Securities and Futures (Approved Holding Companies) Regulations 2005

No. S 365

Securities and Futures Act

(Chapter 289)

Securities and Futures (Approved Holding Companies) Regulations 2005

In exercise of the powers conferred by sections 81V(2), 81X, 81ZA(1), 81ZB(1), 81ZD(2)(a), 81ZF(4) and (5), 81ZJ(2), 81ZK and 341 of the Securities and Futures Act, the Monetary Authority of Singapore hereby makes the following Regulations:

PART I

PRELIMINARY

Citation and commencement

1.  These Regulations may be cited as the Securities and Futures (Approved Holding Companies) Regulations 2005 and shall come into operation on 1st July 2005.

Definitions

2.  In these Regulations —

“accounting standards” means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007;

“annual report” means the audited profit and loss accounts, audited balance‑sheet and auditors’ report, by whatever name called, of an approved holding company;

“associate”, in relation to an entity (called in this definition the first entity), means —

(a) any entity in which the first entity controls the composition of the board of directors or such corresponding officers as may be prescribed;

(b) any entity in which the first entity controls more than half of the voting power or such measure corresponding to voting power as may be prescribed;

(c) any entity in which the first entity holds more than half of the total number of issued shares or such corresponding interest as may be prescribed;

(d) a subsidiary of any other entity which is an associate by reason of paragraph (a), (b) or (c);

(e) any entity (called in this paragraph the second entity) in which —

(i) the first entity; or

(ii) any entity which is an associate by reason of paragraph (a), (b), (c) or (d),

has, or the entities in sub‑paragraphs (i) and (ii) together have, an interest in shares entitling the beneficial owners of those interests the right to cast (whether by proxy or in person) not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of the second entity, or such corresponding interest as may be prescribed; or

(f) any entity (not being one which is an associate by reason of paragraph (a), (b), (c), (d) or (e)) the policies of which —

(i) the first entity; or

(ii) any entity which is an associate by reason of paragraph (a), (b), (c), (d) or (e),

is, or the entities in sub‑paragraphs (i) and (ii) together are, able to control or influence materially;

“Guidelines on Fit and Proper Criteria” means the document by that title issued by the Authority and published on its website, as revised from time to time.

[S 65/2025 wef 24/01/2025]

Forms

3.—(1)  The forms to be used for the purposes of Part IIIA of the Act and these Regulations are those set out at the Authority’s Internet website at http://www.mas.gov.sg (under “Legislation and Notices”, “Securities and Futures”), and any reference in these Regulations to a numbered form shall be construed as a reference to the current version of the form bearing the corresponding number which is displayed at that website.

(2)  Any document required to be lodged with the Authority under any provision of Part IIIA of the Act or these Regulations shall be lodged in the relevant form and in the manner specified in the website referred to in paragraph (1), or in such other manner as the Authority may specify from time to time.

(3)  All forms used for the purposes of Part IIIA of the Act and these Regulations shall be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.

(4)  The Authority may refuse to accept any form if —

(a) it is not completed in accordance with this regulation; or

(b) it is not accompanied by the relevant fee referred to in regulation 4.

(5)  Where strict compliance with any form is not possible, the Authority may allow for the necessary modifications to be made to that form, or for the requirements of that form to be complied with in such other manner as the Authority thinks fit.

Fees

4.—(1)  The fees specified in the Schedule shall be payable to the Authority for the purposes specified therein, and subject to section 81X(2), shall not be refundable.

(2)  Payment of fees may be made through such electronic funds transfer system as the Authority may designate from time to time, whereby payment may be effected by directing the transfer of funds electronically from the bank account of the payer to a bank account designated by the Authority.

Keeping of books and other information

5.  Every approved holding company shall ensure that all relevant books and other information as may be required by the Authority for the purposes of the Act are kept for a minimum of 5 years.

[S 59/2007 wef 01/03/2007]

Made this 8th day of June 2005.

HENG SWEE KEAT

Managing Director,
Monetary Authority of Singapore.

[SFD-MCH 028/2001 Pt. 1 Vol. 4; AG/LEG/SL/289/2005/7 Vol. 1]