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Contents  

Long Title

Part I PRELIMINARY

Part II CONDUCT OF INSURANCE BUSINESS

General restriction on insurers

Registration and authorisation of insurers

Deposits, registers of policies and insurance funds

Miscellaneous requirements as to conduct of business

Part IIA FOREIGN INSURER SCHEMES

Part IIB INSURANCE INTERMEDIARIES

General

Conduct of Insurance Broking Business

Part III RETURNS, INSPECTIONS AND INVESTIGATIONS

Returns

Inspections and Investigations

Part IIIA ASSISTANCE TO FOREIGN REGULATORY AUTHORITIES

Part IIIAA TRANSFER OF BUSINESS AND SHARES, RESTRUCTURING OF REGISTERED INSURER AND WINDING UP

Division 1 — Voluntary scheme for transfer of business

Division 2 — Compulsory transfer of business

Division 3 — Compulsory transfer of shares

Division 4 — Power to restructure capital

Division 5 — Winding up

Division 6 — Miscellaneous

Part IIIB APPEALS

Part IIIC NOMINATION OF BENEFICIARIES

Part IV MISCELLANEOUS AND GENERAL

Administration and enforcement

Miscellaneous amendments of law

Supplementary

FIRST SCHEDULE Definition of Insurance Terms

SECOND SCHEDULE Specified Provisions

Legislative History

Comparative Table

 
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On 24/10/2017, you requested the version in force on 12/05/2012 incorporating all amendments published on or before 12/05/2012. The closest version currently available is that of 01/05/2011.
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PART IIIAA
TRANSFER OF BUSINESS AND SHARES, RESTRUCTURING OF REGISTERED INSURER AND WINDING UP
Division 1 — Voluntary scheme for transfer of business
Interpretation of this Division
49FA.  In this Division —
“transferee” means a registered insurer, a company or a co-operative society registered under the Co-operative Societies Act (Cap. 62) which has applied or will be applying for a registration to carry on the relevant class or classes of business, 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 registered insurer, the whole or part of the business of which is or is to be, or is proposed to be, transferred under this Division.
[16/2011 wef 01/05/2011]
Voluntary scheme for transfer of business
49FB.
—(1)  The whole or part of the insurance business of a transferor may only be transferred to a transferee in respect of the class or classes of business to be transferred if —
(a)
the transfer is effected by a scheme under this section; and
(b)
the transferor has obtained the approval of the Authority for such a transfer.
[16/2011 wef 01/05/2011]
(2)  Any approval granted by the Authority under this section for the transfer of the whole or part of the insurance business of a registered insurer may be subject to such conditions as the Authority may determine.
[16/2011 wef 01/05/2011]
(3)  The Authority may at any time, add to, vary or revoke any conditions imposed under subsection (2).
[16/2011 wef 01/05/2011]
(4)  Subject to subsection (6), subsection (1) shall not apply to the transfer of the whole or part of any insurance business of —
(a)
a company established or incorporated outside Singapore, except in so far as it relates to Singapore policies or offshore policies;
(b)
a registered insurer where it relates to the reinsurance business of that insurer; or
(c)
a captive insurer.
[16/2011 wef 01/05/2011]
(5)  For the avoidance of doubt, subsection (4)(b) shall not affect, in relation to the transfer of the whole or any part of any insurance business of a registered direct insurer under subsection (1), the reinsurance of liabilities under such transferred insurance business.
[16/2011 wef 01/05/2011]
(6)  A registered insurer which falls within subsection (4)(b) or (c) may apply to the Authority in writing for consent to transfer the whole or part of its insurance business to another registered insurer, by a scheme under this section, in which event Division 1 of this Part shall apply to the registered insurer.
[16/2011 wef 01/05/2011]
(7)  Any registered insurer, not being a company established or incorporated outside Singapore, shall by virtue of this section have power to make such a transfer by a scheme under this section, and the directors shall have authority on behalf of the insurer to arrange for and do all things necessary to give effect to such a transfer.
[16/2011 wef 01/05/2011]
(8)  Subsection (7) shall apply notwithstanding the absence of the power or authority mentioned in that subsection under the constitution of the registered insurer or any limitation imposed by its constitution on its powers or on the authority of its directors.
[16/2011 wef 01/05/2011]
(9)  A scheme under this section may provide for the business in question to be transferred to a body not registered as an insurer under this Act in respect of the relevant class of business (including a body not yet in existence), if the scheme is so framed as to operate only in the event of the body becoming so registered.
[16/2011 wef 01/05/2011]
(10)  A scheme under this section for the transfer of any insurance business by a transferor may extend to the transfer with it of any other business, not being insurance business, where the other business is carried on by the transferor as ancillary only to the insurance business transferred.
[16/2011 wef 01/05/2011]
(11)  A scheme under this section may include provision for matters incidental to the transfer thereby effected, and provision for giving effect to that transfer and, in particular —
(a)
for any property, rights or liabilities of the transferor (including assets comprised in a deposit under this Act or in an insurance fund) to vest, by virtue of the scheme and without further or other assurance, in the transferee; and
(b)
for the registration by the transferee of policies transferred, for the amounts to be included in respect of those policies in the transferee’s insurance fund and for other matters arising under this Act out of the transfer.
[16/2011 wef 01/05/2011]
(12)  A scheme under this section shall be of no effect unless confirmed by the High Court, but may be prepared and submitted for confirmation to the High Court by any of the insurers concerned.
[16/2011 wef 01/05/2011]
(13)  If so confirmed, the scheme shall have effect according to its tenor notwithstanding anything in the preceding sections of this Act and be binding on any person thereby affected.
[16/2011 wef 01/05/2011]
Confirmation of schemes
49FC.
—(1)  Before an application is made to the High Court for confirmation of a scheme under section 49FB —
(a)
a copy of the scheme shall be lodged with the Authority together with copies of the actuarial and other reports, if any, upon which the scheme is founded after the transferor has obtained the approval of the Authority pursuant to section 49FB(1);
(b)
not earlier than one month after the copy is so lodged, notice of the intention to make the application (containing such particulars as are prescribed) shall be published in the Gazette and in not less than 2 newspapers approved by the Authority; and
(c)
for a period of 15 days after the publication of the notice, a copy of the scheme shall be kept at each office in Singapore of the transferor and shall be opened to inspection by all members and policy owners of the transferor who are affected by the scheme.
[16/2011 wef 01/05/2011]
(2)  The Authority may cause a report on the scheme to be made by an actuary independent of the parties to the scheme and, if it does so, shall cause a copy of the report to be sent to each of the transferor and transferee.
[16/2011 wef 01/05/2011]
