PART 4 10.—(1) Except with the permission of the Authority, no person shall in Singapore issue any security or do any act which involves, is in association with or is preparatory to the issuing outside Singapore of any security which is registered or to be registered in Singapore, unless the following requirements are fulfilled:| (a) | neither the person to whom the security is to be issued nor the person, if any, for whom he is to be a nominee is resident outside the scheduled territories; | | (b) | the prescribed evidence is produced to the person issuing the security as to the residence of the person to whom it is to be issued and that of the person, if any, for whom he is to be a nominee. |
| (2) The subscription of the memorandum of association of a company to be formed under the Companies Act 1967 by a person resident outside the scheduled territories, or by a nominee for another person so resident, shall, unless he subscribes the memorandum with the permission of the Authority, be invalid insofar as it would on registration of the memorandum have the effect of making him a member of or shareholder in the company. |
| (3) Subsection (2) shall not render invalid the incorporation of the company referred to in that subsection. |
| (4) If by virtue of subsection (2) the number of the subscribers of the memorandum who on its registration become members of the company is less than the minimum number required to subscribe to the memorandum, the provisions of that Act relating to the carrying on of business of a company the number of whose members is reduced below the legal minimum shall apply to the company as if the number of its members had been so reduced. |
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| Transfer of securities and coupons |
11.—(1) Except with the permission of the Authority, a security registered in Singapore shall not be transferred, and a security not so registered shall not be transferred in Singapore, unless, in either case, the following requirements are fulfilled:| (a) | neither the transferor nor the person, if any, for whom he is a nominee is resident outside the scheduled territories; | | (b) | the transferor delivers to the transferee at or before the time of the transfer the prescribed declarations as to his residence and that of the person, if any, for whom he is a nominee; | | (c) | neither the transferee nor the person, if any, for whom he is to be a nominee is resident outside the scheduled territories; | | (d) | except where the security is registered in Singapore otherwise than in a subsidiary register, the Authority is satisfied that the requirements of paragraph (c) are fulfilled. |
(2) Notwithstanding subsection (1) —| (a) | neither the transferee nor his agent shall be deemed to have committed an offence by reason only that the requirements of subsection (1)(a) were not fulfilled unless the transferee or, as the case may be, his agent, knew or had reason to believe that those requirements were not fulfilled; and | | (b) | neither the transferor nor his agent shall be deemed to have committed an offence by reason only that any of the requirements of subsection (1)(c) and (d) have not been fulfilled unless, in the case of a non-fulfilment of the requirements of subsection (1)(c), the transferor or, as the case may be, his agent, knew or had reason to believe that those requirements were not fulfilled. |
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| (3) Except with the permission of the Authority, a security not registered in Singapore shall not be transferred outside Singapore if either the transferor or the transferee, or the person, if any, for whom the transferor or transferee is or is to be a nominee, is resident in Singapore. |
(4) Except with the permission of the Authority —| (a) | no coupon shall be transferred in Singapore if either the transferee or the person, if any, for whom he is to be a nominee is resident outside the scheduled territories; and | | (b) | no person shall in Singapore do any act which involves, is in association with or is preparatory to the transfer of any coupon outside Singapore if either the transferor or transferee, or the person, if any, for whom the transferor or transferee is or is to be a nominee, is resident in Singapore. |
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| Issue of bearer certificates and coupons |
12.—(1) Except with the permission of the Authority, no person shall in Singapore, issue any bearer certificate or coupon or so alter any document that it becomes a bearer certificate or coupon.| (2) No person resident in the scheduled territories shall in Singapore do any act which involves, is in association with or is preparatory to, such issue or alteration outside Singapore. |
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| Substitution of securities and certificates outside Singapore |
13. Except with the permission of the Authority —| (a) | no person in Singapore shall do any act with intent to secure —| (i) | that a security which is —| (A) | registered in Singapore; or | | (B) | transferable by means of a bearer certificate in Singapore, |
| becomes, or is replaced by, a security registered outside Singapore or a security transferable by means of a bearer certificate outside Singapore; or |
| | (ii) | that a certificate of title to any other security, is issued outside Singapore in substitution for or in addition to a certificate of title thereto which is in, or is or has been lost or destroyed in, Singapore; and |
| | (b) | no person resident in the scheduled territories shall in Singapore do any act which involves, is in association with or is preparatory to any such transaction outside Singapore as is referred to in paragraph (a)(i) or (ii). |
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| Payment of capital moneys outside Singapore |
