in the contract in a specified jurisdiction; and ( c ) provide for incidental, consequential or transitional matters. Division 7 &#x2014; Termination rights


document_id: fsma-2022
provision_ref: s91
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 91
title: Interpretation of this Division
content:
91. In this Division, unless the context otherwise requires — “approved clearing house” has the meaning given by section 2(1) of the Securities and Futures Act 2001; “basic substantive obligation”, in relation to a contract, means an obligation provided by the contract for payment, delivery or the provision of collateral; “business day” has the meaning given by section 2(1) of the Banking Act 1970; “designated payment system” has the meaning given by section 2(1) of the Payment Services Act 2019; “foreign resolution” means any action by a foreign resolution authority of a foreign country or territory to do either or both of the following: ( a ) to maintain financial stability; ( b ) to deal with any serious problem in a financial institution of that country or territory which affects the ability of the financial institution to continue its business or operations as a financial institution, and which, if not dealt with, may cause the financial institution to be no longer able to continue its business or operations as a financial institution; “foreign resolution authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory which, whether alone or together with one or more other authorities of the foreign country or territory, is responsible for a foreign resolution, or for preparing plans for a foreign resolution; “group of companies”, in relation to a pertinent financial institution, means — ( a ) the pertinent financial institution; ( b ) the entities that are subsidiaries of the pertinent financial institution; and ( c ) the entity that is the holding company of the pertinent financial institution, and the entities that are subsidiaries of that holding company; “operator” and “settlement institution” have the meanings given by section 2(1) of the Payment Services Act 2019; “reinsurance contract” means any contract or arrangement involving the reinsurance of liabilities under insurance policies; “resolution measure” means — ( a ) the making of a determination under Division 2, 4, 5, 6 or 9, the issue of any certificate under Division 2, 4, 5 or 6, the making of an order under Division 9, or the exercise of any power under any such certificate or order; or ( b ) the exercise of any power under any relevant provision applicable to the pertinent financial institution concerned; “termination right” means — ( a ) a right to terminate a contract; ( b ) a right to accelerate, close out, set off or net an obligation under a contract that would result in a suspension or modification or the extinguishment of the obligation; ( c ) a right to suspend, modify or extinguish an obligation of a party to a contract; or ( d ) in the case of a reinsurance contract, a right of the reinsurer to terminate or not to reinstate coverage under the contract.


document_id: fsma-2022
provision_ref: s92
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 92
title: Effect of resolution measure on contracts where substantive obligations continue to be performed
content:
92. —(1) This section applies to a contract that satisfies both of the following: ( a ) one of the parties to the contract is — (i) a pertinent financial institution that is the subject of a resolution measure; or (ii) an entity that is part of the same group of companies as that of a pertinent financial institution where — (A) the pertinent financial institution is the subject of a resolution measure; and (B) the obligations of the entity under the contract are guaranteed or otherwise supported by the pertinent financial institution; ( b ) the substantive obligations of the contract (including all applicable basic substantive obligations) continue to be performed by the parties to the contract. (2) Despite any rule of law, written law or contract — ( a ) the resolution measure, and the occurrence of any event directly linked to it, are to be disregarded in determining the applicability of a provision in the contract enabling a party to exercise a termination right; and ( b ) any purported exercise of that termination right in reliance on that provision in the contract on the basis of either of those grounds in paragraph ( a ) has no effect. (3) For the purposes of subsection (1)( b ), a basic substantive obligation of a pertinent financial institution (being an approved clearing house or an operator or a settlement institution of a designated payment system) under a contract is not considered to be no longer performed, by reason only that the pertinent financial institution allocates any loss to its participants, or uses collateral provided by or on behalf of its participants — ( a ) under its margin rules or default arrangements; or ( b ) pursuant to a resolution measure.


document_id: fsma-2022
provision_ref: s93
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 93
title: Right to temporarily suspend termination right for contracts because of resolution measure
content:
93. —(1) This section applies to a contract one of the parties to which is — ( a ) a pertinent financial institution that is the subject or proposed subject of a resolution measure; ( b ) a pertinent financial institution in respect of which a foreign resolution authority of a foreign country or territory has carried out, or has informed the Authority that it has grounds to carry out, a foreign resolution; or ( c ) an entity that is part of the same group of companies as that of a pertinent financial institution where — (i) the pertinent financial institution is the subject or proposed subject of a resolution measure; (ii) the contract has a termination right that is exercisable if the pertinent financial institution becomes insolvent or is in a certain financial condition; and (iii) the obligations of the entity under the contract are guaranteed or otherwise supported by the pertinent financial institution. (2) The Authority may, by written notice to the parties to the contract, suspend the exercise of any termination right in the contract for a specified period. (3) The notice under subsection (2) does not apply to — ( a ) a termination right under the contract which becomes exercisable for a breach of a basic substantive obligation only; ( b ) a termination right under a contract between the pertinent financial institution and a person prescribed for the purposes of this paragraph by regulations made under section 135; or ( c ) a termination right under a contract, or a contract within a class of contracts, prescribed for the purposes of this paragraph by regulations made under section 135. (4) When exercising a power under subsection (2), the Authority must have regard to its impact on the safe and orderly functioning of the financial market and financial market infrastructures operating in Singapore. (5) The notice under subsection (2) — ( a ) may relate to all or any class or description of parties to a contract; ( b ) may make different provisions for different classes or descriptions of parties to a contract; and ( c ) may be of general or specific application. (6) A copy of the notice under subsection (2) must be published — ( a ) by the Authority in the Gazette and on its website; and ( b ) by the pertinent financial institution on its website. (7) In this section, a pertinent financial institution is a proposed subject of a resolution measure if the Authority is satisfied that there is a basis for that action under section 59 in relation to that pertinent financial institution.


document_id: fsma-2022
provision_ref: s94
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 94
title: When suspension takes effect
content:
94. —(1) A suspension by a notice under section 93 takes effect from (and including) the time of publication of the notice under that section in the Gazette or a time on another date specified in the notice, and — ( a ) if the contract is not a reinsurance contract, expires no later than the same time on the second business day after — (i) the date of publication of the notice; or (ii) the other date specified in the notice, as the case may be; or ( b ) if the contract is a reinsurance contract, expires no later than the time and date prescribed for the purposes of this paragraph by regulations made under section 135. (2) During the period of suspension of a termination right under a contract and despite any provision of any rule of law, written law or contract, any purported exercise of that right has no effect. (3) A person whose termination right under a contract is suspended under section 93 may (in accordance with the terms of the contract) exercise that right before the expiry of the suspension if the Authority gives the person written notice that the person may exercise that right because — ( a ) the contract does not or will not form part of the business of the pertinent financial institution to be transferred under section 67; or ( b ) the Authority has decided not to make a determination under Division 6 in relation to the pertinent financial institution. (4) On the expiry of the period of suspension under section 93 of a termination right under a contract, the person who holds that right may (if it had not already been exercised under subsection (3)) exercise that right in accordance with the terms of the contract, but not on any of the following grounds: ( a ) a resolution measure taken in relation to the pertinent financial institution; ( b ) the occurrence of an event directly linked to such resolution measure; ( c ) if the contract forms part of any business of the pertinent financial institution that has been transferred to another person pursuant to a certificate of transfer under section 67 or an onward transfer certificate under section 73, any act of the pertinent financial institution before the transfer; ( d ) the suspension itself. Division 8 &#x2014; Assistance to foreign resolution
authorities and domestic authorities


document_id: fsma-2022
provision_ref: s95
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 95
title: Interpretation of this Division
content:
95. In this Division, unless the context otherwise requires — “domestic authority” — ( a ) means any ministry or department of the Government, any Organ of State in Singapore and any statutory body (other than the Authority) established by a public Act for a public function; and ( b ) includes the company designated to be the deposit insurance and policy owners’ protection fund agency under section 56 of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011; “foreign resolution authority” means an authority of a foreign country or territory which, whether alone or together with one or more other authorities of the foreign country or territory, is responsible for the resolution, or for preparing plans for dealing with the resolution, of a financial institution; “material” includes any information, book, document or other record in any form whatsoever, and any container or article relating thereto; “prescribed written law” means the following Acts and the subsidiary legislation made under those Acts: ( a ) this Act; ( b ) the Banking Act 1970; ( c ) the Business Trusts Act 2004; ( d ) the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011; ( e ) the Finance Companies Act 1967; ( f ) the Financial Advisers Act 2001; ( g ) the Financial Holding Companies Act 2013; ( h ) the Insurance Act 1966; ( i ) the Monetary Authority of Singapore Act 1970; ( j ) the Payment Services Act 2019; ( k ) the Securities and Futures Act 2001; ( l ) the Trust Companies Act 2005; ( m ) such other Act or Acts as may be prescribed by regulations made under section 135; “resolution” means any action by an authority (being an authority charged with responsibility for such action) to do either or both of the following: ( a ) to maintain financial stability; ( b ) to deal with any serious problem in a financial institution which affects the ability of the financial institution to continue its business or operations as a financial institution, and which, if not dealt with, may cause the financial institution to be no longer able to continue its business or operations as a financial institution.


document_id: fsma-2022
provision_ref: s96
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 96
title: Conditions for provision of assistance to foreign resolution authority
content:
96. —(1) The Authority may provide the assistance referred to in section 98 to a foreign resolution authority, if the Authority is satisfied that all of the following conditions are fulfilled: ( a ) the request by the foreign resolution authority for assistance is received by the Authority on or after the date of commencement of this Part; ( b ) the assistance is intended to enable the foreign resolution authority, or any other authority of the foreign country or territory, to deal with the resolution of a financial institution; ( c ) the foreign resolution authority has given a written undertaking not to use any material or copy of any material obtained pursuant to its request for any purpose other than a purpose that is specified in the request and approved by the Authority; ( d ) the foreign resolution authority has given a written undertaking not to disclose to a third party (other than a designated third party of the foreign country or territory in accordance with paragraph ( e )) any material or copy of any material obtained pursuant to the request, unless the foreign resolution authority is compelled to do so by the law or a court of the foreign country or territory; ( e ) the foreign resolution authority has given a written undertaking to obtain the prior consent of the Authority before disclosing any material received pursuant to the request to a designated third party, and to make such disclosure only in accordance with such conditions as may be imposed by the Authority; ( f ) the material requested for is of sufficient importance to the resolution of a financial institution and cannot reasonably be obtained by any other means; ( g ) the matter to which the request relates is of sufficient gravity; ( h ) the rendering of assistance will not be contrary to the public interest or the interests of the affected persons of the financial institution. (2) In subsection (1)( d ) and ( e ), “designated third party”, in relation to a foreign country or territory, means such person in, or body or authority of, the foreign country or territory as the Authority may approve, upon an application to the Authority, if the Authority is satisfied that the disclosure — ( a ) is necessary in the interests of the resolution of a financial institution; and ( b ) is necessary for the performance of the duties and functions of that person, body or authority, as the case may be.


document_id: fsma-2022
provision_ref: s97
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 97
title: Other factors to consider for provision of assistance to foreign resolution authority
content:
97. In deciding whether to grant a request for assistance referred to in section 98 from a foreign resolution authority, the Authority may also have regard to the following: ( a ) whether the foreign resolution authority is preparing plans for dealing with the resolution of any financial institution, or is in the process of determining whether to exercise, or is exercising, any resolution powers in relation to the financial institution; ( b ) whether the foreign resolution authority has given or is willing to give an undertaking to the Authority to comply with a future request by the Authority to the foreign resolution authority for similar assistance; ( c ) whether the foreign resolution authority has given or is willing to give an undertaking to the Authority to contribute towards the costs of providing the assistance that the foreign resolution authority has requested for.


document_id: fsma-2022
provision_ref: s98
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 98
title: Assistance that may be rendered to foreign resolution authority
content:
98. —(1) Despite the provisions of any prescribed written law or any requirement imposed thereunder or any rule of law, the Authority or any person authorised by the Authority may, in relation to a request by a foreign resolution authority for assistance — ( a ) transmit to the foreign resolution authority any material in the Authority’s possession that is requested by the foreign resolution authority or a copy of the material; ( b ) order any person to provide to the Authority any material that is requested by the foreign resolution authority or a copy of the material, and transmit the material or copy to the foreign resolution authority; ( c ) order any person to make an oral statement to the Authority on any information requested by the foreign resolution authority, record such statement, and transmit the recorded statement to the foreign resolution authority; or ( d ) request any ministry or department of the Government, or any statutory authority in Singapore, to provide to the Authority any material that is requested by the foreign resolution authority or a copy of the material, and transmit the material or copy to the foreign resolution authority. (2) An order under subsection (1)( b ) or ( c ) has effect despite any obligation as to secrecy or other restriction upon the disclosure of information imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct. (3) Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, to provide or transmit any material or copy of any material that contains, or to disclose, a privileged communication made by or to him or her in that capacity. (4) An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, who refuses to provide or transmit any material or copy of any material that contains, or to disclose, any privileged communication is nevertheless obliged to give the name and address (if he or she knows them) of the person to whom, or by or on behalf of whom, the privileged communication was made. (5) A person is not excused from making an oral statement pursuant to an order made under subsection (1)( c ) on the ground that the statement might tend to incriminate the person but, where the person claims before making the statement that the statement might tend to incriminate the person, that statement is not admissible in evidence against the person in criminal proceedings other than proceedings for an offence under section 100.


