Singapore Government
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Contents

Long Title

Part I PRELIMINARY

Part II APPOINTMENT OF ASSISTANTS

Part III LICENSING OF BANKS

Part IV RESERVE FUNDS, DIVIDENDS, BALANCE-SHEETS AND INFORMATION

Part V PROHIBITED BUSINESS

Part VI MINIMUM ASSET REQUIREMENTS

Part VII POWERS OF CONTROL OVER BANKS

Part VIIA VOLUNTARY TRANSFER OF BUSINESS

Division 1 — Voluntary transfer of business of bank

Division 2 — Repealed

Division 3 — Repealed

Division 4 — Repealed

Division 5 — Miscellaneous

Part VIII CREDIT CARD AND CHARGE CARD BUSINESSES

Part IX MISCELLANEOUS

FIRST SCHEDULE Banks

SECOND SCHEDULE Effect of Merger

THIRD SCHEDULE Disclosure of Information

FOURTH SCHEDULE Specified Provisions

FIFTH SCHEDULE Definitions in Sections 27, 28, 29 and 38

Legislative History

Comparative Table

Comparative Table

 
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On 26/07/2014, you requested the version in force on 26/07/2014 incorporating all amendments published on or before 26/07/2014. The closest version currently available is that of 02/01/2014.
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Division 1 — Voluntary transfer of business of bank
Interpretation of this Division
55A.  In this Division, unless the context otherwise requires —
“business” includes affairs, property, right, obligation and liability;
“Court” means the High Court or a Judge thereof;
“debenture” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“property” includes property, right and power of every description;
“transferee” means a bank in Singapore, or a company which has applied for or will be applying for a licence to carry on banking business in Singapore, to which the whole or part of a transferor’s business is, or is to be, or is proposed to be, transferred under this Division;
“transferor” means a bank in Singapore, the whole or part of the business of which is, or is to be, or is proposed to be, transferred under this Division.
[1/2007]
Voluntary transfer of business
55B.
—(1)  A transferor may transfer the whole or any part of its business (including its non-banking business) to a transferee which is licensed to carry on banking business in Singapore, if —
(a)
where the transferor is a bank incorporated in Singapore, the Minister has consented to the transfer or has certified that his consent is not required;
(b)
where the transferor is a bank 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 part of the banking business of the transferor; and
(d)
the Court has approved the transfer.
[1/2007]
(2)  Subsection (1) is without prejudice to the right of a bank to transfer the whole or any part of its business under any law.
[1/2007]
(3)  The Minister may consent to a transfer under subsection (1)(a) if —
(a)
the Authority is satisfied that —
(i)
the transferee is a fit and proper person; and
(ii)
the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act; and
(b)
the Minister is satisfied that it is in the national interest to do so.
[1/2007]
(4)  The Minister or the Authority may at any time appoint one or more persons to perform an independent assessment of, and furnish a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division, whether the transferor is a bank incorporated in or outside Singapore.
[1/2007]
(5)  The remuneration and expenses of any person appointed under subsection (4) shall be paid by the transferor and the transferee jointly and severally.
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(6)  The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
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Approval of transfer
55C.
—(1)  A transferor shall apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to a transferee under this Division.
[1/2007]
(2)  Before making the application —
(a)
the transferor shall lodge with the Authority a report setting out such details of the transfer and furnish such supporting documents as the Authority may specify;
(b)
where the transferor is a bank incorporated in Singapore, the transferor shall obtain the consent of the Minister or the certification of the Minister that his consent is not required;
(c)
the transferor and the transferee shall, if they intend to serve on their respective customers a summary of the transfer, obtain the approval of the Authority of the summary;
(d)
the transferor shall, at least 15 days before the application is made, publish in the Gazette and in such newspaper or newspapers as may be determined by the Authority a notice of its intention to make the application and containing such other particulars as may be prescribed, not earlier than one month after the report is lodged with the Authority under paragraph (a);
(e)
the transferor and the transferee shall keep at their respective offices in Singapore a copy of the report referred to in paragraph (a) for a period of 15 days after the publication of the notice in the Gazette under paragraph (d), for the purpose of inspection by any person who may be affected by the transfer; and
(f)
unless the Court directs otherwise, the transferor and the transferee shall serve on their respective customers affected by the transfer at least 15 days before the application is made, a copy of the report referred to in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).
[1/2007]
(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —
(a)
shall have the right to appear and be heard before the Court in any proceedings relating to the transfer; and
(b)
may make any application to the Court in relation to the transfer.
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(4)  Where the transferor is a bank incorporated in Singapore, the Court shall not approve the transfer if the Minister has not consented to the transfer and has not certified that his consent is not required.
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(5)  The Court may —
(a)
approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee after taking into consideration the views, if any, of the Minister and the Authority on the modification; or
(b)
refuse to approve the transfer.
[1/2007]
(6)  If the transferee is not licensed to carry on banking business in Singapore, the Court may approve the transfer on terms that it shall take effect only in the event of the transferee becoming so licensed.
[1/2007]
(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 its opinion, necessary to secure that the transfer is fully effective.
[1/2007]
(8)  An 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 such right or liability may arise.
[1/2007]
(9)  Subject to subsection (10), if an order is made under subsection (7), then by virtue of the order the business (or any part thereof) of the transferor specified in the order shall 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 is by virtue of the transfer to cease to have effect.
[1/2007]
(10)  No order under subsection (7) shall 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.
[1/2007]
(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.
[1/2007]
(12)  Where an order is made under this section, the transferor and the transferee shall each lodge within 7 days of the order —
(a)
a copy of the order with the Registrar 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.
[1/2007]
(13)  A transferor or a transferee which fails to comply with subsection (12) and every officer of the transferor or the transferee who fails to take all reasonable steps to secure compliance by the transferor or the transferee, as the case may be, with that subsection shall be guilty of an offence and shall 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 thereof during which the offence continues after conviction.
[1/2007]