14. Except with the permission of the Authority —| (a) | no person in Singapore shall do any act with intent to secure that capital moneys payable on a security registered in Singapore are paid outside Singapore, or that, where the certificate of title to a security is in Singapore, capital moneys payable on the security are paid outside Singapore without production of the certificate to the person making the payment; and | | (b) | no person resident in the scheduled territories shall in Singapore do any act which involves, is in association with or is preparatory to any such transaction outside Singapore as is referred to in paragraph (a). |
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| Duties of persons keeping registers |
15. Except with the permission of the Authority, no person concerned with the keeping of any register in Singapore shall —| (a) | enter in the register the name of any person in relation to any security unless there has been produced to him the prescribed evidence that the entry does not form part of a transaction which involves the doing of anything prohibited by this Act; | | (b) | enter in the register, in respect of any security, an address outside the scheduled territories, except for the purpose of any transaction for which the permission of the Authority has been granted with the knowledge that it involved the entry of that address; or | | (c) | do any act in relation to the register which recognises or gives effect to any act appearing to him to have been done with such intent as is mentioned in sections 13 and 14, whether done by a person in or resident in Singapore or not. |
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| Additional provisions as to nominee holdings |
16.—(1) Where —| (a) | the holder of a security is a nominee and the person for whom he is a nominee is resident outside the scheduled territories; or | | (b) | the holder of a security is not a nominee and is resident outside the scheduled territories, |
| then, except with the permission of the Authority, no person resident in Singapore shall do any act whereby the holder becomes his nominee in respect of the security. |
(2) Except with the permission of the Authority, a person resident in Singapore for whom the holder of a security is a nominee shall not do any act whereby —| (a) | the holder, being a person resident outside the scheduled territories, holds the security otherwise than as his nominee; or | | (b) | the holder, not being a person resident outside the scheduled territories, holds the security as nominee for a person resident outside the scheduled territories. |
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(3) Where the holder of a security is a nominee, then, except with the permission of the Authority, neither he, if he is resident in Singapore, nor any person resident in Singapore through whose agency the exercise of all or any of the holder’s rights in respect of the security are controlled, shall —| (a) | do any act whereby he recognises or gives effect to the substitution of another person as the person from whom he directly receives his instructions unless both the person previously instructing him and the person substituted for that person were, immediately before the substitution, resident in the scheduled territories and not elsewhere; or | | (b) | do any act whereby he ceases to be a person bound to give effect to the instructions of another person in relation to the security, unless the person who instructed him is resident in the scheduled territories and not elsewhere. |
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| (4) Where the holder of a security is not a nominee and is resident in Singapore, then, except with the permission of the Authority, he shall not do any act whereby he becomes the nominee of another person in respect of the security, unless that other person is resident in the scheduled territories and not elsewhere. |
| (5) No person resident in the scheduled territories shall in Singapore do any act which involves, is in association with or is preparatory to any such transaction outside Singapore as is referred to in this section. |
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| Deposit of certificates of title |
17.—(1) This section and section 18 shall apply to any security except —| (a) | a security which is registered in Singapore otherwise than in a subsidiary register, and on which none of the dividends or interest is payable on presentment of a coupon; and | | (b) | any such other securities as may be prescribed. |
| (2) It shall be the duty of every person by whom or to whose order (whether directly or indirectly) a certificate of title is held in Singapore, and of every person resident in Singapore by whom or to whose order (whether directly or indirectly) a certificate of title is held outside Singapore, to cause the certificate of title to be kept at all times, except with the permission of the Authority, in the custody of an authorised depositary. |
| (3) Nothing in this Part shall prohibit the doing of anything for the purpose of complying with the requirements of subsection (2). |
| (4) Except with the permission of the Authority, an authorised depositary shall not part with any certificate of title or coupon required under this section to be in the custody of an authorised depositary. |
(5) Subsection (4) shall not prohibit an authorised depositary —| (a) | from parting with a certificate of title or coupon to or to the order of another authorised depositary, where the person from whom the other authorised depositary is to receive instructions in relation thereto is to be the same as the person from whom he receives instructions; | | (b) | from parting with a certificate of title, for the purpose of obtaining payment of capital moneys payable on the security, to the person entrusted with payment thereof; or | | (c) | from parting with a coupon in the ordinary course for collection. |
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| (6) Except with the permission of the Authority, no capital moneys, interest or dividends shall be paid in Singapore on any security except to or to the order of an authorised depositary having the custody of the certificate of title to that security. |