document_id: fsma-2022
provision_ref: s99
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 99
title: Assistance to domestic authority
content:
99. —(1) Despite any obligation as to secrecy or other restriction upon the disclosure of information imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct, the Authority may, on the Authority’s own motion or upon receiving a written request from a domestic authority for any material in relation to the resolution of a specified financial institution, transmit to the domestic authority any such material that is in the Authority’s possession or a copy of the material. (2) In deciding whether to transmit any material to a domestic authority under subsection (1), the Authority may have regard to the following: ( a ) whether the assistance is intended to enable the domestic authority — (i) to prepare plans for dealing with the resolution of a specified financial institution; (ii) to avoid having to exercise any resolution powers in relation to a specified financial institution; or (iii) to determine whether or when to exercise resolution powers in relation to a specified financial institution; ( b ) whether the domestic authority has given or is willing to give a written undertaking not to use — (i) any material or copy of any material obtained pursuant to its request for any purpose other than a purpose that is specified in the request and approved by the Authority; or (ii) any material or copy of any material transmitted by the Authority on its own motion for any purpose other than a purpose that is specified by the Authority; ( c ) whether the domestic authority has given a written undertaking not to disclose to a third party any material or copy of any material obtained pursuant to the request or transmitted by the Authority on its own motion, unless the domestic authority is compelled to do so by the law or the Court.


document_id: fsma-2022
provision_ref: s100
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 100
title: Offences under this Division
content:
100. Any person who — ( a ) without reasonable excuse, refuses or fails to comply with an order under section 98(1)( b ) or ( c ); ( b ) in purported compliance with an order made under section 98(1)( b ), provides to the Authority any material, or copy of any material, known to the person to be false or misleading in a material particular; ( c ) in purported compliance with an order made under section 98(1)( c ), makes a statement to the Authority that is false or misleading in a material particular; ( d ) without reasonable excuse, refuses or fails to comply with section 98(4); or ( e ) in purported compliance with section 98(4), provides to the Authority any information, or copy of any information, known to the person to be false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.


document_id: fsma-2022
provision_ref: s101
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 101
title: Immunity for providing material, etc.
content:
101. —(1) No liability, other than for an offence under section 100, shall lie against any person for — ( a ) providing to the Authority any material or copy of any material, if the person had provided that material or copy with reasonable care and in good faith and in compliance with an order made under section 98(1)( b ); ( b ) making a statement to the Authority with reasonable care and in good faith and in compliance with an order made under section 98(1)( c ); or ( c ) doing or omitting to do any act, if the person had done or omitted to do the act with reasonable care and in good faith and as a result of complying with an order made under section 98(1)( b ) or ( c ). (2) Any person who complies with an order made under section 98(1)( b ) or ( c ) is not to be treated as being in breach of any restriction upon the disclosure of information or thing imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct. Division 9 &#x2014; Recognition of foreign resolutions


document_id: fsma-2022
provision_ref: s102
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 102
title: Interpretation of this Division
content:
102. —(1) In this Division, unless the context otherwise requires — “determination” means a determination made under section 103; “foreign financial institution” means a financial institution incorporated, formed or established in a foreign country or territory that has — ( a ) a branch located in Singapore; or ( b ) a subsidiary incorporated in Singapore, that is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act; “foreign resolution” means any action by a foreign resolution authority of a foreign country or territory to do either or both of the following: ( a ) to maintain financial stability; ( b ) to deal with any serious problem in a foreign financial institution of that country or territory which affects the ability of the foreign financial institution to continue its business or operations as a foreign financial institution, and which, if not dealt with, may cause the foreign financial institution to be no longer able to continue its business or operations as a foreign financial institution; “foreign resolution authority”, in relation to a foreign country or territory, means an authority of that country or territory which, whether alone or together with one or more other authorities of that country or territory, is responsible for a foreign resolution, or for preparing plans for a foreign resolution; “Singapore creditor”, in relation to a foreign financial institution, means — ( a ) a creditor of the foreign financial institution, in respect of a liability incurred by the operations of its branch located in Singapore; or ( b ) a creditor of a subsidiary incorporated in Singapore of the foreign financial institution; “Singapore shareholder”, in relation to a foreign financial institution, means the holder of shares or similar instruments of a subsidiary incorporated in Singapore of the foreign financial institution. (2) The exercise of any power under this Division does not prevent the exercise of any other power of the Minister or the Authority under this Act or the relevant Act applicable to the foreign financial institution or the subsidiary incorporated in Singapore of a foreign financial institution, as the case may be.


document_id: fsma-2022
provision_ref: s103
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 103
title: Determination over foreign resolution
content:
103. —(1) This section applies where a foreign resolution authority of a foreign country or territory makes a request to the Authority to recognise a foreign resolution in relation to a foreign financial institution by the foreign resolution authority. (2) The Authority must make a determination that — ( a ) the foreign resolution should be recognised in whole or in part; or ( b ) the foreign resolution should not be recognised. (3) The Authority may make a determination that the foreign resolution should be recognised in whole or in part if it is satisfied that all of the following conditions are fulfilled: ( a ) recognition of the foreign resolution or part would not have a widespread adverse effect on the financial system in Singapore or the economy of Singapore, whether or not that effect occurs directly or indirectly as a result of the effects of recognising the resolution or part; ( b ) recognition of the foreign resolution or part would not result in inequitable treatment of any Singapore creditor relative to any other creditor of the foreign financial institution with similar rights, or of any Singapore shareholder relative to any shareholder of the foreign financial institution; ( c ) recognition of the foreign resolution or part would not be contrary to the national interest or public interest; ( d ) recognition of the foreign resolution or part would not have material fiscal implications for Singapore; ( e ) any other condition that is prescribed by regulations made under section 135 for the purposes of this paragraph. (4) Upon making a determination, the Authority must submit the determination to the Minister for approval. (5) The Minister may — ( a ) approve the determination without modification; ( b ) approve the determination subject to any modification the Minister considers appropriate; or ( c ) refuse to approve the determination. (6) The Minister must not approve the determination under subsection (5)( a ) or ( b ) unless the Minister is satisfied that all of the conditions mentioned in subsection (3) are fulfilled. (7) An approval under subsection (5)( a ) or ( b ) is subject to such conditions as the Minister may determine to be necessary to give effect to the determination, and the Minister may add to, vary or revoke any condition. (8) Any person to which a condition mentioned in subsection (7) applies, and who has been given written notice of that condition by the Authority, must comply with the condition. (9) A person that contravenes 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.


document_id: fsma-2022
provision_ref: s104
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 104
title: Order to give effect to foreign resolution
content:
104. —(1) If the Minister approves a determination that a foreign resolution should be recognised in whole or in part, the Minister must, as soon as practicable, by order in the Gazette , declare that the foreign resolution is to be recognised. (2) The order may make provision for any of the following matters, to take effect from a date specified in the order: ( a ) matters that may be set out in a certificate of transfer pursuant to section 67(3); ( b ) matters that may be set out in a certificate of transfer of shares pursuant to section 76(3); ( c ) matters that may be set out in a certificate of restructuring of share capital pursuant to section 79(3); ( d ) matters that may be set out in a bail-in certificate pursuant to section 84(3). (3) The matters mentioned in subsection (2)( a ), ( b ), ( c ) and ( d ) may be modified for the purposes of giving effect to the foreign resolution. (4) To avoid doubt, provision may be made in the order for matters mentioned in subsection (2)( d ) affecting instruments or liabilities entered into or accruing before the effective date of the order. (5) With effect from the effective date of the order, sections 67(8) to (20) and 68, 76(6) to (13), 79(6) to (14), or 85 to 89 (as the case may be), together with the regulations that are made under section 135 for the purpose of implementing those provisions, apply in relation to an order that provides for the matters mentioned in paragraph ( a ), ( b ), ( c ) or ( d ) of subsection (2), as they apply in relation to the certificate mentioned in that paragraph. (6) The provisions of this Act mentioned in subsection (5) apply subject to such modifications as the order may prescribe.


document_id: fsma-2022
provision_ref: s105
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 105
title: Directions
content:
105. The Authority may, from time to time, issue such directions to any person that is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act, as the Authority considers necessary for the purposes of giving full effect to the order mentioned in section 104.


document_id: fsma-2022
provision_ref: s106
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 106
title: Offence
content:
106. —(1) A person that refuses or fails to comply with a provision of the order under section 104 that applies to the person, or a direction issued to the person under section 105, shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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. (2) Where a person is charged with an offence under subsection (1), it is a defence for the person to prove that — ( a ) the person was not aware of the contravention of the provision of the order or the direction; and ( b ) the person has complied with the provision of the order or the direction within a reasonable time after becoming aware of the contravention. (3) Except as provided in subsection (2), it is not a defence for a person charged with an offence under subsection (1) that the person did not intend to or did not knowingly contravene the provision of the order or the direction. Division 10 &#x2014; Resolution funding


document_id: fsma-2022
provision_ref: s107
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 107
title: Interpretation of this Division
content:
107. In this Division, unless the context otherwise requires — “Agency” means the company designated by the Minister under section 56 of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 as the deposit insurance and policy owners’ protection fund agency; “DI Fund” means the Deposit Insurance Fund reconstituted under section 9 of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011; “financial institution” means any person that is approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act; “financial institution under resolution” — ( a ) means the pertinent financial institution that is the subject of a resolution measure; and ( b ) in relation to a resolution fund, means the pertinent financial institution that is the subject of the resolution measure for which the fund is established; “market infrastructure” means a pertinent financial institution that performs the functions of — ( a ) a market; ( b ) a central clearing counterparty; ( c ) a trade repository; ( d ) a central securities depository; or ( e ) a securities settlement system; “participant” — ( a ) in relation to a market infrastructure, means a participant of the market infrastructure, and includes a client of such participant; and ( b ) in relation to a payment system operator, means a participant of the payment system (within the meaning of the Payment Services Act 2019) operated by the payment system operator; “payment system operator” means a person who operates a payment system within the meaning of the Payment Services Act 2019; “provisional entity”, in relation to a resolution fund, means an entity established or incorporated to do one or more of the following: ( a ) temporarily hold and manage the assets and liabilities of the financial institution under resolution; ( b ) to be the transferee of any part of the business of the financial institution under resolution under Division 2; ( c ) do any other act for the orderly resolution of the financial institution under resolution; “resolution fund” means a fund established under section 108; “resolution measure” means — ( a ) the making of a determination under Division 2, 3, 4, 5, 6 or 9, the issue of any certificate under Division 2, 3, 4, 5 or 6, the making of an order under Division 9, or the exercise of any power under any such certificate or order; or ( b ) the exercise of any power under any relevant provision applicable to the financial institution concerned; “resolution measure”, in relation to a resolution fund, means the resolution measure or measures for which the fund was established; “similar financial institution” means a financial institution that is prescribed by regulations made under section 135 for the purposes of section 111(1)( b )(i), as belonging to the same category as the financial institution under resolution; “trustee”, in relation to a resolution fund, means the entity appointed under section 108(2) as the trustee of the resolution fund.


document_id: fsma-2022
provision_ref: s108
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 108
title: Establishment of resolution fund
content:
108. —(1) For the purposes of supporting a resolution measure undertaken for a financial institution and other matters relating to the measure, the Minister may, on the recommendation of the Authority, establish a resolution fund. (2) The Minister must appoint a body corporate or unincorporate established or incorporated in Singapore, or established under any Act, to be the trustee of the resolution fund. (3) The Authority must publish a notification in the Gazette and in such newspaper or newspapers as the Minister determines, of the establishment of a resolution fund and the trustee of the resolution fund. (4) The trustee of a resolution fund may obtain a loan from the Authority for the purpose of constituting the fund. (5) In addition to the loan in subsection (4), the following are to be paid into a resolution fund: ( a ) all payments, levies and late payment fees collected or recovered under sections 112, 114, 115 and 116; ( b ) any interest from a loan made out of moneys withdrawn from the fund; ( c ) any other income from the use of moneys withdrawn from the fund; ( d ) any proceeds from the exercise of the resolution measure; ( e ) any moneys paid out of the DI Fund under section 29A of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 and given to the trustee of the fund; ( f ) any additional loan obtained from the Authority. (6) The moneys mentioned in subsection (5)( e ) must be put in a separate account of the resolution fund from the other moneys, and moneys from that separate account may not be used to make any payment of compensation and associated costs under Division 11. (7) The trustee of a resolution fund must keep proper accounts and records of transactions in respect of the fund. (8) The accounts and records of the resolution fund are to be audited by an auditor appointed by the trustee in consultation with the Minister. (9) The first audit of the resolution fund must take place as soon as practicable after the end of the first year in which the first withdrawal from the fund is made, and the fund must be audited every year thereafter until it is dissolved.


document_id: fsma-2022
provision_ref: s109
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 109
title: Trustee of resolution fund
content:
109. —(1) The duty of the trustee of a resolution fund is to administer and manage the resolution fund, and in particular — ( a ) to make withdrawals from the resolution fund in accordance with sections 110 and 118(1) and to apply the moneys withdrawn for the purposes mentioned in those provisions; ( b ) to collect and recover payments, levies and late payment fees under sections 112, 114, 115 and 116 and pay these into the resolution fund; ( c ) to collect proceeds in relation to the resolution measure and pay these into the resolution fund; ( d ) at the direction of the Minister (being one made on the Authority’s recommendation), to give a guarantee to any person for, or enter into any agreement with any person to share, any liability of the financial institution under resolution, a provisional entity, or a person to whom any asset or business of the financial institution under resolution is transferred; ( e ) to deal with the balance in the resolution fund after the fund is no longer needed for the purposes in section 110(1) or 118(1), in accordance with the regulations made for the purposes of section 118(2); and ( f ) to do any other thing that is incidental or conducive to the discharge of the trustee’s duties under paragraphs ( a ) to ( e ). (2) The trustee of a resolution fund may be paid such fees for carrying out its duties and exercising its powers under this Division as the Minister may determine, and such fees are to be paid out of the fund. (3) The expenses incurred by the trustee of a resolution fund in carrying out its duties and exercising its powers under this Division are, with the Minister’s approval, to be paid out of the fund. (4) The trustee of a resolution fund may, with the Minister’s approval and subject to such conditions as the Minister may impose, appoint any person to discharge any part of the trustee’s duties or exercise any part of its powers. (5) No action, suit or other legal proceedings lie against — ( a ) any current or former trustee of a resolution fund; ( b ) any current or former director, officer, employee or agent of the trustee; or ( c ) any person acting under the direction of the trustee, as a result of anything done (including any statement made) or omitted to be done in good faith in carrying out any of the trustee’s duties or exercising any of the trustee’s powers under this Division.