(3)  Copies of the scheme and any such report as is mentioned in subsection (1)(a) or (2), or summaries approved by the Authority of the scheme and any such report, shall, except in so far as the High Court upon application made in that behalf otherwise directs, be transmitted by the transferor and transferee, at least 15 days before application is made for confirmation of the scheme, to every policy owner affected by the scheme.
[16/2011 wef 01/05/2011]
(4)  An application to the High Court with respect to any matter connected with the scheme may, at any time before confirmation by the Court, be made by the Authority or by any person who, in the opinion of the Court, is likely to be affected by the scheme.
[16/2011 wef 01/05/2011]
(5)  The High Court may confirm the scheme without modification or subject to modifications agreed to by the transferor and transferee, or may refuse to confirm the scheme.
[16/2011 wef 01/05/2011]
(6)  The transferor and transferee shall be jointly and severally liable to reimburse to the Authority any expenses incurred by the Authority under this section in connection with any scheme or proposed scheme (subject to any order of the High Court as to costs).
[16/2011 wef 01/05/2011]
(7)  The scheme or proposed scheme referred to in subsection (6) shall include provision as to how that liability is, as between the transferor and transferee, to be borne.
[16/2011 wef 01/05/2011]
Documents to be filed when scheme confirmed
49FD.
—(1)  Where, by a scheme under section 49FB, the insurance business of a transferor is transferred to a transferee, the transferee shall, within one month after the scheme takes effect, lodge with the Authority —
(a)
statements of the assets and liabilities of each of the transferor and transferee as at the time immediately before the transfer, signed on behalf of the transferor or transferee, as the case may be, and in the case of the transferor, indicating whether the transfer is of the whole of the transferor’s business and, if not, the extent to which the transferor’s assets and liabilities relate to the business transferred;
(b)
a copy of the scheme as confirmed by the High Court, and a certified copy of the order of the Court confirming the scheme;
(c)
copies of any actuarial or other reports upon which the scheme was founded (being reports made since a copy of the scheme was lodged under section 49FC(1));
(d)
a statement from an auditor of the transferee who satisfies the conditions mentioned in section 36(6)(a) and (b) certifying that the assets and liabilities of the transferor relating to the business transferred have been assumed and accounted for in the books of the transferee; and
(e)
a statutory declaration made by the chairman of the board of directors of the transferee, or by its principal officer in Singapore, fully setting forth every payment made or to be made to any person on account of the transfer, and stating that, to the best of his belief, no other payment beyond those so set forth has been, or is to be, made on account thereof by or with the knowledge of any insurer concerned; and in this paragraph, references to the making of a payment include references to the transfer of property or rights of any description.
[16/2011 wef 01/05/2011]
(2)  On the confirmation of a scheme under section 49FC, each of the transferor and transferee shall (unless it is an unincorporated company) file a copy of the scheme with the Registrar of Companies or, in the case of societies registered under the Co-operative Societies Act (Cap. 62), with the Registrar of Co-operative Societies.
[16/2011 wef 01/05/2011]
Division 2 — Compulsory transfer of business
Interpretation of this Division
49FE.  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 49FG(1);
“debenture” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“determination” means a determination of the Authority under section 49FF(1);
“property” includes property, right and power of every description;
“specified business” means that part of the business of a transferor which is specified or identified in a certificate;
“transferee” means a registered insurer, a company or a co-operative society registered under the Co-operative Societies Act (Cap. 62) which has applied for or will be applying for a registration to carry on the relevant class or classes of business to be transferred in Singapore, as the case may be, 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 registered insurer, the whole or part of the business of which is, or is to be, or is proposed to be, transferred under this Division.
[16/2011 wef 01/05/2011]
Compulsory transfer of business
49FF.
—(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 (including its non-insurance business) shall be transferred to a transferee which is registered to carry on the relevant class or classes of insurance business to be transferred in Singapore if —
(a)
any ground exists under section 41(1) for the Authority to exercise any power under section 41(2) in relation to the transferor, whether or not the Authority has exercised the power;
(b)
the board of directors of the transferee has consented to the transfer;
(c)
the Authority is satisfied that the transfer is appropriate, having regard to —
(i)
the interests of the policy owners of the transferor given priority and the order of priority of each class of policy owners under section 49FR;
(ii)
the interests of the policy owners of the transferee given priority and the order of priority of each class of policy owners under section 49FR;
(iii)
the stability of the financial system in Singapore;
(iv)
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
(v)
any other matter that the Authority considers relevant; and
(d)
the transfer involves the whole or part of the insurance business of the transferor.
[16/2011 wef 01/05/2011]
(2)  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 after the proposed transfer.
[16/2011 wef 01/05/2011]
(3)  Where the transferor is a registered insurer incorporated or established outside Singapore, any determination shall only be in respect of the transferor’s business (or any part thereof) which is reflected in the books of the transferor in Singapore in relation to the transferor’s operations in Singapore and the reference to policy owners in subsection (1)(c)(i) shall be construed accordingly.
[16/2011 wef 01/05/2011]
(4)  The Authority may, before making a determination, appoint one or more persons to perform an independent assessment of the proposed transfer of the business (or any part thereof) of the transferor for the purpose of providing a report on the transfer to the Authority, including an assessment —
(a)
as to the compensation, if any, that should be paid by the transferee; and
(b)
as to whether guaranteed policy moneys in relation to any policy should be adjusted after the proposed transfer.
[16/2011 wef 01/05/2011]
(5)  The remuneration and expenses of a person appointed under subsection (4) shall be borne by the transferor.
[16/2011 wef 01/05/2011]
(6)  The Authority shall serve a copy of any report furnished under subsection (4) on the transferor and the transferee.
[16/2011 wef 01/05/2011]
(7)  A determination may provide for the transfer of the business (or any part thereof) of the transferor to a transferee who is not registered to carry on the relevant class or classes of insurance business in Singapore on terms that the transfer is to take effect only in the event of the transferee becoming so registered.
[16/2011 wef 01/05/2011]