| (7) Subsection (6) shall not be taken as restricting the manner in which any sums lawfully paid on account of the capital moneys, interest or dividends may be dealt with by the person receiving them. |
| (8) Except with the permission of the Authority, an authorised depositary shall not do any act whereby he recognises or gives effect to the substitution of one person for another as the person from whom he receives instructions in relation to a certificate of title or coupon, unless there is produced to him the prescribed evidence that he is not by so doing giving effect to any transaction which is prohibited by this Act. |
| (9) Where a certificate of title which under this section should, for the time being, be in the custody of an authorised depositary is not in the custody of an authorised depositary, then, except with the permission of the Authority, no person shall in Singapore buy, sell, transfer, or do anything which affects his rights or powers in relation to the security, or do any act which involves, is in association with or is preparatory to any such transaction outside Singapore. |
| (10) Except with the permission of the Authority, no person in Singapore shall, in the case of a certificate of title with coupons (whether attached or on separate coupon sheets), detach any of the coupons otherwise than in the ordinary course for collection. |
(11) In this section and section 18 —| “certificate of title” means a certificate of title to a security; |
| “coupon” means a coupon representing dividends or interest on a security; |
| “security” means a security to which those sections apply. |
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| Additional provisions as to deposited certificates |
18.—(1) Where a certificate of title to a security is by section 17 required to be and is in the custody of an authorised depositary, this section shall, except so far as the Authority otherwise directs, have effect in relation thereto until —| (a) | there are delivered to him the prescribed declarations as to the ownership of the security and the residence of the owners thereof; and | | (b) | in the case of a certificate of title which —| (i) | would ordinarily be accompanied by coupons (whether attached or on separate coupon sheets); but | | (ii) | when it comes into the custody of the authorised depositary, wants, in order to render it complete, any coupons which would not in the ordinary course have been detached for collection, |
| there have also been deposited with him the coupons so wanting at the time when the certificate of title comes into his custody. |
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| (2) Where the declarations under subsection (1)(a) have been delivered to an authorised depositary and he has parted with the certificate of title, subsection (1)(a) shall not again apply on the certificate coming into the custody of another authorised depositary or again coming into his own custody. |
| (3) Except with the permission of the Authority, the authorised depositary shall not part with or destroy the certificate of title or any coupons belonging thereto, otherwise than as mentioned in section 17(5)(b) and (c) or do any act whereby he recognises or gives effect to the substitution of one person for another as the person from whom he receives instructions in relation thereto. |
| (4) Where the person from whom an authorised depositary receives instructions in relation to any certificate of title becomes bankrupt in Singapore or dies, subsection (3) shall not prohibit the authorised depositary from recognising the trustee in bankruptcy or personal representative as the person entitled to give instructions in relation to the certificate of title. |
| (5) The authorised depositary shall place any capital moneys, dividends or interest on the security received by him to the credit of the person by virtue of whose authority he received them, but shall not permit any part of the sums received to be dealt with except with the permission of the Authority. |
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| Special provisions as to dealings in certain securities |
19.—(1) The Authority may, if in its opinion there are circumstances rendering it necessary or expedient to do so, by order direct that this section shall apply to such securities as may be prescribed, being securities on which capital moneys, dividends or interest are payable in a specified currency or as respects which the holder has an option to require payment of any capital moneys, dividends or interest thereon in a specified currency.| (2) Except with the permission of the Authority, no person shall in Singapore transfer, or do anything which affects his rights or powers in relation to, any security to which this section applies. |
| (3) No person resident in the scheduled territories shall in Singapore do any act which involves, is in association with or is preparatory to any such transaction outside Singapore. |
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| Validation of certain transfers |
20.—(1) The title of any person to a security for which he has given value on a transfer thereof, and the title of all persons claiming through or under him, shall, notwithstanding that the transfer, or any previous transfer, or the issue of the security, was by reason of the residence of any person concerned other than the firstmentioned person prohibited by the provisions of this Act relating to the transfer or issue of securities, be valid unless the firstmentioned person had notice of the facts by reason of which it was prohibited.| (2) Without prejudice to subsection (1), the Authority may issue a certificate declaring, in relation to a security, that any acts done before the issue of the certificate purporting to effect the issue or transfer of the security, being acts which were prohibited by this Act, are to be, and are always to have been, as valid as if they had been done with the permission of the Authority, and the acts shall have effect accordingly. |
| (3) Nothing in this section shall affect the liability of any person to prosecution for any offence under this Act. |