document_id: fsma-2022
provision_ref: s110
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 110
title: Withdrawal from resolution fund
content:
110. —(1) The trustee of a resolution fund must, at the Minister’s direction, make one or more withdrawals from the resolution fund and apply the moneys withdrawn for one or more of the following purposes: ( a ) to pay the operating costs of a provisional entity; ( b ) to discharge a guarantee for, or an obligation under an agreement to share, a liability of the financial institution under resolution, a provisional entity or a person to whom any asset or business of the financial institution has been transferred; ( c ) to pay the costs of transferring the whole or any part of the business of the financial institution under resolution pursuant to the resolution measure; ( d ) to make or provide a loan, advance, overdraft or other credit facility to the financial institution under resolution or a provisional entity; ( e ) to pay any other costs reasonably incurred in the resolution measure, such as interest costs, legal cost, cost of any advisory services, and the cost of an independent valuation of the financial institution under resolution; ( f ) to make any payment of compensation and associated costs under Division 11; ( g ) to pay the remuneration and expenses of a valuer mentioned in section 124(9); ( h ) to provide capital to the financial institution under resolution or the provisional entity; ( i ) such other purposes in support of the resolution measure as may be prescribed by regulations made under section 135. (2) The Minister may only give a direction to the trustee under subsection (1) on a recommendation of the Authority. (3) In determining whether to make a recommendation to the Minister to direct a trustee of a resolution fund to make a withdrawal under subsection (1), the Authority must have regard to all of the following: ( a ) whether losses are imposed on shareholders and unsecured creditors of the financial institution under resolution under Division 5 or 6; ( b ) whether funding from the private sector can be obtained for the resolution measure; ( c ) such other factors as may be prescribed by regulations made under section 135. (4) The Authority may only make a recommendation to the Minister under subsection (1)( h ) to make a withdrawal to provide capital to the financial institution under resolution — ( a ) if the Authority is of the view that the provision of the capital is necessary for the orderly resolution of the financial institution under resolution; and ( b ) after the Authority has taken into account whether appropriate losses have been imposed on shareholders and unsecured creditors of the financial institution under resolution under Division 5 or 6. (5) Where a direction has been made to the trustee under subsection (1), the Authority must, as soon as practicable, publish a notice of that fact in the Gazette and in such newspaper or newspapers as the Minister determines.


document_id: fsma-2022
provision_ref: s111
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 111
title: Recovery of sums withdrawn
content:
111. —(1) Where one or more withdrawals have been made from a resolution fund under section 110, the Minister may direct the trustee of the resolution fund to recover the sum or sums withdrawn in one or both of the following ways: ( a ) by making a claim for all or part of that sum or those sums from the financial institution under resolution; ( b ) by imposing a levy, in accordance with section 113 and the regulations made under section 135 for section 113, on the following persons (called in this Part levy payers): (i) financial institutions that have been prescribed by regulations made under section 135 as belonging to the same category as the financial institution under resolution; (ii) if the financial institution under resolution is a market infrastructure, those participants of the market infrastructure and of other market infrastructures, that have been prescribed by regulations made under section 135 as levy payers; (iii) if the financial institution under resolution is a payment system operator, those participants of the payment system operated by the payment system operator that have been prescribed by regulations made under section 135 as levy payers. (2) In addition to the purpose in subsection (1), the Minister may direct the trustee of a resolution fund to impose a levy, in accordance with section 113 and the regulations made under section 135 for section 113, on levy payers for the purpose of meeting any shortfall in the amount of the levy collected to make good the amount withdrawn from the account, or for any other prescribed purpose. (3) The Minister may only give a direction under subsection (1) or (2) on a recommendation of the Authority. (4) The Authority must, as soon as practicable after the Minister has given a direction under subsection (1) or (2), publish a notice of the direction in the Gazette and in such newspaper or newspapers as the Minister determines.


document_id: fsma-2022
provision_ref: s112
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 112
title: Claim from financial institution under resolution
content:
112. —(1) Where a direction has been given under section 111(1)( a ), the trustee of the resolution fund must make a claim mentioned in that provision on the financial institution under resolution to pay the sum mentioned in the direction, at such time and in such manner as the trustee determines, and the sum claimed is recoverable as a debt due from the financial institution under resolution to the trustee. (2) Any sum recovered from the financial institution under resolution must be paid into the resolution fund.


document_id: fsma-2022
provision_ref: s113
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 113
title: Computation and notice of levy
content:
113. —(1) After the Minister has given a direction under section 111(1)( b ) or (2), the Authority must, in accordance with the regulations made under section 135 for the purpose of this section — ( a ) compute the amount of levy payable by every levy payer; and ( b ) give a written notice to the trustee of the amount of levy payable by every levy payer. (2) After receipt of the notice mentioned in subsection (1)( b ), the trustee must give the notices mentioned in subsection (3), (4), (5) or (6) (whichever is applicable) to the levy payers and in the manner set out in that subsection. (3) Where the levy is to be imposed on a similar financial institution, the trustee must give each similar financial institution a written notice stating — ( a ) the amount of the levy; ( b ) the date by which the levy is to be paid; ( c ) the manner of payment of the levy; and ( d ) such other matters as may be prescribed by regulations made under section 135. (4) Where the levy is to be imposed on participants of a market infrastructure on a transaction basis, the trustee must give — ( a ) a notice to the market infrastructure stating — (i) the description of the participants on which the levy is imposed; (ii) the amount of the levy it is to collect from each participant, or the rate of computation of that amount; (iii) the period and manner of collection; (iv) the date by which the market infrastructure is to pay the total amount of the levy imposed on the participants to the trustee; (v) the information and documents it is to provide to the trustee when making the payment under sub‑paragraph (iv); and (vi) such other matters as may be prescribed by regulations made under section 135; and ( b ) a general notice to those participants, to be published on such medium as may be determined by the trustee, stating — (i) the matters in paragraph ( a )(i), (ii) and (iii); and (ii) such other matters as may be prescribed by regulations made under section 135. (5) Where the levy is to be imposed on participants of a market infrastructure on a lump sum basis, the trustee must give to each participant of the market infrastructure a written notice stating — ( a ) the amount of the levy; ( b ) the date by which the levy is to be paid; ( c ) the manner of payment of the levy; and ( d ) such other matters as may be prescribed by regulations made under section 135. (6) Where the levy is to be imposed on participants of a payment system operated by a payment system operator, the trustee must give to each participant a written notice stating — ( a ) the amount of the levy; ( b ) the date by which the levy is to be paid; ( c ) the manner of payment of the levy; and ( d ) such other matters as may be prescribed by regulations made under section 135. (7) The notice under subsection (3), (5) or (6) may require the levy payer to pay an amount of levy regularly over a period of time. (8) The trustee may, at any time, vary a notice mentioned in subsection (3), (4), (5) or (6), and give the notice of the variation to every person to whom the initial notice was given, and each reference in section 114 or 115 to a notice given to a person under this section includes a reference to the notice of the variation given to the person under this subsection.


document_id: fsma-2022
provision_ref: s114
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 114
title:
Payment of levy by similar financial institutions, participants of market infrastructure on lump sum basis, or participants of payment system operated by payment system operator

content:
114. —(1) This section applies where a notice under section 113(3), (5) or (6) is given to a levy payer that is a similar financial institution, or a participant of a market infrastructure or of a payment system operated by a payment system operator. (2) The levy payer must pay to the trustee of the resolution fund on or before the date of payment specified in the notice, the amount of the levy specified in the notice. (3) If the levy payer fails to comply with subsection (2) — ( a ) the trustee may, by written notice to the levy payer, impose on it such late payment fee as may be prescribed by regulations made under section 135; and ( b ) the levy payer must pay to the trustee the late payment fee together with the amount of the unpaid levy on or before the date specified in the notice under paragraph ( a ), and in the manner specified in the notice. (4) The late payment fee under subsection (3) must not exceed the amount of the unpaid levy.


document_id: fsma-2022
provision_ref: s115
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 115
title: Payment of levy by participants of market infrastructure on transaction basis
content:
115. —(1) This section applies where a notice under section 113(4) is given to a market infrastructure. (2) The market infrastructure must — ( a ) during the period of collection specified in the notice, collect from each participant on whom the levy is imposed under the notice and in the manner specified in the notice, an amount equal to the levy so imposed; ( b ) pay to the trustee of the resolution fund the total amount of the levy it is to collect from its participants by the date of payment specified in the notice; and ( c ) together with the payment, give a notice to the trustee setting out how the amount of levy is arrived at and providing such other details as the trustee may reasonably require. (3) A market infrastructure does not incur any civil liability for doing anything with reasonable care and in good faith and in compliance with subsection (2). (4) If a market infrastructure fails to comply with subsection (2)( b ) — ( a ) the trustee may, by written notice to the market infrastructure, impose on it such late payment fee as may be prescribed by regulations made under section 135; and ( b ) the market infrastructure must pay to the trustee the late payment fee, together with the amount of the unpaid levy, on or before the date specified in the notice under paragraph ( a ), and in the manner specified in the notice. (5) A market infrastructure that — ( a ) fails to comply with subsection (2)( c ); or ( b ) in purported compliance with that provision, provides to the trustee of the resolution fund any information that the market infrastructure knows or has reason to believe is false or misleading, 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. (6) The late payment fee under subsection (4) must not exceed the amount of the unpaid levy.


document_id: fsma-2022
provision_ref: s116
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 116
title: Recovery, refund and remission of levies and late payment fees, etc.
content:
116. —(1) The levy imposed on a person under section 113(3), (5) or (6), and any late payment fee imposed on the person under section 114(3), are both recoverable as a debt due from that person to the trustee of the resolution fund concerned. (2) The amount of levy that a market infrastructure is required to collect from its participants under section 115(2), and any late payment fee imposed on the market infrastructure under section 115(4), are both recoverable as a debt due from the market infrastructure to the trustee of the resolution fund concerned. (3) Where the trustee of a resolution fund has commenced any legal proceedings in a court in Singapore to recover any levy or late payment fee from a person, the trustee is entitled to claim costs on a full indemnity basis from that person. (4) All levies and late payment fees collected or recovered are to be paid into the resolution fund concerned. (5) Where a levy payer has paid an amount of levy that is in excess of the amount imposed on the levy payer under a notice under section 114, the trustee of the resolution fund concerned must make a withdrawal from the fund to refund the excess amount to the levy payer. (6) In any particular case other than the one to which subsection (5) applies, the trustee of a resolution fund may, with the approval of the Minister — ( a ) make a withdrawal from the resolution fund to refund in whole or in part any levy paid by a levy payer; or ( b ) remit in whole or in part any levy payable by a levy payer.


document_id: fsma-2022
provision_ref: s117
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 117
title: Disclosure of information on levy
content:
117. —(1) This section applies to a notice given under section 113(3), (5) or (6) to a levy payer that is a similar financial institution, or a participant of a market infrastructure or of a payment system operated by a payment system operator. (2) Subject to subsections (3) and (4), the levy payer and any of its officers must not disclose to any person — ( a ) the amount of the levy specified in the notice; and ( b ) any information which, if disclosed, would enable the amount of the levy to be identified or deduced. (3) Despite subsection (2), the levy payer and any of its officers may disclose any information mentioned in subsection (4) to — ( a ) any officer of the levy payer; ( b ) where the levy payer is one that is established or incorporated in a foreign country or territory, its head office, parent corporation, parent supervisory authority, resolution authority, deposit insurance authority or policy owners’ protection scheme authority, as the case may be; ( c ) where the levy payer is a financial institution that is a subsidiary of a foreign corporation, that corporation or the corporation’s parent supervisory authority, resolution authority, deposit insurance authority or policy owners’ protection scheme authority, as the case may be; or ( d ) such other person or class of persons as the Authority may approve in writing. (4) The information that may be disclosed under subsection (3) is such information that is necessary for the performance of the duties of the person or authority mentioned in subsection (3)( a ), ( b ), ( c ) or ( d ), as the case may be. (5) A person to whom information is disclosed under subsection (3) must not disclose the information to any other person except as approved by the Authority. (6) A person who contravenes subsection (2) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both. (7) This section does not apply to any information that is public information. (8) In this section — “deposit insurance authority”, in relation to a levy payer or foreign corporation, means an authority of the foreign country or territory in which the levy payer or foreign corporation is incorporated or established that, whether alone or together with one or more other authorities, is responsible for administering a deposit insurance scheme for deposits of the levy payer or foreign corporation; “foreign corporation” means a corporation incorporated in a foreign country or territory; “officer”, in relation to a levy payer, includes — ( a ) a director, a secretary or an employee of the levy payer; ( b ) a receiver or manager of any part of the undertaking of the levy payer appointed under a power contained in any instrument; and ( c ) the liquidator of the levy payer appointed in a voluntary winding up; “parent corporation”, in relation to a levy payer, means a corporation that is able to exercise a significant influence over the direction and management of the levy payer or that has a controlling interest in the levy payer; “parent supervisory authority”, in relation to a levy payer or a foreign corporation, means the supervisory authority that is responsible, under the laws of the country or territory in which the levy payer or foreign corporation is incorporated or established, for supervising the levy payer or foreign corporation, as the case may be; “policy owners’ protection scheme authority”, in relation to a levy payer or a foreign corporation, means an authority of the foreign country or territory in which the levy payer or foreign corporation is incorporated or established that, whether alone or together with one or more authorities, is responsible for administering a protection scheme for the policy owners of insurance policies of the levy payer or foreign corporation, as the case may be; “resolution authority”, in relation to a levy payer or a foreign corporation, means an authority of the foreign country or territory in which the levy payer or foreign corporation is incorporated or established that, whether alone or together with one or more other authorities, is responsible for the resolution, or for preparing plans for dealing with the resolution of, the levy payer or foreign corporation, as the case may be.