(8)  Upon making a determination, the Authority shall submit the determination to the Minister for his approval.
[16/2011 wef 01/05/2011]
(9)  Before approving the determination, the Minister shall, unless he 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 his intention to approve the determination, specifying such particulars as the Minister considers appropriate; and
(b)
cause to be given to the transferor notice in writing of his 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.
[16/2011 wef 01/05/2011]
(10)  In determining the period within which written representations have to be made under subsection (9), the Minister shall take into account the need for the transfer to be effected expeditiously in the interest of the stability of the financial system in Singapore.
[16/2011 wef 01/05/2011]
(11)  Upon receipt of any written representation, the Minister shall consider the representation for the purpose of deciding whether to approve the determination.
[16/2011 wef 01/05/2011]
(12)  Where the transferor is a registered insurer established or incorporated in Singapore, the Minister shall not approve the determination unless he is satisfied that it is in the public interest to do so.
[16/2011 wef 01/05/2011]
(13)  The Minister may —
(a)
approve the determination without modification;
(b)
approve the determination subject to any modification he considers appropriate if the transferee, or where the transferee is a corporation, its board of directors of the transferee has agreed to the modification; or
(c)
refuse to approve the determination.
[16/2011 wef 01/05/2011]
(14)  An approval under subsection (13) shall be subject to such conditions as the Minister may determine and the Minister may add to, vary or revoke any such conditions.
[16/2011 wef 01/05/2011]
(15)  The transferor or transferee, as the case may be, shall comply with the conditions referred to in subsection (14).
[16/2011 wef 01/05/2011]
(16)  A determination, the approval of a determination under this section or the issue of a certificate shall not preclude the exercise of any other power by the Authority or the Minister under this Act.
[16/2011 wef 01/05/2011]
Certificate of transfer
49FG.
—(1)  If the Minister approves a determination, he shall, as soon as practicable, issue a certificate of transfer which shall come into effect on the date specified by the Minister in the certificate.
[16/2011 wef 01/05/2011]
(2)  The certificate shall specify such information as may be prescribed.
[16/2011 wef 01/05/2011]
(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)
whether guaranteed policy moneys in relation to any policy should be adjusted after the proposed transfer;
(c)
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;
(d)
any property which is held by the transferor as trustee;
(e)
any future or contingent right or liability of the transferor;
(f)
the coming into effect of the transfer of any specified business on a date other than the date on which the certificate comes into effect;
(g)
the compensation, if any, to be paid by the transferee to the transferor and the period within which the compensation is to be paid;
(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.
[16/2011 wef 01/05/2011]
(4)  The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.
[16/2011 wef 01/05/2011]
(5)  The Authority shall cause the certificate and any addition, variation or revocation referred to in subsection (4) to be served on the transferor and the transferee and published in the Gazette and in such newspaper or newspapers as the Minister may determine, on or before the date on which the certificate comes into effect.
[16/2011 wef 01/05/2011]
(6)  Subject to subsection (7), unless otherwise specified in the certificate, the transfer of the business (or any part thereof) of the transferor under the certificate shall take effect on the date on which the certificate comes into effect.
[16/2011 wef 01/05/2011]
(7)  Where the transferee is not registered to carry on insurance business or the relevant class of business in Singapore, the transfer of the business (or any part thereof) of the transferor shall not come into effect unless the transferee becomes so registered.
[16/2011 wef 01/05/2011]
(8)  Notwithstanding any written law or rule or law, upon the date on which the transfer of the business (or any part thereof) of the transferor comes into effect under the certificate —
(a)
subject to subsection (10), the business (or any part thereof) shall be transferred to and vest in the transferee without other or further assurance, act or deed and the certificate shall have effect according to its tenor and be binding on any person thereby affected;
(b)
all deeds, bonds, agreements and other arrangements subsisting immediately before that date which relate to the business (or any part thereof), and to which the transferor is a party shall, taking into account the adjustments as may be specified in the certificate to be made to guaranteed policy moneys payable under such agreements or arrangements, continue in full force and effect, and shall be enforceable by or against the transferee, as from that date as if the transferee had been named therein or had been a party thereto 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 thereof) may be continued and shall be enforced by or against the transferee as from that date.
[16/2011 wef 01/05/2011]
(9)  For the avoidance of doubt —
(a)
the business (or any part thereof) of the transferor shall be transferred to and vest in the transferee in accordance with subsection (8) notwithstanding any incapacity of the transferor; and
(b)
where guaranteed policy moneys under a policy has been adjusted (hereafter referred to as adjusted guaranteed policy moneys), the policy owner or claimant shall continue to have recourse against the transferor for the difference between the original guaranteed policy moneys and the adjusted guaranteed policy moneys.
[16/2011 wef 01/05/2011]
(10)  The certificate shall 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.
[16/2011 wef 01/05/2011]
(11)  Section 259 of the Companies Act (Cap. 50) shall not apply to the transfer of any property under the certificate.
[16/2011 wef 01/05/2011]
(12)  If any specified business is governed by the law of any foreign country or territory, the certificate may require the transferor, if the transferee so requires, to 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.
[16/2011 wef 01/05/2011]
(13)  The transferee and the transferor shall each lodge, within 7 days after being served with the certificate —
(a)
a copy of the certificate with the Registrar of Companies or, in the case of societies registered under the Co-operative Societies Act (Cap. 62), with the Registrar of Co-operative Societies; and
(b)
where the certificate relates to land in Singapore, an office copy of the certificate with the appropriate authority concerned for the registration or recording of dealings in that land.
[16/2011 wef 01/05/2011]
(14)  A transferor or a transferee which 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 $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
(15)  A transferor which fails to comply with subsection (12) 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 thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
(16)  A transferor or a transferee which fails to comply with subsection (13) 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.
[16/2011 wef 01/05/2011]
Moratorium, avoidance of disposition of property, etc.
49FH.