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| Application of this Part to secondary securities |
21.—(1) This Part shall apply, with such modifications, if any, as may be prescribed, in relation to any such document as is mentioned in subsection (2), as if the document created, and were the certificate of title to, a security (referred to in this Act as a secondary security).(2) The documents referred to in subsection (1) are —| (a) | any letter of allotment which may be renounced; | | (b) | any letter of rights; | | (c) | any warrant conferring an option to acquire a security; | | (d) | any deposit certificate in respect of securities (but not including a receipt by an authorised depositary for any certificate of title deposited in pursuance of this Part); and | | (e) | such other documents conferring, or containing evidence of, rights as may be prescribed. |
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| Interpretation of this Part |
22.—(1) In this Part —| “register” includes any book, file or index in which securities are registered; |
| “registered” includes inscribed; |
| “registered in Singapore” and “registered outside Singapore” mean respectively registered in a register in, and registered in a register outside, Singapore; |
“security which is registered in Singapore otherwise than in a subsidiary register” means a security which either —| (a) | is registered in Singapore and is not and cannot without the necessity for an entry in the register in Singapore, become registered outside; or | | (b) | is registered both in Singapore and outside but on a transfer cannot, without the necessity for an entry in the register in Singapore, become registered outside in the name of the transferee. |
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| (2) For the purposes of any provision of this Part prohibiting the transfer of securities, a person shall be deemed to transfer a security if he executes any instrument of transfer thereof, whether effective or not, and shall be deemed to transfer it at the place where he executes the instrument. |
| (3) References in this Part to the person holding a certificate of title or coupon shall be construed as references to the person having physical custody of the certificate of title or coupon. |
| (4) Where the certificate of title or coupon referred to in subsection (3) is deposited with any person in a locked or sealed receptacle from which he is not entitled to remove it without the authority of some other person, that other person shall be deemed for the purposes of this Part to have the physical custody thereof. |
(5) In this Part, “holder” —| (a) | in relation to a security transferable by means of a bearer certificate or to a coupon, includes the person holding the certificate or coupon; and | | (b) | in relation to a security which is registered in the name of a deceased person, or of any person who, by reason of bankruptcy, mental disorder or any other disability, is incapable of transferring the security, means the personal representative, trustee in bankruptcy or other person entitled to transfer the security. [21/2008] |
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| (6) The holder of a security or coupon shall be deemed for the purposes of this Part to be a nominee in respect thereof if, as respects the exercise of any rights in respect thereof, he is not entitled to exercise those rights except in accordance with instructions given by some other person. |
| (7) References in this Part to the person for whom the holder of a security or coupon is a nominee shall be construed as references to the person who is entitled to give instructions, either directly or through the agency of one or more persons, as to the exercise of any rights in respect of the security or coupon and is not in so doing himself under a duty to comply with instructions given by some other person. |
| (8) A person shall not by reason only that he has a controlling interest in a body corporate be deemed for the purposes of subsection (6) to be entitled to give instructions to that body corporate as to the exercise of rights in respect of any security or coupon of which it is the holder. |
| (9) A person shall not be deemed to hold a security or coupon as a nominee by reason only that he holds it as trustee if he is entitled to transfer the security or coupon without permission from any other person. |
(10) A certificate of title shall not for the purposes of this Part be treated as in the custody of an authorised depositary if either —| (a) | the depositary has no notice of the nature of the certificate; or | | (b) | the certificate is deposited with him in a locked or sealed receptacle from which he is not entitled to remove it without the authority of some other person. |
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(11) Where a certificate of title outside Singapore is by this Part required to be kept in the custody of an authorised depositary, it shall be deemed to be in the custody of an authorised depositary if —| (a) | by his direction or with his assent it is in the custody of some other person who holds it on behalf of and to the order of the authorised depositary; and | | (b) | the certificate is not deposited with that other person in a locked or sealed receptacle from which he is not entitled to remove it without the authority of a person other than himself. |
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| (12) Where a certificate of title is by virtue of subsection (11) deemed to be in the custody of an authorised depositary, references in this Part to the depositary parting with the certificate or a coupon belonging thereto shall be construed as references to his permitting the person having the actual custody thereof to part with it otherwise than to the depositary, and references to his destroying the certificate or such a coupon shall be construed as references to his permitting it to be destroyed. |
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