document_id: fsma-2022
provision_ref: s118
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 118
title: Use of resolution fund to pay loan, etc., and balance in resolution fund
content:
118. —(1) The Minister may, from time to time, direct the trustee of a resolution fund to make a withdrawal from the resolution fund for any of the following purposes: ( a ) to repay the Authority all or any part of the loan made under section 23(7A) of the Monetary Authority of Singapore Act 1970, together with any interest on such loan; ( b ) to reimburse the Agency for any payment the trustee received under section 29A of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011. (2) The Minister may by regulations made under section 135 provide for — ( a ) how the balance in a resolution fund is to be dealt with after the fund is no longer needed for any of the purposes mentioned in subsection (1) or section 110(1); and ( b ) the dissolution of the resolution fund after the balance of the fund has been dealt with in accordance with the regulations, and the publication of a notice of such dissolution.


document_id: fsma-2022
provision_ref: s119
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 119
title: Priority of debt of financial institution to trustee
content:
119. Despite any written law or rule of law relating to the winding up of companies, in the event of a winding up of a financial institution (other than one that is a bank, a finance company licensed under the Finance Companies Act 1967 or an insurer licensed under the Insurance Act 1966) — ( a ) any sum claimed by the trustee of a resolution fund from the financial institution under section 112; and ( b ) any levy and late payment imposed on the financial institution under section 113, 114 or 115 and due from the financial institution, and any levy which the financial institution is liable to collect under section 115(2) and due from the financial institution, have priority over all unsecured liabilities of the financial institution other than preferential debts specified in section 203(1) of the Insolvency, Restructuring and Dissolution Act 2018.


document_id: fsma-2022
provision_ref: s120
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 120
title: Regulations for this Division
content:
120. —(1) Regulations may be made under section 135 for the purposes of this Division. (2) Without limiting subsection (1), regulations may be made in relation to the imposition and recovery of a levy and late payment fee under section 113, 114, 115 or 116, and in particular in relation to one or more of the following: ( a ) the levy payers on and from whom the trustee of the resolution fund may impose and recover the levy; ( b ) the classification of the levy payers mentioned in paragraph ( a ) for the purpose of imposing different amounts of the levy; ( c ) the manner in which the amount of the levy for each class of levy payers is to be determined; ( d ) the amount of the late payment fee; ( e ) the manner and date of payment of the levy and late payment fee; ( f ) a duty of a financial institution under resolution, a levy payer, a market infrastructure or a payment system operator to provide such information as the Authority or trustee may reasonably require for the purposes of computing the levy or late payment fee or preparing a notice under section 113; ( g ) such other matters as the Minister considers necessary for the computation, imposition and recovery of the levy or late payment fees. Division 11 &#x2014; Compensation


document_id: fsma-2022
provision_ref: s121
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 121
title: Interpretation of this Division
content:
121. In this Division, unless the context otherwise requires — “2nd transferee” has the meaning given by section 69; “Division 11 FI” or Division 11 financial institution means a pertinent financial institution within a class of pertinent financial institutions prescribed by regulations made under section 135 for the purposes of this Division; “Division 11 FI under resolution” means a Division 11 FI that is the subject of a resolution action; “pre-resolution creditor”, in relation to a Division 11 FI under resolution, means any person who was a creditor of the Division 11 FI immediately before the resolution date; “pre-resolution shareholder”, in relation to a Division 11 FI under resolution, means any person who held shares or instruments conferring or representing a legal or beneficial ownership interest in the Division 11 FI, immediately before the resolution date; “prescribed written law” has the meaning given by section 95; “resolution action” means — ( a ) the issue of a certificate of transfer under section 67 or any action to be taken under that certificate; ( b ) the issue of a certificate of transfer under section 76 or any action to be taken under that certificate; ( c ) the issue of a certificate of restructuring of share capital under section 79 or any action to be taken under that certificate; ( d ) the issue of a bail-in certificate under section 84 or any action to be taken under that certificate; or ( e ) the making of an order under section 104 that provides for any of the matters mentioned in section 104(2); “resolution date”, in relation to a Division 11 FI under resolution, means — ( a ) if the Division 11 FI is the subject of the issue of a certificate of transfer under section 67, a certificate of transfer under section 76, a certificate of restructuring of share capital under section 79, or a bail‑in certificate under section 84 — the date the certificate is published in the Gazette ; ( b ) if the Division 11 FI is the subject of 2 or more actions mentioned in paragraphs ( a ) to ( d ) of the definition of “resolution action” — the earlier or earliest of the dates of publication of the relevant certificates in the Gazette ; ( c ) if the Division 11 FI is the subject of an action mentioned in paragraph ( e ) of the definition of “resolution action” — the date of publication of the order in the Gazette ; or ( d ) if the Division 11 FI is the subject of one or more actions mentioned in paragraphs ( a ) to ( d ) of the definition of “resolution action”, as well as the action mentioned in paragraph ( e ) of that definition — the earlier of the following dates: (i) the date of publication in the Gazette of the relevant certificate or, if there is more than one relevant certificate, the earlier or earliest of the dates of publication in the Gazette of the relevant certificates; (ii) the date of publication of the order in the Gazette ; “transferee” has the meaning given by section 65; “valuation report” means a report issued by a valuer under section 125(3); “valuer” means a person appointed under section 124 as a valuer.


document_id: fsma-2022
provision_ref: s122
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 122
title: Meaning of “worse off as a result of the resolution”
content:
122. —(1) In this Division, a pre‑resolution creditor or pre‑resolution shareholder of a Division 11 FI under resolution is worse off as a result of the resolution if, by reason of one or more of the actions mentioned in subsection (2) taken in relation to the Division 11 FI, the pre‑resolution creditor or pre‑resolution shareholder has received, is receiving or is likely to receive less favourable treatment than what the pre‑resolution creditor or pre‑resolution shareholder would have received had winding up proceedings been commenced against the Division 11 FI immediately before the resolution date. (2) In subsection (1), the actions are — ( a ) any resolution action; ( b ) the issue of a reverse transfer certificate under section 71 or any action taken under that certificate; and ( c ) the issue of an onward transfer certificate under section 73 or any action taken under that certificate. (3) In any of the following cases, it is a rebuttable presumption that a pre‑resolution creditor or pre‑resolution shareholder of a Division 11 FI under resolution is not worse off as a result of the resolution: ( a ) the liability or instrument concerned is transferred to a transferee under section 67 and the transferee is subject to the same terms for that liability or instrument as those to which the Division 11 FI under resolution was subject; ( b ) the liability or instrument concerned is transferred under section 67 and is then transferred back to the Division 11 FI under section 71, and the Division 11 FI is subject to the same terms for that liability or instrument as it was subject to immediately before the transfer under section 67; ( c ) the liability or instrument concerned is transferred under section 67 and is then transferred to a 2nd transferee under section 73, and the 2nd transferee is subject to the same terms for that liability or instrument as those to which the Division 11 FI under resolution was subject; ( d ) the only resolution action to which the Division 11 FI is subject is the issue of a bail‑in certificate within the meaning of Division 6 or any action under the certificate, and the instrument or liability concerned is not one to be bailed in under that certificate; ( e ) the only resolution action to which the Division 11 FI is subject is the making of an order under Division 9, and the pre‑resolution creditor or pre‑resolution shareholder is eligible for compensation under the law of a foreign country or territory by reason of the resolution to which the order gives effect.


document_id: fsma-2022
provision_ref: s123
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 123
title: Eligibility for compensation
content:
123. —(1) A pre-resolution creditor or pre‑resolution shareholder of a Division 11 FI under resolution that is worse off as a result of the resolution, is eligible for compensation of the amount mentioned in subsection (2). (2) The amount of compensation that the pre-resolution creditor or pre‑resolution shareholder is eligible for is the difference between — ( a ) what the pre-resolution creditor or pre‑resolution shareholder would have received had winding up proceedings been commenced against the Division 11 FI under resolution immediately before the resolution date; and ( b ) what the pre-resolution creditor or pre‑resolution shareholder has received, is receiving, or is likely to receive — (i) as a result of one or more of the actions mentioned in section 122(2); and (ii) as compensation under the law of a foreign country or territory governing the foreign resolution (if applicable). (3) Subject to section 129, the Authority must recommend to the Minister to make a direction to the trustee of the resolution fund established under Division 10 in relation to the resolution of the Division 11 FI, to make a withdrawal from the fund to pay to the pre‑resolution creditor or pre‑resolution shareholder, the amount set out in the valuation report as the amount mentioned in subsection (2). (4) Payment of the compensation to the pre‑resolution creditor or pre‑resolution shareholder is to be made in the form and manner, and within the time, prescribed by regulations made under section 135.


document_id: fsma-2022
provision_ref: s124
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 124
title: Appointment of valuer
content:
124. —(1) The Minister must, as soon as practicable, after the resolution date of a Division 11 FI under resolution, appoint a valuer for the Division 11 FI. (2) The role of a valuer appointed under this section is to make a valuation in relation to the Division 11 FI in accordance with section 125, and decide whether any pre‑resolution creditor or pre‑resolution shareholder of the Division 11 FI is eligible for compensation and the amount of the compensation. (3) The Minister may only appoint a person as a valuer if the Minister is satisfied that the person satisfies the criteria prescribed by regulations made for the purposes of this subsection under section 135. (4) The appointment of a valuer is to be made on such conditions as the Minister may determine, and the Minister may at any time add to, vary or revoke any such condition. (5) The Minister may on any prescribed ground revoke the appointment of a valuer, and may, subject to subsections (3) and (4), appoint a new valuer. (6) Where the appointment of a valuer is revoked and a new valuer is appointed under subsection (5), the Authority may direct the previous valuer to provide such information and documents to the new valuer as the Authority considers necessary for the new valuer to conduct the valuation. (7) A valuer that does not comply with a direction issued under subsection (6) 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. (8) The Authority may at any time fix the remuneration and expenses to be paid to a valuer. (9) The remuneration and expenses of a valuer may be paid out of the resolution fund established under Division 10 in relation to the resolution of the Division 11 FI.


document_id: fsma-2022
provision_ref: s125
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 125
title: Valuation
content:
125. —(1) A valuer for a Division 11 FI under resolution must conduct the valuation of the Division 11 FI in accordance with the valuation principles that are prescribed by regulations made under section 135, and any other valuation principles specified by the Authority by written notice to the valuer. (2) The valuer must determine the amount of compensation to be paid to each pre‑resolution creditor or pre‑resolution shareholder of the Division 11 FI, or each one that is within a class of pre‑resolution creditors or pre‑resolution shareholders of the Division 11 FI, by reference to the difference between — ( a ) the valuer’s assessment of what the pre‑resolution creditor or pre‑resolution shareholder would have received had winding up proceedings been commenced against the Division 11 FI immediately before the resolution date; and ( b ) the valuer’s assessment of what the pre‑resolution creditor or pre‑resolution shareholder has received, is receiving, or is likely to receive — (i) as a result of one or more of the actions mentioned in section 122(2); and (ii) as compensation under the law of a foreign country or territory governing the foreign resolution (if applicable). (3) After conducting the valuation, the valuer for a Division 11 FI under resolution must issue a report setting out the valuer’s decision on — ( a ) whether each pre-resolution creditor or pre‑resolution shareholder of the Division 11 FI is eligible for compensation; and ( b ) the amount of compensation to be paid to each pre‑resolution creditor or pre‑resolution shareholder. (4) The valuation report must specify the information that is prescribed by regulations made under section 135 and any other valuation principles specified by the Authority by written notice to the valuer. (5) The valuer must provide the valuation report to the Minister and the Authority by such date as may be determined by the Minister. (6) On receiving a copy of the valuation report, where the Authority is of the view that — ( a ) the valuation report was not prepared in accordance with this section; or ( b ) the valuer should have had regard to any additional circumstances not taken into account in the valuation report, the Authority may, by written notice, request the valuer to reconsider the valuation report or any aspect of the report by such date as the Authority may specify in the notice. (7) The Authority may cause the valuation report or any part of the valuation report to be published in the manner determined by the Authority.