—(1)  Notwithstanding section 41E and subject to section 49FQ, no resolution shall be passed, and no order shall be made, for the winding up of a transferor during the period —
(a)
beginning on —
(i)
the date on which the Minister publishes the notice under section 49FF(9) in the Gazette on the transfer of the business (or any part thereof) 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 49FG(5) in the Gazette on the transfer of the business (or any part thereof) 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 date on which the transfer of every specified business has come into effect.
[16/2011 wef 01/05/2011]
(2)  Notwithstanding section 41E and subject to section 49FU, during the period beginning with the date on which the Minister publishes the notice under section 49FF(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 49FG(5) in the Gazette on the transfer of the specified business and ending with the date on which the transfer of the specified business comes into effect —
(a)
no proceedings shall be commenced or continued against the transferor in respect of the specified business;
(b)
no execution, distress or other legal process shall be commenced, levied or continued against the specified business;
(c)
no steps shall be taken to enforce any security over the specified business or 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 shall be void, except for any payment of claims to policy owners or claimants (other than policy owners who are related corporations of the transferor).
[16/2011 wef 01/05/2011]
Division 3 — Compulsory transfer of shares
Interpretation of this Division
49FI.
—(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 49FK(1);
“determination” means a determination of the Authority under section 49FJ(1);
“effective controller” means a person who has effective control as defined in section 27(4)(a);
“property” includes property, right and power of every description;
“transferee” means a person to whom a transferor’s shares are, or are to be, or are proposed to be, transferred under this Division;
“transferor” means a shareholder of a registered insurer incorporated in Singapore, whose shares in the registered insurer are, or are to be, or are proposed to be, transferred under this Division.
[16/2011 wef 01/05/2011]
(2)  This Division shall not apply to a registered insurer which is a co-operative society registered under the Co-operative Societies Act (Cap. 62).
[16/2011 wef 01/05/2011]
Compulsory transfer of shares
49FJ.
—(1)  The Authority may make a determination that all or any of the shares held by a transferor in a registered insurer incorporated in Singapore shall be transferred to a transferee if —
(a)
any ground exists under section 41(1) for the Authority to exercise any power under section 41(2) in relation to the registered insurer, whether or not the Authority has exercised the power;
(b)
the transferee or, where the transferee is a corporation, its board of directors has consented to the transfer; and
(c)
the Authority is satisfied that the transfer is appropriate, having regard to —
(i)
the interests of the policy owners of the registered insurer given priority and the order of priority of each class of its policy owners under section 49FR;
(ii)
where the transferee is a registered insurer in Singapore, the interests of the policy owners of the transferee given priority and the order of priority of each class of its policy owners under section 49FR;
(iii)
the stability of the financial system in Singapore;
(iv)
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
(v)
any other matter that the Authority considers relevant.
[16/2011 wef 01/05/2011]
(2)  The Authority may, before making a determination, appoint one or more persons to perform an independent assessment of the proposed transfer of shares, including the compensation, if any, that should be paid by the transferee, and furnish a report on the transfer.
[16/2011 wef 01/05/2011]
(3)  The remuneration and expenses of a person appointed under subsection (2) shall be borne by the registered insurer.
[16/2011 wef 01/05/2011]
(4)  The Authority shall serve a copy of any report furnished under subsection (2) on the transferor and the transferee.
[16/2011 wef 01/05/2011]
(5)  Upon making a determination, the Authority shall submit the determination to the Minister for his approval.
[16/2011 wef 01/05/2011]
(6)  Before approving the determination, the Minister shall, unless he decides that it is not practicable or desirable to do so, cause to be given to the transferor notice of his intention to approve the determination by publication in the Gazette and in such newspaper or newspapers as the Minister may determine, specifying such particulars as the Minister considers appropriate and the date by which the transferor may make written representations to the Minister.
[16/2011 wef 01/05/2011]
(7)  In determining the period within which written representations have to be made under subsection (6), the Minister shall take into account the need for the transfer to be effected expeditiously in the interest of the stability of the financial system in Singapore.
[16/2011 wef 01/05/2011]
(8)  Upon receipt of any written representation, the Minister shall consider the representation for the purpose of deciding whether to approve the determination.
[16/2011 wef 01/05/2011]
(9)  Where the determination, if approved, will result in the transferee becoming a substantial shareholder or an effective controller of the registered insurer, the Minister shall not approve the determination unless —
(a)
the Authority is satisfied that —
(i)
the transferee is a fit and proper person; and
(ii)
having regard to the likely influence of the transferee, the registered insurer will or will continue to conduct its business prudently and comply with the provisions of this Act; and
(b)
the Minister is satisfied that it is in the public interest to do so.
[16/2011 wef 01/05/2011]
(10)  The Minister may —
(a)
approve the determination without modification;
(b)
approve the determination subject to any modification he considers appropriate if the transferee or, where the transferee is a corporation, its board of directors has agreed to the modification; or
(c)
refuse to approve the determination.
[16/2011 wef 01/05/2011]
(11)  Any approval under subsection (10) shall be subject to such conditions as the Minister may determine and the Minister may add to, vary or revoke any such conditions.
[16/2011 wef 01/05/2011]
(12)  The transferor or transferee, as the case may be, shall comply with the conditions referred to in subsection (11).
[16/2011 wef 01/05/2011]
(13)  A determination, the approval of a determination under this section or the issue of a certificate shall not preclude the exercise of any power by the Authority or the Minister under this Act.
[16/2011 wef 01/05/2011]
Certificate of transfer
49FK.
—(1)  If the Minister approves a determination, he shall, as soon as practicable, issue a certificate of transfer which shall come into effect on the date specified by the Minister in the certificate.
[16/2011 wef 01/05/2011]
(2)  The certificate shall specify such information as may be prescribed.
[16/2011 wef 01/05/2011]
(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;
(b)
any share which is held by the transferor as trustee;
(c)
the compensation, if any, to be paid by the transferee to the transferor and the period within which the compensation 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.
[16/2011 wef 01/05/2011]
(4)  The Minister may at any time before the certificate comes into effect add to, vary or revoke any matter specified in the certificate.