document_id: fsma-2022
provision_ref: s126
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 126
title: Access to information by valuer
content:
126. —(1) A Division 11 FI under resolution for which a valuer is appointed must — ( a ) give the valuer access to such of its records and documents as the valuer may reasonably require to conduct the valuation; ( b ) procure a person who is in possession of such records and documents to give the valuer access to them; ( c ) provide such information and facilities as the valuer may reasonably require to conduct the valuation; and ( d ) procure a person who is in possession of such information or facilities to provide the information or facilities to the valuer. (2) Subsection (1) has effect despite any obligation of confidentiality or other restrictions on the disclosure of information imposed on the Division 11 FI under resolution or any of its officers, or on any person mentioned in subsection (1)( b ) or ( d ), by any prescribed written law or any requirement imposed under any such written law, any rule of law, any contract or any rule of professional conduct. (3) A Division 11 FI under resolution that, without reasonable excuse, refuses or neglects to comply with subsection (1) 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. (4) No civil or criminal liability is incurred by a Division 11 FI under resolution or any of its officers, or by any person mentioned in subsection (1)( b ) or ( d ) or any of the person’s officers, in respect of any obligation or restriction mentioned in subsection (2), for doing or omitting to do any act, if the act is done or omitted to be done with reasonable care and in good faith and for the purpose of complying with or giving effect to subsection (1). (5) A Division 11 FI under resolution or any of its officers, or any person mentioned in subsection (1)( b ) or ( d ), that, with reasonable care and in good faith, does or omits to do any act for the purpose of complying with or giving effect to subsection (1) is not to be treated as being in breach of any obligation or restriction mentioned in subsection (2).


document_id: fsma-2022
provision_ref: s127
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 127
title: Confidentiality and use of information
content:
127. —(1) A valuer must not use or disclose any information obtained under this Division other than for the performance of its functions under this Division. (2) Any person who comes to know of any information in the course of assisting another person to perform a function under this Division must not use or disclose the information for any purpose other than for such assistance. (3) Except as provided under sections 125(5) and 128, a valuer must not disclose any part of the valuation report issued by the valuer to any person. (4) The duties of a valuer under subsections (1) and (3) continue after the revocation or cessation of the valuer’s appointment. (5) A person who contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( b ) in any other case, to a fine not exceeding $250,000. (6) A person to whom any information is disclosed, who knows or has reasonable grounds for believing at the time of the disclosure, that the information was disclosed to the person in contravention of subsection (1), (2) or (3), shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( b ) in any other case, to a fine not exceeding $250,000. (7) Where a person is charged with an offence under subsection (6), it is a defence for the person to prove that — ( a ) the disclosure was made contrary to the person’s desire; ( b ) where the disclosure was made in any written or printed form, the person had as soon as practicable after receiving the information, surrendered, or taken all reasonable steps to surrender, the information and all copies of the information to the Authority; and ( c ) where the disclosure was made in an electronic form, the person had, as soon as practicable after receiving the information, taken all reasonable steps to ensure the deletion of all electronic copies of the information and the surrender of the information and all copies of the information in other forms to the Authority.


document_id: fsma-2022
provision_ref: s128
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 128
title: Disclosure of valuation report
content:
128. —(1) A valuer of a Division 11 FI under resolution may, with the Authority’s approval, disclose the whole or any part of the valuation report of the Division 11 FI to the Division 11 FI, any pre‑resolution creditor or pre‑resolution shareholder of the Division 11 FI, or the public. (2) In granting approval for a disclosure, the Authority may impose such conditions or restrictions as the Authority thinks fit on the valuer as to the form or content of the valuation report or part of the valuation report to be disclosed. (3) The Authority may also impose such conditions or restrictions as the Authority thinks fit on the Division 11 FI under resolution or any pre‑resolution creditor or pre‑resolution shareholder of the Division 11 FI that the valuer discloses the valuation report to. (4) A person who contravenes any of the provisions of this section, or any condition or restriction imposed under subsection (2) or (3), shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or ( b ) in any other case, to a fine not exceeding $250,000.


document_id: fsma-2022
provision_ref: s129
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 129
title: Appeals
content:
129. —(1) The Authority may appeal to the Court against a valuation report if the Authority is dissatisfied with — ( a ) the valuer’s decision on any person’s eligibility for compensation; or ( b ) the amount of compensation to be paid to any person pursuant to the valuation report. (2) A person may appeal to the Court against a valuation report if the person is dissatisfied with — ( a ) the valuer’s decision on the person’s eligibility for compensation; or ( b ) the amount of compensation to be paid to the person pursuant to the valuation report. (3) The Court may make an order that confirms or varies the valuation report in respect of the eligibility of a person for compensation or the amount of compensation to be paid to the person. (4) A person may not lodge an appeal after the resolution fund established under Division 10 in relation to the resolution of the Division 11 FI has been dissolved in accordance with regulations made for the purposes of section 118(2). (5) Rules of Court may provide for the manner in which appeals under this section may be made and the procedure for the appeal. Division 12 &#x2014; Miscellaneous


document_id: fsma-2022
provision_ref: s130
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 130
title: Notices to significant associated entities of specified financial institutions
content:
130. —(1) The Authority may, if the Authority thinks it necessary or expedient in the public interest, in the interests of any affected person or class of affected persons of a specified financial institution or in the interests of the financial system in Singapore, by written notice to a significant associated entity of the specified financial institution, give directions or impose requirements on or relating to the operations or activities of the significant associated entity, including directions that the significant associated entity — ( a ) take such action, or do or not do such act or thing, as the Authority may specify in the notice; or ( b ) continue to provide such services as the Authority may specify in the notice to — (i) the specified financial institution; or (ii) all or any of the entities treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution. (2) A significant associated entity of a specified financial institution must comply with any direction given to the significant associated entity, or any requirement imposed on the significant associated entity, by any notice issued to the significant associated entity under subsection (1). (3) It is not necessary to publish any notice issued under subsection (1) in the Gazette . (4) A significant associated entity (of a specified financial institution) that contravenes subsection (2) 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. (5) In this section — “Accounting Standards” has the meaning given by section 4(1) of the Companies Act 1967; “group of companies”, in relation to a specified financial institution, means — ( a ) the specified financial institution; ( b ) the entities that are subsidiaries of the specified financial institution; and ( c ) the entity that is the holding company of the specified financial institution, and the entities that are subsidiaries of that holding company; “significant associated entity”, in relation to a specified financial institution, means an entity incorporated, formed or established in Singapore — ( a ) which is treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution; ( b ) which is not approved, authorised, designated, recognised, registered, licensed or otherwise regulated by the Authority under this Act or any other MAS scheduled Act; and ( c ) which — (i) is significant to the business of — (A) the specified financial institution; or (B) all or any of the entities which are treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution; or (ii) provides any service which is essential or necessary for the continued operation of — (A) the specified financial institution; or (B) all or any of the entities which are treated, for accounting purposes according to the Accounting Standards, as part of the group of companies of the specified financial institution.


document_id: fsma-2022
provision_ref: s131
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 131
title: Modification of law of insolvency
content:
131. Despite anything to the contrary in this Act, the Companies Act 1967 and the Insolvency, Restructuring and Dissolution Act 2018 — ( a ) any sale, transfer, assignment or other disposition of any property or business of a pertinent financial institution pursuant to section 67 or 73 must not be reversed, repaid or set aside, except where a certificate has been issued under section 71 to reverse such sale, transfer, assignment or other disposition; and ( b ) no order may be made by any court for the rectification or stay of any such sale, transfer, assignment or other disposition.


document_id: fsma-2022
provision_ref: s132
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 132
title: Power to obtain information under this Part
content:
132. —(1) The Minister or the Authority may require a person to provide, within the period and in the manner specified by the Minister or the Authority, any information or document that the Minister or the Authority may reasonably require — ( a ) for the discharge or exercise of the Minister’s or the Authority’s duties, functions or powers under this Part; or ( b ) for transmission to a valuer appointed under section 124 in connection with the valuer’s role under Division 11. (2) A person who — ( a ) without reasonable excuse, fails to comply with any requirement under subsection (1); or ( b ) in purported compliance with any requirement under subsection (1), 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 $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction. (3) Where a person claims, before providing the Minister or the Authority with any information or document that the person is required to provide under subsection (1), 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 (2).


document_id: fsma-2022
provision_ref: s133
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 133
title: Immunity for officer of specified financial institution or significant associated entity
content:
133. —(1) No civil or criminal liability is incurred by an officer of a specified financial institution, or of a significant associated entity referred to in section 130, for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in complying with any provision of this Part or any direction given, notice issued or requirement imposed by the Minister or the Authority under this Part. (2) In this section, “officer”, in relation to a specified financial institution or a significant associated entity referred to in section 130, includes — ( a ) a director, a secretary or an executive officer of the specified financial institution or significant associated entity, as the case may be; ( b ) a receiver or manager of any part of the undertaking of the specified financial institution or significant associated entity (as the case may be) appointed under a power contained in any instrument; and ( c ) a liquidator of the specified financial institution or significant associated entity (as the case may be) appointed in a voluntary winding up.


document_id: fsma-2022
provision_ref: s134
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 134
title: Cessation of moratorium, etc., under this Part
content:
134. —(1) The Minister may, by order in the Gazette , direct that section 68(1) or (2), 76(13), 79(13) or 86, or any part of that provision, ceases to apply to a pertinent financial institution, any business (or any part of the business) of a pertinent financial institution, any share in a pertinent financial institution or any eligible instrument issued by a Division 6 FI or to which it is a party or is subject, and the order has effect according to its terms on the date specified by the Minister in the order. (2) In this section, “business” includes affairs, property, right, obligation and liability.


document_id: fsma-2022
provision_ref: s135
chapter: PART 8 - RESOLUTION OF FINANCIAL INSTITUTIONS
section: 135
title: Regulations for this Part
content:
135. —(1) The Minister may make such regulations as may be necessary or expedient for carrying out the purposes and provisions of this Part and for prescribing anything that may be required to be prescribed under this Part. (2) Without limiting subsection (1), regulations made under this section may — ( a ) restrict, or impose conditions on, any transfer of only part (but not the whole) of the business (as defined in section 65) of a pertinent financial institution under Division 2; ( b ) provide for either or both of the following: (i) that any arrangement, transaction or action is exempt from any provision of this Part; (ii) that the Minister or the Authority must not exercise any power under this Part in relation to any arrangement, transaction or action, or any matter for which any arrangement has been entered into, either in all circumstances or if specified conditions are not satisfied; ( c ) prescribe — (i) any set-off arrangement, netting arrangement or other type of arrangement as an arrangement referred to in paragraph ( b )(i) or (ii); (ii) any transaction or action as a transaction or action in paragraph ( b )(i) or (ii); (iii) for any arrangement, transaction or action referred to in paragraph ( b )(i), each provision of this Part which that arrangement, transaction or action is exempted from; and (iv) for any arrangement, transaction, action or matter referred to in paragraph ( b )(ii), each power which the Minister or the Authority may not exercise in relation to that arrangement, transaction, action or matter; ( d ) provide for any transaction to be void or voidable, or for any other consequence (including a consequence affecting any business, affairs, property, right, obligation, liability or power of any person under this Part, or affecting the operation of any provision of this Part) to arise, if any specified provision of the regulations is contravened; ( e ) provide that any contravention of any specified provision of the regulations shall be an offence punishable — (i) in the case of an individual, with a fine not exceeding $125,000 or with imprisonment for a term not exceeding 3 years or with both and, in the case of a continuing offence, with a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction; or (ii) in any other case, with a fine not exceeding $250,000 and, in the case of a continuing offence, with a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction; ( f ) exempt any person or class of persons from all or any of the provisions of this Part and the regulations, subject to such conditions or restrictions as may be prescribed; and ( g ) provide that a pertinent financial institution, any of its subsidiaries or any subsidiary within a class of its subsidiaries, must include a provision in a specified contract to which the pertinent financial institution or subsidiary is a party, the effect of which is that the parties to the contract agree to be bound by section 92 and by any suspension of a termination right in the contract by the Authority under section 93. (3) For the purposes of the definition of “affected person” in section 58, the Minister may prescribe, in relation to any specified financial institution, different persons for different purposes. (4) For the purposes of the definitions of “excluded financial institution” and “pertinent financial institution” in section 58, the Minister may prescribe different financial institutions for different purposes. (5) All regulations made under this section must be presented to Parliament as soon as possible after publication in the Gazette . (6) In this section — “netting arrangement” means an arrangement under which 2 or more claims or obligations can be converted into a net claim or obligation, and includes a close‑out netting arrangement (under which actual or theoretical debts are calculated during the course of a contract for the purpose of enabling them to be set‑off against each other or to be converted into a net debt); “set-off arrangement” means an arrangement under which 2 or more debts, claims or obligations can be set‑off against each other.


document_id: fsma-2022
provision_ref: s136
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 136
title: Interpretation of this Part
content:
136. —(1) In this Part, unless the context otherwise requires — “5% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates — ( a ) has an interest in at least 5%, but less than 12%, of the shares in the corporation; or ( b ) is in a position to control at least 5%, but less than 12%, of the votes in the corporation; “12% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates — ( a ) has an interest in at least 12%, but less than 20%, of the shares in the corporation; or ( b ) is in a position to control at least 12%, but less than 20%, of the votes in the corporation; “20% controller”, in relation to a corporation (being a licensee), means a person that alone or together with the person’s associates — ( a ) has an interest in at least 20% of the shares in the corporation; or ( b ) is in a position to control at least 20% of the votes in the corporation; “arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied; “book” includes any record, register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; “capital markets products” has the meaning given by section 2(1) of the Securities and Futures Act 2001; “chief executive officer”, in relation to a corporation, means a person, by whatever name called, who — ( a ) is in the direct employment of, or acting for or by arrangement with, the corporation; and ( b ) is principally responsible for the management and conduct of the business of the corporation; “company” has the meaning given by section 4(1) of the Companies Act 1967; “digital payment token” has the meaning given by section 2(1) of the Payment Services Act 2019; “digital payment token service” has the meaning given by section 2(1) of the Payment Services Act 2019; “digital token” means — ( a ) a digital payment token; or ( b ) a digital representation of a capital markets product which — (i) can be transferred, stored or traded electronically; and (ii) satisfies such other characteristics as the Authority may prescribe, but does not include an excluded digital token; “digital token service” has the meaning given by Part 1 of the First Schedule, but excludes any service that is specified in Part 2 of that Schedule; “digital token service provider” means any person that provides a digital token service; “digital token service user” means any person that uses a digital token service; “director” has the meaning given by section 4(1) of the Companies Act 1967; “e-money” has the meaning given by section 2(1) of the Payment Services Act 2019; “employee”, in relation to an employer, includes an individual seconded or temporarily transferred to the employer from another employer; “entity” means any body corporate or unincorporate, whether incorporated, formed or established in or outside Singapore; “excluded digital token” means a digital token that is prescribed by the Authority as an excluded digital token; “executive director” means a director who is concurrently an executive officer; “executive officer”, in relation to a corporation, means any individual, by whatever name called, who — ( a ) is in the direct employment of, or acting for or by arrangement with, the corporation; and ( b ) is concerned with or takes part in the management of the corporation on a day‑to‑day basis; “financial regulatory authority”, in relation to a foreign country or territory, means an authority of the foreign country or territory exercising any function that corresponds to a regulatory function of the Authority under this Act or any other MAS scheduled Act; “indirect controller”, in relation to a corporation (being a licensee) — ( a ) means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in the corporation — (i) in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed or under an obligation, whether formal or informal, to act; or (ii) that is in a position to determine the policy of the corporation; but ( b ) excludes any person — (i) who is a director or other officer of the corporation and whose appointment has been approved by the Authority; or (ii) in accordance with whose directions, instructions or wishes the directors of the corporation are accustomed to act by reason only that they act on advice given by the person in the person’s professional capacity; “licence” means a licence granted under section 138; “licensee” means a digital token service provider the licence of which is in force; “limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005; “money” includes e-money but excludes any digital payment token and any excluded digital token; “partner”, in relation to a limited liability partnership, has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005; “permanent place of business”, in relation to a person, means each fixed location in Singapore used by the person, for carrying on the person’s business, regardless whether the business is carried on within a single building or at a single business address; “place of business”, in relation to a licensee, means any location (including a kiosk that can be moved from one location to another) in Singapore used by the licensee, for carrying on its business; “registered office” means a registered office maintained under section 142(1) or 370(1) of the Companies Act 1967; “regulated financial institution” means a person that carries on a business, the conduct of which is regulated or authorised by the Authority or, if it is carried on in Singapore, could be regulated or authorised by the Authority; “share” has the meaning given by section 4(1) of the Companies Act 1967 and includes an interest in a share; “VCC” or variable capital company has the meaning given by section 2(1) of the Variable Capital Companies Act 2018. (2) In this Part, unless the context otherwise requires — ( a ) a person has an interest in a share if — (i) the person has or is treated as having an interest in that share under section 7(1A), (1B), (2), (6) and (7) to (10) of the Companies Act 1967; or (ii) the person has any legal or equitable interest in that share, except an interest that is to be disregarded under section 7(9) of the Companies Act 1967; ( b ) a reference to the control of a percentage of the votes in a corporation (being a licensee) 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 corporation; 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) A is a person that 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 20% or more 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 corporation (being a licensee) mentioned in the definition of “5% controller”, “12% controller” or “20% controller”. (3) For the purposes of section 137(2) and (4), the provision of a digital token service is incidental to any other business carried on by a person, if the digital token service — ( a ) is carried on, offered or provided by that person to support that other business; and ( b ) is provided by that person in connection with the carrying on of that other business. Division 2 &#x2014; Licensing of digital token service providers Subdivision (1) &#x2014; Licensing of digital token service providers


document_id: fsma-2022
provision_ref: s137
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 137
title: Licensing of digital token service providers
content:
137. —(1) Except as provided for in subsection (5), an individual or a partnership must not from a place of business in Singapore carry on a business of providing any type of digital token service outside Singapore unless the individual or the partnership has in force a licence. (2) For the purposes of subsection (1), where a person provides any type of digital token service while the person carries on any business (called in this subsection the primary business) from a place of business in Singapore — ( a ) the person is presumed to carry on a secondary business of providing that type of digital token service from a place of business in Singapore, regardless whether the provision of that type of digital token service is related or incidental to the primary business; and ( b ) the presumption in paragraph ( a ) is not rebutted by proof that the provision of that type of digital token service is related or incidental, or is both related and incidental, to the primary business. (3) Except as provided for in subsection (5), a Singapore corporation must not carry on a business, whether from Singapore or elsewhere, of providing any type of digital token service outside Singapore unless the Singapore corporation has in force a licence. (4) For the purposes of subsection (3), where a person provides any type of digital token service while the person carries on any business (called in this subsection the primary business) — ( a ) the person is presumed to carry on a secondary business of providing that type of digital token service regardless whether the provision of that type of digital token service is related or incidental to the primary business; and ( b ) the presumption in paragraph ( a ) is not rebutted by proof that the provision of that type of digital token service is related or incidental, or is both related and incidental, to the primary business. (5) Subsections (1) and (3) do not apply to a person who carries on a business of providing a digital token service — ( a ) unless otherwise provided for in regulations made under section 192 — (i) that is — (A) required to be licensed, approved or recognised under the Securities and Futures Act 2001; or (B) exempted from licensing, approval or recognition under the Securities and Futures Act 2001, in respect of the carrying on of a business in a capital markets product regulated activity; (ii) that is — (A) required to be licensed under the Financial Advisers Act 2001; or (B) exempted from licensing under the Financial Advisers Act 2001, in respect of the carrying on of a business of providing a financial advisory service; or (iii) that is — (A) required to be licensed under the Payment Services Act 2019; or (B) exempted from licensing under the Payment Services Act 2019, in respect of the carrying on of a business of providing any digital payment token service; ( b ) that is specified in the Second Schedule; or ( c ) that belongs to a prescribed class of persons. (6) A person that contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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. (7) In this section — “capital markets product regulated activity” means any of the following activities: ( a ) any regulated activity; ( b ) establishing or operating an organised market; “financial advisory service” has the meaning given by section 2(1) of the Financial Advisers Act 2001; “organised market” has the meaning given by Part 1 of the First Schedule to the Securities and Futures Act 2001; “regulated activity” has the meaning given by section 2(1) of the Securities and Futures Act 2001; “Singapore corporation” means a body corporate formed or incorporated in Singapore and includes a limited liability partnership.


document_id: fsma-2022
provision_ref: s138
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 138
title: Application for licence
content:
138. —(1) An application for a licence must be made to the Authority in the form and manner required by the Authority. (2) Upon receiving an application under subsection (1), the Authority may — ( a ) grant a licence to the applicant, with or without conditions; or ( b ) refuse to grant a licence. (3) Where an applicant has applied for a licence, the Authority must not grant the licence to the applicant unless — ( a ) the applicant has a permanent place of business in Singapore; ( b ) in the case of an applicant that is a corporation, an executive director of the applicant — (i) is resident in Singapore; or (ii) if the applicant satisfies such conditions as may be prescribed — belongs to a prescribed class of persons; ( c ) in the case of an applicant that is a partnership, a partner of the applicant — (i) is resident in Singapore; or (ii) if the applicant satisfies such conditions as may be prescribed — belongs to a prescribed class of persons; ( d ) in the case of an applicant that is a limited liability partnership — a partner or manager of the applicant — (i) is resident in Singapore; or (ii) if the applicant satisfies such conditions as may be prescribed — belongs to a prescribed class of persons; ( e ) the applicant satisfies such financial requirements as may be prescribed; ( f ) the Authority — (i) is satisfied that the applicant is a fit and proper person under the Guidelines on Fit and Proper Criteria; (ii) is satisfied as to the financial condition of the applicant; (iii) is satisfied that the public interest will be served by the granting of the licence; and (iv) is satisfied that the applicant meets such other criteria for the grant of the licence as the Authority considers relevant; ( g ) the applicant satisfies such operational requirements as the Authority may specify; and ( h ) the application is accompanied by — (i) such information or documents as the Authority may require; and (ii) a non-refundable application fee of a prescribed amount that is payable in such manner as the Authority may specify. (4) The Authority may at any time add to, vary or revoke any of the conditions of a licence imposed under subsection (2)( a ) or this subsection. (5) The Authority must not refuse an application under subsection (1) without giving the applicant an opportunity to be heard. (6) Every licensee must, while its licence is in force, satisfy — ( a ) such financial requirements as may be prescribed or specified by the Authority by written notice; and ( b ) such operational requirements and other requirements as the Authority may specify by written notice. (7) A licensee that fails to comply with any requirement mentioned in subsection (6) must immediately notify the Authority of the failure. (8) Where a licensee fails to comply with any requirement under subsection (6) — ( a ) the Authority may, by written notice to that licensee, do either or both of the following: (i) restrict or suspend the operations of that licensee; (ii) give such directions to that licensee as the Authority considers appropriate; and ( b ) that licensee must comply with that notice. (9) A licensee that, without reasonable cause, contravenes subsection (6), or fails to comply with any condition imposed by the Authority under subsection (2)( a ) or (4), 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.


document_id: fsma-2022
provision_ref: s139
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 139
title: Holding out as licensee
content:
139. —(1) A person must not hold himself, herself or itself out as a licensee, unless the person has in force a licence. (2) An individual or a partnership must not hold himself, herself or itself (as the case may be) out as carrying on from a place in Singapore a business of providing any type of digital token service outside of Singapore, unless the individual or partnership is a licensee or exempt from section 137(1) under section 189. (3) A Singapore corporation must not hold itself out as carrying on a business of providing digital token service outside of Singapore, unless it is a licensee or exempt from section 137(3) under section 189. (4) Subsections (2) and (3) do not apply to any person mentioned in section 137(5). (5) A person that contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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. (6) For the purposes of subsection (3), “Singapore corporation” has the meaning given by section 137(7).


document_id: fsma-2022
provision_ref: s140
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 140
title: Annual fees of licensees
content:
140. —(1) A licensee must pay to the Authority a prescribed annual fee in such manner as the Authority may specify by written notice. (2) The Authority may, where the Authority considers it to be appropriate in a particular case, waive, refund or remit the whole or any part of any annual fee paid or payable to the Authority.


document_id: fsma-2022
provision_ref: s141
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 141
title: Lapsing, surrender, revocation or suspension of licence
content:
141. —(1) A licence lapses — ( a ) in the case of a licensee that is an entity, if the licensee is wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) in the case of a licensee that is an individual, if the licensee dies, becomes mentally incapacitated or is adjudicated a bankrupt; or ( c ) upon the occurrence of such other event as may be prescribed. (2) The Authority may revoke a licence if — ( a ) it appears to the Authority that any of the following persons is not a fit and proper person under the Guidelines on Fit and Proper Criteria: (i) the licensee; (ii) any officer or employee of the licensee; (iii) where the licensee is a partnership — any partner of that partnership; (iv) where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership; (v) where the licensee is a corporation — any 5% controller, 12% controller, 20% controller or indirect controller of the licensee; ( b ) it appears to the Authority that either of the following is not satisfactory: (i) the financial standing of the licensee; (ii) the manner in which the licensee’s business is being conducted; ( c ) the licensee has contravened, or continues to contravene, any provision of this Act, or has failed, or continues to fail, to comply with any condition or restriction imposed by the Authority under this Act; ( d ) the licensee has failed, or continues to fail, to comply with any written notice issued by the Authority under this Act; ( e ) it appears to the Authority that the licensee has failed, or continues to fail, to comply with any of the licensee’s obligations under or arising from — (i) this Part; or (ii) any written notice issued by the Authority under this Act; ( f ) the licensee has provided to the Authority any information or document required under this Act that is false or misleading in a material particular; ( g ) it appears to the Authority that any of the following persons has not performed that person’s duties under this Act honestly or fairly: (i) the licensee; (ii) any officer or employee of the licensee; (iii) where the licensee is a partnership — any partner of that partnership; (iv) where the licensee is a limited liability partnership — any partner or manager of that limited liability partnership; ( h ) it appears to the Authority that it would be contrary to the public interest for the licensee to continue its operations; ( i ) the licensee fails to pay the annual fee mentioned in section 140(1); ( j ) the licensee fails or ceases to carry on a business of providing any type of digital token service; ( k ) in the case of a licensee that is a corporation — (i) the licensee fails or ceases to have an executive director who — (A) is resident in Singapore; or (B) belongs to the prescribed class of persons mentioned in section 138(3)( b )(ii); or (ii) if any executive director of the licensee belongs to the prescribed class of persons mentioned in section 138(3)( b )(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)( b )(ii); ( l ) in the case of a licensee that is a partnership — (i) the licensee fails or ceases to have a partner who — (A) is resident in Singapore; or (B) belongs to the prescribed class of persons mentioned in section 138(3)( c )(ii); or (ii) if any partner of the licensee belongs to the prescribed class of persons mentioned in section 138(3)( c )(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)( c )(ii); or ( m ) in the case of a licensee that is a limited liability partnership — (i) the licensee fails or ceases to have a partner or manager who — (A) is resident in Singapore; or (B) belongs to the prescribed class of persons mentioned in section 138(3)( d )(ii); or (ii) if any partner or manager of the licensee belongs to the prescribed class of persons mentioned in section 138(3)( d )(ii) — the licensee does not or ceases to satisfy any condition mentioned in section 138(3)( d )(ii). (3) The Authority may, if the Authority considers it desirable to do so — ( a ) suspend the licence of a licensee for a specified period, instead of revoking the licence under subsection (2); and ( b ) at any time — (i) extend the suspension for a specified period; or (ii) cancel the suspension. (4) Except as provided in subsection (5), the Authority must not revoke a licence under subsection (2) or suspend a licence under subsection (3), without giving the licensee an opportunity to be heard. (5) The Authority may revoke or suspend a licence of a licensee, without giving the licensee an opportunity to be heard, in any of the following circumstances: ( a ) in the case of a licensee that is an entity — the licensee is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the licensee; ( c ) any of the following persons has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty, or of an offence the conviction for which involves a finding that the person convicted had acted fraudulently or dishonestly, whether the applicable offence is committed before, on or after the date of commencement of this paragraph: (i) the licensee; (ii) in the case of a licensee that is a corporation — any director, 5% controller, 12% controller, 20% controller or indirect controller of the licensee; (iii) in the case of a licensee that is a partnership — any partner of that partnership; and (iv) in the case of a licensee that is a limited liability partnership — any partner or manager of that limited liability partnership. (6) A licensee whose licence has lapsed, or is revoked or suspended, must cease to carry on the business of providing any type of digital token service from the date the licence lapses, or the revocation or suspension takes effect, as the case may be. (7) Despite the lapsing or revocation of a licence granted to a person, unless the Authority otherwise directs, sections 145, 158, 169, 170 and 171, continue to apply in relation to the person in respect of matters that occurred before the lapsing or revocation of the licence. (8) A person that contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. (9) A licensee may surrender the licensee’s licence by submitting to the Authority a written notice of surrender, in such form as may be specified by the Authority by written notice. (10) Any surrender, lapsing, revocation or suspension of a person’s licence — ( a ) does not avoid or affect any agreement, transaction or arrangement relating to the person’s business of providing any digital token service that is entered into by the person, whether the agreement, transaction or arrangement was entered into before or after the surrender, lapsing, revocation, or suspension (as the case may be) of the licence; and ( b ) does not affect any right, obligation or liability arising under any such agreement, transaction or arrangement.