[16/2011 wef 01/05/2011]
(5)  The Authority shall cause the certificate and any addition, variation or revocation referred to in subsection (4), to be served on the registered insurer and published in the Gazette and in such newspaper or newspapers as the Minister may determine, on or before the date on which the certificate comes into effect.
[16/2011 wef 01/05/2011]
(6)  Notwithstanding any written law or rule of law, upon the certificate coming into effect, any share of the transferor that is to be transferred under the certificate shall be transferred to and vest in the transferee, free from any claim or encumbrance, without other or further assurance, act or deed; and the certificate shall have effect according to its tenor and be binding on any person thereby affected.
[16/2011 wef 01/05/2011]
(7)  For the avoidance of doubt, the shares of the transferor shall be transferred to and vest in the transferee in accordance with subsection (6) notwithstanding the death or dissolution, or the bankruptcy or winding up, or the mental or other incapacity, of the transferor.
[16/2011 wef 01/05/2011]
(8)  Section 259 of the Companies Act (Cap. 50) shall not apply to the transfer of any share under the certificate.
[16/2011 wef 01/05/2011]
(9)  Where the transfer of shares under the certificate results in the transferee becoming a substantial shareholder or an effective controller of the registered insurer, the transferee shall, upon the coming into effect of the certificate —
(a)
be deemed to have obtained the approval of the Minister under section 27, 28 or 29, as the case may be, in respect of the shares; and
(b)
not be required to make a take-over offer or be required to acquire the shares of the other shareholders of the registered insurer notwithstanding the provisions of the Companies Act (Cap. 50) or the Take-over Code.
[16/2011 wef 01/05/2011]
(10)  A transferor or a transferee who contravenes 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 $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 thereof during which the offence continues after conviction; and
(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 thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
(11)  Where a person is charged with an offence under subsection (10), it shall be a defence for the person to prove that —
(a)
he was not aware he had contravened any provision in the certificate; and
(b)
he has complied with the provision within a reasonable time after becoming aware of the contravention.
[16/2011 wef 01/05/2011]
(12)  Except as provided in subsection (11), it shall not be a defence for a person charged with an offence under subsection (10) that he did not intend to or did not knowingly contravene any provision in the certificate.
[16/2011 wef 01/05/2011]
(13)  Notwithstanding section 41E and subject to section 49FU, during the period beginning with the date on which the Minister publishes the notice under section 49FJ(6) in the Gazette on the transfer of any share in a registered insurer 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 with the date on which the transfer of the share comes into effect —
(a)
no execution or other legal process shall be commenced or continued against the share;
(b)
no steps shall be taken to enforce any security over the share;
(c)
any sale, transfer, assignment or other disposition of the share shall be void;
(d)
no voting rights shall be exercisable in respect of the share unless the Minister expressly permits such rights to be exercised;
(e)
no shares in the registered insurer shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the share unless the Minister expressly permits such issue or offer;
(f)
no payment shall be made by the registered insurer of any amount (whether by dividends or otherwise) in respect of the share unless the Minister expressly authorises such payment;
(g)
no resolution shall be passed, and no order shall be made, for the winding up of the registered insurer;
(h)
no proceedings shall be commenced or continued against the registered insurer in respect of any business of the registered insurer;
(i)
no execution, distress or other legal process shall be commenced, levied or continued against any property of the registered insurer;
(j)
no steps shall be taken to enforce any security over any property of the registered insurer; and
(k)
any sale, transfer, assignment or other disposition of any property of the registered insurer shall be void except for any payment of claims to policy owners or claimants (other than policy owners who are related corporations of the registered insurer).
[16/2011 wef 01/05/2011]
Division 4 — Power to restructure capital
Interpretation of this Division
49FL.  In this Division, unless the context otherwise requires —
“business” includes affairs, property, right, obligation and liability;
“certificate” means a certificate of restructuring issued by the Minister under section 49FN(1);
“determination” means a determination of the Authority under section 49FM(1) or (2);
“effective controller” means a person who has effective control as defined in section 27(4)(a);
“property” includes property, right and power of every description;
“subscriber” means any person to whom shares in a registered insurer incorporated in Singapore are, or are to be, or are proposed to be, issued under this Division.
[16/2011 wef 01/05/2011]
Compulsory restructure of capital
49FM.
—(1)  If any ground exists under section 41(1) for the Authority to exercise any power under section 41(2) in relation to a registered insurer incorporated or established in Singapore, whether or not the Authority has exercised the power, and the Authority is of the opinion that —
(a)
the liability on any of the shares of the registered insurer in respect of share capital not paid up ought to be extinguished or reduced; or
(b)
any paid-up share capital of the registered insurer is lost or unrepresented by the available assets of the registered insurer,
the Authority may make a determination that the share capital of the registered insurer shall be reduced by the cancellation of the whole or any part of its share capital not paid up, or of its paid-up share capital which is lost or unrepresented by its available assets.
[16/2011 wef 01/05/2011]
(2)  The Authority may, in writing, make a determination that shares shall be issued by a registered insurer incorporated in Singapore to a subscriber if —
(a)
any ground exists under section 41(1) for the Authority to exercise any power under section 41(2) in relation to the registered insurer, whether or not the Authority has exercised the power;
(b)
the subscriber or, where the subscriber is a corporation, its board of directors has consented to subscribe for the shares; and
(c)
the Authority is satisfied that the issue of shares is appropriate, having regard to —
(i)
the interests of the policy owners of the registered insurer given priority and the order of priority of each class of its policy owners under section 49FR;
(ii)
where the subscriber is a registered insurer in Singapore, the interests of policy owners of the subscriber given priority and the order of priority of each class of its policy owners under section 49FR;
(iii)
the stability of the financial system in Singapore; and
(iv)
any other matter that the Authority considers relevant.
[16/2011 wef 01/05/2011]
(3)  The Authority may, before making a determination, appoint one or more persons to perform an independent assessment of the value of the assets of the registered insurer and, in the case of a determination under subsection (2), the consideration, if any, that should be paid by the subscriber, and furnish a report on the restructuring.
[16/2011 wef 01/05/2011]
(4)  The remuneration and expenses of a person appointed under subsection (3) shall be borne by the registered insurer.
[16/2011 wef 01/05/2011]
(5)  The Authority shall serve a copy of any report furnished under subsection (3) on the registered insurer and, where the report is in relation to a determination to be made under subsection (2), on the subscriber.
[16/2011 wef 01/05/2011]
(6)  Upon making a determination, the Authority shall submit the determination to the Minister for his approval.
[16/2011 wef 01/05/2011]
(7)  Before approving the determination, the Minister shall, unless he decides that it is not practicable or desirable to do so —
(a)
publish in the Gazette and in such newspaper or newspapers as may be determined by the Minister a notice of his intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which any shareholder of the registered insurer may make written representations to the Minister; and
(b)
cause to be given to the registered insurer notice in writing of his intention to approve the determination, specifying such particulars as the Minister considers appropriate and the date by which the registered insurer may make written representations to the Minister.
[16/2011 wef 01/05/2011]
(8)  In determining the period within which written representations have to be made under subsection (7), the Minister shall take into account the need for the restructuring to be effected expeditiously in the interest of the stability of the financial system in Singapore.
[16/2011 wef 01/05/2011]
(9)  Upon receipt of any written representation, the Minister shall consider the representation for the purpose of deciding whether to approve the determination.
[16/2011 wef 01/05/2011]
(10)  Where the determination under subsection (2), if approved, will result in the subscriber becoming a substantial shareholder or an effective controller of the registered insurer, the Minister shall not approve the determination unless —
(a)
the Authority is satisfied that —
(i)
the subscriber is a fit and proper person; and
(ii)
having regard to the likely influence of the subscriber, the registered insurer will or will continue to conduct its business prudently and comply with the provisions of this Act; and
(b)
the Minister is satisfied that it is in the public interest to do so.
[16/2011 wef 01/05/2011]
(11)  The Minister may —
(a)
approve the determination without modification;
(b)
approve the determination subject to any modification he considers appropriate if the subscriber or, where the subscriber is a corporation, its board of directors has agreed to the modification; or
(c)
refuse to approve the determination.
[16/2011 wef 01/05/2011]
(12)  Any approval under subsection (11) shall be subject to such conditions as the Minister may determine and the Minister may add to, vary or revoke any such conditions.
[16/2011 wef 01/05/2011]
(13)  The registered insurer or subscriber, as the case may be, shall comply with the conditions referred to in subsection (12).
[16/2011 wef 01/05/2011]
(14)  A determination, the approval of a determination under this section or the issue of a certificate shall not preclude the Authority or the Minister from exercising any power under this Act.
[16/2011 wef 01/05/2011]
Certificate of restructuring
49FN.
—(1)  If the Minister approves a determination, he shall, as soon as practicable, issue a certificate of restructuring which shall come into effect on the date specified by the Minister in the certificate.
[16/2011 wef 01/05/2011]
(2)  The certificate shall specify such information as may be prescribed.
[16/2011 wef 01/05/2011]
(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 registered insurer not paid up;
(b)
the cancellation of the whole or any part of the paid-up share capital of the registered insurer lost or unrepresented by the available assets of the registered insurer;
(c)
the shares to be issued by the registered insurer to the subscriber, the compensation, if any, to be paid by the subscriber for the shares and the period within which the compensation is to be paid;
(d)
such incidental, consequential and supplementary matters as are, in the Minister’s opinion, necessary to secure that the restructuring is fully effective, including conditions relating to the restructuring.
[16/2011 wef 01/05/2011]
(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)  The Authority shall cause the certificate and any addition, variation or revocation referred to in subsection (4) to be served on the registered insurer and published in the Gazette and in such newspaper or newspapers as the Minister may determine, on or before the date on which the certificate comes into effect.
(6)  Notwithstanding any written law or rule of law (including anything in the memorandum or articles of association of the registered insurer) —
(a)
where the certificate provides for a reduction of the share capital of the registered insurer, upon the certificate coming into effect, the reduction of the share capital shall take effect and the certificate shall have effect according to its tenor without other or further act by the registered insurer and be binding on any person thereby affected; and
(b)
where the certificate provides for the issue of shares by the registered insurer, the registered insurer shall issue the shares in accordance with the certificate and the certificate shall have effect according to its tenor and be binding on any person thereby affected.
[16/2011 wef 01/05/2011]
(7)  Where the issue of shares under the certificate results in the subscriber becoming a substantial shareholder or an effective controller of the registered insurer, the subscriber shall, upon the coming into effect of the certificate —
(a)
be deemed to have obtained the approval of the Authority under section 27, 28 or 29, as the case may be, in respect of the shares; and
(b)
not be required to make a take-over offer or be required to acquire the shares of the other shareholders of the registered insurer notwithstanding the provisions of the Companies Act (Cap. 50) or the Take-over Code.
[16/2011 wef 01/05/2011]
(8)  The registered insurer shall lodge a copy of the certificate with the Registrar of Companies within 7 days after being served with the certificate.
[16/2011 wef 01/05/2011]
(9)  A registered insurer or a subscriber which contravenes 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 $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 thereof during which the offence continues after conviction; and
(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 thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
(10)  Where a subscriber is charged with an offence under subsection (9), it shall be a defence for the subscriber to prove that —
(a)
he was not aware he had contravened any provision in the certificate; and
(b)
he has complied with the provision within a reasonable time after becoming aware of the contravention.
[16/2011 wef 01/05/2011]
(11)  Except as provided in subsection (10), it shall not be a defence for a subscriber charged with an offence under subsection (9) that he did not intend to or did not knowingly contravene any provision in the certificate.
[16/2011 wef 01/05/2011]
(12)  Any registered insurer which fails to comply with subsection (8) and every officer of the registered insurer who fails to take all reasonable steps to secure compliance by the registered insurer 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.