document_id: fsma-2022
provision_ref: s142
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 142
title: Appeals to Minister
content:
142. Any person that is aggrieved — ( a ) by the refusal of the Authority to grant a licence to the person; or ( b ) by the revocation or suspension of the person’s licence by the Authority, may, within 30 days after having been informed by the Authority of the refusal, revocation or suspension, appeal in writing to the Minister, whose decision is final. Subdivision (2) &#x2014; Conduct of business


document_id: fsma-2022
provision_ref: s143
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 143
title: Place of business of licensee
content:
143. —(1) A licensee must not carry on a business of providing any type of digital token service unless the licensee has a permanent place of business. (2) A licensee must appoint at least one person to be present, on such days and at such hours as the Authority may specify by written notice, at the licensee’s permanent place of business to respond to any queries related to anti‑money laundering or countering the financing of terrorism, or complaints from any digital token service user that uses any digital token service provided by the licensee or is a customer of the licensee. (3) A licensee must keep, or cause to be kept, at the licensee’s permanent place of business, books of all the licensee’s transactions in relation to any digital token service provided by the licensee. (4) A licensee must notify the Authority of any change in the address of any of the following places within 7 days after the date of that change: ( a ) the licensee’s permanent place of business or registered office; ( b ) every other place of business of the licensee. (5) A licensee that contravenes subsection (1), (2) or (3) 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. (6) A licensee that contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.


document_id: fsma-2022
provision_ref: s144
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 144
title: Obligation of licensee to notify Authority of certain events
content:
144. —(1) A licensee must notify the Authority of the occurrence of any of the following events as soon as practicable after that occurrence: ( a ) any civil or criminal proceeding instituted against the licensee, whether in Singapore or elsewhere; ( b ) any event (including an irregularity in the operations of the licensee) that materially impedes or impairs the operations of the licensee; ( c ) the licensee being or becoming, or being likely to become, insolvent or unable to meet any of the licensee’s financial, statutory, contractual or other obligations; ( d ) any disciplinary action taken against the licensee by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; ( e ) any significant change to the regulatory requirements imposed on the licensee by any regulatory authority (other than the Authority), whether in Singapore or elsewhere; ( f ) any other event that the Authority may prescribe or specify by written notice. (2) A licensee must notify the Authority of the occurrence of any other event that the Authority may prescribe or specify by written notice within 14 days after the date of that occurrence. (3) A person that contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000.


document_id: fsma-2022
provision_ref: s145
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 145
title: Obligation of licensee to provide information to Authority
content:
145. —(1) Subject to subsection (4), the Authority may, by written notice, require any licensee, or any person acting on behalf of a licensee, to provide to the Authority, within such period as the Authority may specify in the notice, all such information relating to the licensee’s business of providing any digital token service as the Authority may specify in the notice. (2) Without limiting subsection (1), the Authority may, in the notice under that subsection, require any person mentioned in that subsection to provide — ( a ) information relating to any of the following matters: (i) the operations of the licensee; (ii) the pricing of, or any other form of consideration for, any digital token service offered or provided by the licensee; and ( b ) such other information as the Authority may require for the purposes of this Part. (3) Subject to subsection (4) — ( a ) a requirement imposed by the Authority under this section has effect despite any obligation as to secrecy or other restrictions upon the disclosure of information imposed by any rule of law or contract; and ( b ) a person that complies with a requirement imposed by the Authority under this section is not to be treated as being in breach of any restriction on the disclosure of the information imposed by any rule of law or contract. (4) Nothing in this section requires a person to disclose any information subject to legal privilege. (5) A person that fails to comply with a notice under subsection (1) shall be guilty of an offence and shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $12,500 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $1,250 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.


document_id: fsma-2022
provision_ref: s146
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 146
title: Obligation of licensee to submit periodic reports
content:
146. —(1) A licensee must submit to the Authority such reports or returns relating to the licensee’s business in such form, manner and frequency as the Authority may specify by written notice. (2) A person 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.


document_id: fsma-2022
provision_ref: s147
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 147
title: Prohibition from carrying on certain businesses
content:
147. —(1) A licensee must not carry on a business of granting any credit facility to any individual in Singapore. (2) A licensee 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. (3) In this section, “credit facility” means — ( a ) any advance, loan or other facility that is granted by a licensee to a customer who is an individual, and that gives the customer access to any funds or financial guarantee provided by the licensee; or ( b ) any other liability that is incurred by a licensee on behalf of a customer who is an individual. Subdivision (3) &#x2014; Control of controllers of licensees


document_id: fsma-2022
provision_ref: s148
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 148
title: Application and interpretation of this Subdivision
content:
148. —(1) This Subdivision applies to — ( a ) every individual, whether or not resident in Singapore and whether or not a citizen of Singapore; and ( b ) every entity. (2) In this Subdivision, unless the context otherwise requires, a reference to a licensee is a reference to a licensee incorporated in Singapore.


document_id: fsma-2022
provision_ref: s149
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 149
title: Control of shareholding in licensee
content:
149. —(1) A person must not become a 20% controller of a licensee without first applying for and obtaining the approval of the Authority under subsection (2). (2) The Authority may approve an application made by any person under subsection (1) if the Authority is satisfied that — ( a ) having regard to the likely influence of the person, the licensee will or will continue to conduct its business prudently and comply with the provisions of this Act and any other written law administered by the Authority; ( b ) the person is, under the Guidelines on Fit and Proper Criteria, a fit and proper person to be a 20% controller of the licensee; and ( c ) it is in the public interest to do so. (3) An approval under subsection (2) may be granted to any person subject to such conditions as the Authority may impose, including but not limited to — ( a ) any condition restricting the person’s disposal or further acquisition of shares or voting power in the licensee; and ( b ) any condition restricting the person’s exercise of voting power in the licensee. (4) The Authority may at any time add to, vary or revoke any condition that is imposed under subsection (3) or this subsection. (5) Any condition imposed under subsection (3) or (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the licensee.


document_id: fsma-2022
provision_ref: s150
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 150
title: Objection to existing control of licensee
content:
150. —(1) The Authority may serve a written notice of objection on any person that is, or is required to obtain or has obtained the Authority’s approval under section 149(2) to become, a 20% controller of a licensee, if the Authority is satisfied that — ( a ) any condition for approval under section 149(2) imposed on the person under section 149(3) or (4) has not been complied with; ( b ) it is not, or is no longer, in the public interest to allow the person to continue to be a 20% controller of the licensee; ( c ) the person has provided any false or misleading information or document in connection with an application under section 149(1); ( d ) the person is no longer a fit and proper person under the Guidelines on Fit and Proper Criteria; ( e ) having regard to the likely influence of the person, the licensee is no longer likely to conduct its business prudently or to comply with the provisions of this Part; or ( f ) the Authority would not have been satisfied as to any of the matters specified in section 149(2) had the Authority been aware, at that time, of circumstances relevant to the person’s application under section 149(1). (2) Before serving a written notice of objection under subsection (1), the Authority must, unless the Authority decides that it is not practicable or desirable to do so — ( a ) notify the person of the Authority’s intention to serve the written notice of objection; and ( b ) specify a date by which the person may make written representations with regard to the proposed written notice of objection. (3) The Authority must consider any written representations that the Authority receives before the date mentioned in subsection (2)( b ), for the purpose of determining whether to issue a written notice of objection. (4) The Authority must, in any written notice of objection, specify a reasonable period within which the person that has been served the written notice of objection must — ( a ) cease to be a 20% controller of the licensee; or ( b ) comply with such direction as the Authority may make under section 151. (5) A person that has been served a written notice of objection must comply with that notice.


document_id: fsma-2022
provision_ref: s151
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 151
title: Power of Authority to issue directions for this Subdivision
content:
151. —(1) If the Authority is satisfied that a person has contravened section 149(1) or has failed to comply with any condition imposed under section 149(3) or (4), or if the Authority has served a written notice of objection under section 150, the Authority may, by written notice — ( a ) direct the transfer or disposal of all or any of the shares in the licensee held by the person or any of the person’s associates (called in this section the specified shares) within such time or subject to such conditions as the Authority considers appropriate; ( b ) restrict the transfer or disposal of all or any of the specified shares; or ( c ) make such other direction as the Authority considers appropriate. (2) Where the Authority has issued any direction under subsection (1)( a ) or imposed any restriction under subsection (1)( b ), until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is removed, as the case may be — ( a ) no voting rights may be exercised in respect of the specified shares, unless the Authority expressly permits such rights to be exercised; ( b ) no shares of the licensee may be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares, unless the Authority expressly permits such issue or offer; and ( c ) except in a liquidation of the licensee, no payment may be made by the licensee of any amount (whether by way of dividends or otherwise) in respect of the specified shares, unless the Authority expressly authorises such payment. (3) Subsection (2) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the licensee. (4) Any issue or offer of shares in contravention of subsection (2)( b ) is void, and a person to whom a direction has been issued under subsection (1)( a ) or on whom a restriction has been imposed under subsection (1)( b ) must immediately return those shares to the licensee, upon which the licensee must return to the person any payment received from the person in respect of those shares. (5) Any payment made by a licensee in contravention of subsection (2)( c ) is void, and a person to whom a direction has been issued under subsection (1)( a ) or on whom a restriction has been imposed under subsection (1)( b ) must immediately return the payment the person has received to the licensee.


document_id: fsma-2022
provision_ref: s152
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 152
title: Power of Authority to obtain information relating to this Subdivision
content:
152. —(1) The Authority may, by written notice, direct a licensee to obtain from any of its shareholders, and to provide to the Authority, any information relating to the shareholder that the Authority may require for either or both of the following purposes: ( a ) ascertaining or investigating into the control of shareholding or voting power in the licensee; ( b ) exercising any power or function under section 149, 150, 151, 153 or 189. (2) Without limiting subsection (1), the notice in that subsection may require the licensee to obtain and provide the following information: ( a ) whether the shareholder has an interest in any share in the licensee as beneficial owner or as trustee; ( b ) if the shareholder holds the interest in the share as trustee, to indicate as far as that shareholder is able to — (i) the person for whom that shareholder holds the interest (either by name or by other particulars sufficient to enable that person to be identified); and (ii) the nature of that person’s interest. (3) The Authority may, by written notice, require any shareholder ( X ) of a licensee, or any person ( Y ) that appears from information provided to the Authority under subsection (1) or this subsection to have an interest in any share in the licensee, to provide to the Authority any information relating to X or Y (as the case may be) that the Authority may require for either or both of the following purposes: ( a ) ascertaining or investigating into the control of shareholding or voting power in the licensee; ( b ) exercising any power or function under section 149, 150, 151, 153 or 189. (4) Without limiting subsection (3), the notice in that subsection may require X or Y to provide the following information: ( a ) whether X or Y holds the interest as beneficial owner or as trustee; ( b ) if X or Y holds the interest as trustee, to indicate as far as X or Y can — (i) the person ( Z ) for whom X or Y holds the interest (either by name or by other particulars sufficient to enable Z to be identified); and (ii) the nature of Z ’s interest; ( c ) whether any share or any voting right attached to the share is the subject of an agreement or arrangement described in section 136(2)( c )(vi), and if so, to give particulars of the agreement or arrangement and the parties to it.