[16/2011 wef 01/05/2011]
(13)  Notwithstanding section 41E and subject to section 49FU, during the period beginning with the date on which the Minister publishes the notice under section 49FM(7) in the Gazette on the restructuring of the share capital of a registered person 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 with the date on which the certificate comes into effect —
(a)
no resolution shall be passed, and no order shall be made, for the winding up of the registered insurer;
(b)
no proceedings shall be commenced or continued against the registered insurer in respect of any business of the registered insurer;
(c)
no execution, distress or other legal process shall be commenced, levied or continued against any property of the registered insurer;
(d)
no steps shall be taken to enforce any security over any property of the registered insurer; and
(e)
any sale, transfer, assignment or other disposition of any property of the registered insurer shall be void, except for any payment of claims to policy owners or claimants (other than policy owners who are related corporations of the registered insurer).
[16/2011 wef 01/05/2011]
Division 5 — Winding up
General provisions as to winding up
49FO.
—(1)  On an application of the Authority, the Court may, in addition to the grounds specified in section 254(1) of the Companies Act (Cap. 50), order under that Act the winding up of a company incorporated in Singapore which is carrying on or has carried on insurance or insurance broking business in Singapore if —
(a)
the Authority has exercised any power under section 41(2) in relation to the company; or
(b)
the company has contravened any of the provisions of this Act.
[16/2011 wef 01/05/2011]
(2)  On an application of the Authority, the Court may, in addition to the grounds specified in section 351(1) of the Companies Act, order under that Act the winding up of an unregistered company which is carrying on or has carried on insurance or insurance broking business in Singapore if —
(a)
the Authority has exercised any power under section 41(2) in relation to the company;
(b)
the company has been registered under this Act or under any written law repealed by this Act, and that registration has been revoked or has expired and has not been renewed; or
(c)
the company is carrying on or has carried on insurance or insurance broking business in Singapore in contravention of any provision of this Act.
[16/2011 wef 01/05/2011]
(3)  Notwithstanding sections 254(2) and 351(2) of the Companies Act (Cap. 50), on an application of the Authority for the winding up, on the ground specified in section 254(1)(e) or 351(1)(c)(ii) of the Companies Act, of a company which is carrying on or has carried on insurance or insurance broking business 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 shall be evidence that the company is unable to pay its debts unless the Court, in its discretion, calls for further evidence on this issue.
[16/2011 wef 01/05/2011]
(4)  Notwithstanding any written law or rule of law —
(a)
no person shall be appointed as a liquidator under the Companies Act of a company which is carrying on or has carried on insurance business in Singapore, without the prior written approval of the Authority; and
(b)
in the case of a foreign company which is a registered insurer which is carrying on or has carried on insurance business in Singapore, a liquidator appointed for its liquidation or dissolution at its place of incorporation or origin shall not have the powers and functions of a liquidator for Singapore unless the liquidator has been approved by the Authority, and the exercise of any power or function by the liquidator in contravention of this paragraph shall be invalid and of no effect.
[16/2011 wef 01/05/2011]
(5)  For the avoidance of doubt, subsection (4)(a) shall not affect the operation of section 263(a), (d), (da) or (e) of the Companies Act (Cap. 50).
[16/2011 wef 01/05/2011]
(6)  Any approval of the Authority under subsection (4)(b) shall be subject to such conditions as the Authority may determine and the Authority may add to, vary or revoke any such conditions.
[16/2011 wef 01/05/2011]
(7)  The registered insurer or the liquidator, as the case may be, referred to in subsection (4)(b) shall comply with the conditions referred to in subsection (6).
[16/2011 wef 01/05/2011]
(8)  Notwithstanding any written law or rule of law, a liquidator appointed in respect of a registered insurer carrying on insurance business in Singapore shall, when winding up the registered insurer —
(a)
endeavour, as far as reasonably practicable, to sell or transfer the whole or part of the insurance business of the registered insurer to any other insurer registered to carry on the relevant class or classes of business;
(b)
continue to carry on the insurance business of the registered insurer until the whole insurance business is transferred to another insurer registered to carry on the relevant class or classes of business, unless directed by the Court; and
(c)
have all necessary powers to carry out the functions set out in paragraphs (a) and (b).
[16/2011 wef 01/05/2011]
(9)  The Authority may at any time appoint one or more actuaries to perform an independent assessment of, and furnish a report on, the proposed transfer of the insurance business of a company by a liquidator pursuant to subsection (8).
[16/2011 wef 01/05/2011]
(10)  The remuneration and expenses of any actuary appointed under subsection (9) shall be paid by the registered insurer.
[16/2011 wef 01/05/2011]
(11)  The Authority shall serve a copy of any report furnished under subsection (9) on the liquidator.
[16/2011 wef 01/05/2011]
(12)  Notwithstanding any written law or rule of law, where a company which is carrying on or has carried on insurance or insurance broking business in Singapore is being wound up, the Authority shall, subject to such modifications as may be necessary, have the same powers and rights as a creditor of the company under the Companies Act (Cap. 50) including the right to appear and be heard before a Court in any proceedings in the winding up.
[16/2011 wef 01/05/2011]
(13)  Without prejudice to subsection (12) and notwithstanding any written law or rule of law, where a company which is carrying on or has carried on insurance or insurance broking business in Singapore is being wound up, its liquidator (whether appointed under the Companies Act or, in the case of a foreign company, appointed at its place of incorporation or origin) shall give the Authority such information as the Authority may from time to time require about the affairs of the company or the winding up.
[16/2011 wef 01/05/2011]
(14)  Any liquidator who —
(a)
without reasonable excuse, fails to comply with subsection (7) or (13); or
(b)
in purported compliance with subsection (13), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 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 thereof during which the offence continues after conviction.
[16/2011 wef 01/05/2011]
(15)  The Authority shall be a party to any proceedings under the Companies Act relating to the winding up of the affairs of an insurer or insurance broker registered under this Act, and the liquidator in such a winding up shall give the Authority such information as it may from time to time require about the affairs of the insurer or insurance broker, as the case may be.
[16/2011 wef 01/05/2011]