document_id: fsma-2022
provision_ref: s153
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 153
title: Offences, penalties and defences
content:
153. —(1) A person that — ( a ) contravenes section 149(1) or 150(5) or does any act in contravention of section 151(2); ( b ) fails to comply with — (i) any written notice issued under section 151(1) or 152(1) or (3); or (ii) any condition imposed under section 149(3) or (4); or ( c ) in purported compliance with a written notice issued under section 152(1) or (3), knowingly or recklessly provides any information or document that is false or misleading in a material particular, shall be guilty of an offence. (2) A person convicted of an offence under subsection (1) shall be liable on conviction — ( a ) in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, 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. (3) Where a person is charged with an offence in respect of a contravention of section 149(1), it is a defence for the person to prove that — ( a ) the person was not aware that the person had contravened section 149(1), as the case may be; ( b ) within 14 days after becoming aware of the contravention, the person notified the Authority of the contravention; and ( c ) within such reasonable time as may be determined by the Authority, the person took such action in relation to the person’s shareholding or control of the voting power in the licensee as the Authority may direct. (4) Where a person is charged with an offence in respect of a contravention of section 149(1), it is also a defence for the person to prove that, even though the person was aware of the contravention — ( a ) the contravention occurred as a result of an increase in the shareholding as described in section 136(2)( a ) of, or in the voting power controlled by, any of the person’s associates described in section 136(2)( c )(i); ( b ) the person had no agreement or arrangement (whether oral or in writing and whether express or implied) with that associate — (i) with respect to the acquisition, holding or disposal of shares or other interests in the licensee; or (ii) under which the person and that associate act together in exercising their voting power in relation to the licensee; ( c ) within 14 days after the date of the contravention, the person notified the Authority of the contravention; and ( d ) within such reasonable time as may be determined by the Authority, the person took such action in relation to the person’s shareholding or control of the voting power in the licensee as the Authority may direct. (5) Except as provided in subsections (3) and (4), it is not a defence for a person charged with an offence in respect of a contravention of section 149(1) to prove that the person did not intend to, or did not knowingly, contravene that provision.


document_id: fsma-2022
provision_ref: s154
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 154
title: Appeals to Minister
content:
154. Any person that is aggrieved by a decision of the Authority under section 149, 150 or 151 may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final. Subdivision (4) &#x2014; Control of officers of licensees


document_id: fsma-2022
provision_ref: s155
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 155
title: Approval of chief executive officer, director, partner or manager of licensee
content:
155. —(1) Subject to subsections (4) and (5) — ( a ) an individual may not be appointed as a chief executive officer or as a director of a licensee that is a corporation; ( b ) an individual may not be appointed as manager, or become a partner, of a licensee that is a limited liability partnership; and ( c ) an individual may not become a partner in a licensee that is a partnership, without the approval of the Authority upon an application made by the licensee concerned. (2) An application under subsection (1) must be made in the form and manner prescribed. (3) Without affecting any other matter that the Authority may consider relevant, the Authority may — ( a ) in determining whether to grant its approval under paragraph ( b ), have regard to such criteria as the Authority may specify by written notice to the licensee; and ( b ) approve or refuse the application. (4) Where a licensee that is a corporation has obtained the approval of the Authority under subsection (3)( b ) to appoint an individual as the licensee’s chief executive officer or director, the individual may, without the approval of the Authority, be re‑appointed as chief executive officer or director (as the case may be) of the licensee immediately upon the expiry of the individual’s term of appointment. (5) Where a licensee that is a limited liability partnership has obtained the approval of the Authority under subsection (3)( b ) to appoint an individual as the licensee’s manager, the individual may, without the approval of the Authority, be re‑appointed as manager of the licensee immediately upon the expiry of the individual’s term of appointment. (6) Subject to subsection (7), the Authority must not refuse a licensee’s application under subsection (1) without giving the licensee an opportunity to be heard. (7) The Authority may refuse an application under subsection (1) for the Authority’s approval under subsection (3)( b ) of an individual without giving the licensee an opportunity to be heard, in any of the following circumstances: ( a ) the individual has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph: (i) an offence involving fraud or dishonesty; (ii) an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; (iii) an offence that is specified in the Third Schedule to the Registration of Criminals Act 1949; ( b ) the individual is an undischarged bankrupt, whether in Singapore or elsewhere; ( c ) the individual has had an enforcement order against the individual in respect of a judgment debt returned unsatisfied in whole or in part; ( d ) the individual has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; ( e ) the individual has in force against the individual a prohibition order; ( f ) the individual has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere — (i) that 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 by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory. (8) Where the Authority refuses an application under subsection (1) for the Authority’s approval under subsection (3)( b ), the Authority need not give the individual who was proposed to be appointed an opportunity to be heard. (9) A licensee that, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. (10) In this section — “prohibition order” means — ( a ) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)( b ) and (2) to (7) of this Act; ( b ) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)( b ) and (2) to (7) of this Act, and as continued by section 217(2) of this Act; ( c ) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act; ( d ) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act, and as continued by section 218(2) of this Act; ( e ) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)( a ), ( c ) and ( d ), (4) to (14), (17) and (18) of this Act; ( f ) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)( a ), ( c ) and ( d ), (4) to (14), (17) and (18) of this Act, and as continued by section 220(3) of this Act; or ( g ) a prohibition order made under section 7(1) of this Act.


document_id: fsma-2022
provision_ref: s156
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 156
title: Removal of chief executive officer, director, partner or manager
content:
156. —(1) Despite the provisions of any other written law, where the Authority is satisfied that an individual who is a chief executive officer, director, partner or manager of a licensee is not a fit and proper person under the Guidelines on Fit and Proper Criteria to act as such chief executive officer, director, partner or manager, the Authority may, by written notice, direct the licensee to remove the individual, within such period as the Authority may specify in the notice — ( a ) from employment with the licensee; ( b ) as chief executive officer or director of the licensee; or ( c ) as partner or manager of the licensee. (2) For the purposes of subsection (1), the Authority may (without affecting the generality of that provision) be satisfied that an individual who is a chief executive officer, director, partner or manager of a licensee is not a fit and proper person under the Guidelines on Fit and Proper Criteria to act as such if the individual fails to discharge such duties relating to the individual’s office or employment as chief executive officer, director, partner or manager (as the case may be) as may be prescribed. (3) Without affecting any other matter that the Authority may consider relevant, in assessing whether to direct the licensee to remove an individual under subsection (1), the Authority may consider whether the individual — ( a ) has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph: (i) an offence involving fraud or dishonesty; (ii) an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; (iii) an offence 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 the individual 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 the individual’s creditors, being a compromise or scheme of arrangement that is still in operation; ( e ) has in force against the individual a prohibition order; ( f ) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere — (i) that 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 by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory; ( g ) has wilfully contravened, or wilfully caused the licensee to contravene, any provision of this Act; ( h ) has, without reasonable excuse, failed to secure the compliance of the licensee with this Act, the Monetary Authority of Singapore Act 1970 or any of the other written laws set out in the Schedule to the Monetary Authority of Singapore Act 1970; ( i ) has failed to discharge any of the duties of the individual’s office or employment; or ( j ) needs to be removed in the public interest. (4) Without prejudice to any other matter that the Authority may consider relevant, the Authority must, in determining whether an individual has failed to discharge the duties of the individual’s office or employment for the purposes of subsection (3)( i ), have regard to such criteria as may be prescribed. (5) Subject to subsection (6), before directing a licensee to remove an individual under subsection (1), the Authority must give both the licensee and the individual an opportunity to be heard. (6) The Authority may direct a licensee to remove an individual under subsection (1) on any of the following grounds without giving the licensee or the individual an opportunity to be heard: ( a ) the individual is an undischarged bankrupt, whether in Singapore or elsewhere; ( b ) the individual has been convicted, whether in Singapore or elsewhere, of an offence, whether committed before, on or after the date of commencement of this paragraph — (i) involving fraud or dishonesty, or the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of at least 3 months. (7) Without affecting the Authority’s power to impose conditions under section 138(2)( a ) or (4), the Authority may at any time, by written notice to a licensee, impose or vary a condition requiring the licensee to notify the Authority of any change to any particulars (such as residence in Singapore or elsewhere, or nature of appointment) of its chief executive officer, director, partner or manager that may be specified in the notice. (8) A licensee that, without reasonable excuse — ( a ) fails to comply with a written notice under subsection (1); or ( b ) contravenes any condition imposed under subsection (7), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. (9) No civil or criminal liability is incurred by a licensee, or any person acting on behalf of the licensee, in respect of anything done (including any notification made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the licensee under this section. (10) In this section, “prohibition order” means — ( a ) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)( b ) and (2) to (7) of this Act; ( b ) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)( b ) and (2) to (7) of this Act, and as continued by section 217(2) of this Act; ( c ) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act; ( d ) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act, and as continued by section 218(2) of this Act; ( e ) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)( a ), ( c ) and ( d ), (4) to (14), (17) and (18) of this Act; ( f ) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)( a ), ( c ) and ( d ), (4) to (14), (17) and (18) of this Act, and as continued by section 220(3) of this Act; or ( g ) a prohibition order made under section 7(1) of this Act.


document_id: fsma-2022
provision_ref: s157
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 157
title: Appeals to Minister
content:
157. —(1) A licensee that is aggrieved by a decision of the Authority under section 155(3)( b ) may, within 30 days after receiving the decision of the Authority, appeal in writing to the Minister, whose decision is final. (2) A licensee, or any chief executive officer, director, partner or manager of that licensee, that is aggrieved by a written notice of the Authority under section 156(1) may, within 30 days after receiving the notice, appeal in writing to the Minister, whose decision is final. Subdivision (5) &#x2014; Audit of licensees


document_id: fsma-2022
provision_ref: s158
chapter: PART 9 - DIGITAL TOKEN SERVICE PROVIDERS
section: 158
title: Auditing
content:
158. —(1) Despite the provisions of the Companies Act 1967, a licensee — ( a ) must, on an annual basis and at its own expense, appoint an auditor; and ( b ) if for any reason its auditor ceases to be its auditor, must appoint another auditor as soon as practicable after such cessation. (2) The Authority may appoint an auditor for a licensee — ( a ) if the licensee fails to appoint an auditor; or ( b ) if the Authority considers it desirable that another auditor should act with the auditor appointed under subsection (1). (3) The Authority may at any time fix the remuneration to be paid by a licensee to an auditor appointed by the Authority under subsection (2) for the licensee. (4) The duties of an auditor appointed under subsection (1) or (2) are as follows: ( a ) to carry out an audit of the transactions in relation to the digital token services provided by the licensee, in particular, in respect of the licensee’s observance of the provisions of this Act and any of the requirements imposed under any other written law administered by the Authority; ( b ) to submit a report of such audit to the Authority in such form as may be prescribed and within such time as the Authority may allow. (5) The Authority may, by written notice to an auditor, impose all or any of the following duties on the auditor in addition to those provided under subsection (4), and the auditor must carry out the duties so imposed: ( a ) a duty to submit such additional information in relation to the audit as the Authority considers necessary; ( b ) a duty to enlarge or extend the scope of the audit of the licensee’s business and affairs; ( c ) a duty to carry out any other examination, or establish any procedure, in relation to the audit in any particular case; ( d ) a duty to submit a report on any of the matters mentioned in paragraphs ( b ) and ( c ). (6) The licensee must remunerate the auditor in respect of — ( a ) any remuneration the Authority has fixed under subsection (3); and ( b ) the discharge of all or any of the additional duties of the auditor imposed under subsection (5). (7) Despite any other provision of this Part or the provisions of the Companies Act 1967, the Authority may, if the Authority is not satisfied with the performance of any duty by the auditor of a licensee, at any time direct the licensee to — ( a ) remove the auditor; and ( b ) appoint another auditor. (8) A copy of any report under subsection (5)( d ) must be submitted in writing to the Authority. (9) If an auditor, in the course of performing the auditor’s duties, is satisfied that any of the following matters has occurred, the auditor must immediately report that matter to the Authority: ( a ) there has been a serious breach or non‑observance of the provisions of this Act or any of the requirements imposed under any other written law administered by the Authority; ( b ) a criminal offence involving fraud or dishonesty has been committed; ( c ) in the case of a licensee that is a corporation, losses have been incurred that reduce the capital of the licensee by at least 50%; ( d ) there is any irregularity that has or may have a material effect on the accounts of the licensee, including any irregularity that had caused a major disruption to the provision of any type of digital token service to the customers of the licensee; ( e ) the auditor is unable to confirm that the claims of creditors of the licensee are still covered by the assets of the licensee. (10) Where an auditor or employee of the auditor discloses in good faith to the Authority — ( a ) the auditor’s or employee’s knowledge or suspicion of any of the matters mentioned in subsection (9); or ( b ) any information or other matter on which that knowledge or suspicion is based, the disclosure is not a breach of any restriction upon the disclosure imposed by any law, contract or rules of professional conduct, and the auditor or employee is not liable for any loss arising out of the disclosure or any act or omission in consequence of the disclosure. (11) A licensee 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. (12) An auditor that contravenes subsection (5) or (9) 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. (13) In this section — “capital”, in relation to a corporation, means the sum of — ( a ) all of the following items in the latest accounts of the corporation: (i) paid up ordinary share capital; (ii) paid up irredeemable and non‑cumulative preference share capital; and ( b ) any unappropriated profit or loss in the latest audited accounts of the corporation, less — ( c ) any interim loss in the latest accounts of the corporation; and ( d ) any dividend that has been declared since the latest audited accounts of the corporation; “irredeemable and non-cumulative preference share capital”, in relation to the capital of a corporation, means share capital consisting of preference shares that satisfy all of the following requirements: ( a ) the principal of each share of the corporation is perpetual; ( b ) the shares of the corporation are not callable at the initiative of the corporation or the shareholders, and the principal of the shares cannot be repaid outside of liquidation of the corporation, except in the case of a repurchase or other manner of reduction of share capital that is initiated by the corporation and permitted under written law; ( c ) the corporation has full discretion to cancel dividend payments, and — (i) the cancellation of dividend payments is not an event of default of the corporation under any agreement; (ii) the corporation has full access to cancelled dividend payments to meet its obligations as they fall due; and (iii) the cancellation of dividend payments does not result in any restriction being imposed on the corporation under any agreement, except in relation to dividend payments to ordinary shareholders of the corporation.