(16)  For the purposes of any proceedings under the Companies Act for the winding up of the affairs of such an insurer by the Court, the contingent and prospective liabilities of the insurer in respect of policies shall, in determining whether it is unable to pay its debts, be estimated in accordance with such rules as may be prescribed.
[16/2011 wef 01/05/2011]
(17)  If the Authority submits to the Rules Committee, established under any written law relating to the courts, proposals for making special provision under section 410 of the Companies Act in relation to insurers registered under this Act or any description of such insurers, the Rules Committee may by rules made under that section give effect to the proposals, either as submitted or subject to such modifications as the Rules Committee may think fit.
[16/2011 wef 01/05/2011]
(18)  Proposals under subsection (17), and rules made by virtue thereof, may provide for modifying or excluding, in relation to insurers so registered, provisions of Part X of the Companies Act (Cap. 50) requiring the holding of meetings or otherwise relating to the procedure in a winding up.
[16/2011 wef 01/05/2011]
(19)  In the winding up of the affairs of a registered insurer, section 327(2) of the Companies Act (which applies bankruptcy rules in the winding up of insolvent companies), shall not apply to the valuation of liabilities in respect of policies; but in any such winding up, whether the insurer is insolvent or not, those liabilities shall be estimated in accordance with the rules prescribed under subsection (16) and, as regards matters not fixed by the rules, on a basis approved by the Court.
[16/2011 wef 01/05/2011]
(20)  In a members’ voluntary winding up, the basis to be adopted as regards matters not fixed by the rules may be approved by the Authority instead of by the Court.
[16/2011 wef 01/05/2011]
(21)  References in this section to a registered insurer shall extend also to a Singapore insurer which has ceased to be so registered but remains under any liability in respect of Singapore policies or offshore policies.
[16/2011 wef 01/05/2011]
(22)  In this section —
“Court” means the High Court or a Judge thereof;
“liquidator” includes a provisional liquidator;
“unregistered company” has the same meaning as in section 350 of the Companies Act.
[16/2011 wef 01/05/2011]
Special provision for insurers directed to cease insurance business
49FP.
—(1)  Where the Authority gives an insurer a direction under section 41(2)(a)(v) by reason of the insolvency of the fund maintained by the insurer under this Act for either class of insurance business, the affairs of the insurer may be wound up by the Court under the Companies Act as if it had suspended its business for a whole year or, in the case of a winding up under Division 5 of Part X of that Act, as if it had ceased to carry on business.
[16/2011 wef 01/05/2011]
(2)  Where the Authority gives an insurer a direction under section 41(2)(a)(v) but, on an application for the affairs of the insurer to be wound up by the Court, the Court is satisfied that the insurer will be able to pay its debts in full within 12 months or such longer period as the Court thinks reasonable, the Court may (if it thinks fit) order the affairs of the insurer to be wound up only as regards the insurance fund maintained for the class of insurance business to which the direction relates.
[16/2011 wef 01/05/2011]
(3)  An order made under subsection (2) for a limited winding up shall be of the same effect as an order for the affairs of the insurer to be wound up generally, except in so far as this section otherwise provides.
[16/2011 wef 01/05/2011]
(4)  Where such an order is made, the powers of the liquidator shall be exercisable only for the purpose of applying the assets of the relevant insurance fund in discharging the liabilities to which they are applicable, together with the costs, charges and expenses incurred in the winding up.
[16/2011 wef 01/05/2011]
(5)  The insurer shall, from time to time, as the Court may direct, make such additions to those assets as are required to secure that they are sufficient for the purpose or shall, if the Court so directs, discharge any of those liabilities out of other assets.
[16/2011 wef 01/05/2011]
(6)  In the winding up of the affairs of an insurer under such an order, the Companies Act (Cap. 50) shall have effect subject to the following modifications:
(a)
section 250 (or, as the case may be, section 352) of that Act and other sections so far as they relate to contributories shall not apply;
(b)
section 258 shall apply after, as it applies before, the making of the winding up order, and section 262(3) of that Act shall not apply; and
(c)
sections 259, 260, 319, 329, 330 and 332 to 335 of that Act shall not apply.
[16/2011 wef 01/05/2011]
(7)  Where such an order is made, the Court may, at any time, on the application of the liquidator or of any person who might apply for the affairs of the insurer to be wound up —
(a)
substitute an order for the affairs of the insurer to be wound up generally; and
(b)
give such directions as the Court thinks fit as to matters in progress under the previous order,
and, subject to any such directions, the winding up shall, for all purposes connected with the substituted order, be deemed to have commenced at the time of the application for that order.
[16/2011 wef 01/05/2011]
(8)  In this section, “Court” means the High Court or a Judge thereof.
[16/2011 wef 01/05/2011]
Co-operative societies doing insurance business
49FQ.
—(1)  Where a co-operative society registered under the Co-operative Societies Act (Cap. 62) is a registered insurer, no proceedings for the transfer of assets and liabilities, dissolution or winding up of the co-operative society shall be taken under sections 74, 75 and 83 to 89 of that Act.
[16/2011 wef 01/05/2011]
(2)  Notwithstanding section 101 of the Co-operative Societies Act, any co-operative society which is a registered insurer shall be deemed to be an unregistered company within the meaning of Division 5 of Part X of the Companies Act (Cap. 50) and may be wound up by the Court under the Companies Act (as modified by this section) and the applicable provisions of this Part.
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(3)  In any such winding up —
(a)
in applying the provisions of the Companies Act, any reference to the Registrar under the Companies Act shall be read as reference to the Registrar under the Co-operative Societies Act;
(b)
notwithstanding subsection (2), section 344 of the Companies Act shall be applicable and in applying this provision, any reference to the register under the Companies Act shall be read as a reference to the register of societies referred to in section 10A(1)(a) of the Co-operative Societies Act;
(c)
upon winding up of the society, the assets shall be applied first to the cost of liquidation, then to the discharge of the liabilities of the society (where the priority of claim set out in section 49FR shall apply to unsecured liabilities of the registered insurer), then to the payment of the share capital or subscription capital, and then, provided that the by-laws of the society permit, to the payment of a dividend or patronage refund at a rate not exceeding that laid down in the Co-operative Societies Rules 2009 (G.N. No. S 349/2009) or in the by-laws for any period during which no dividend or patronage refund was in fact paid; and
(d)
any moneys remaining after the application of the funds to the purposes specified in paragraph (c), shall be carried to the Co-operative Societies Liquidation Account kept by the Registrar and section 89(4) and (5) of the Co-operative Societies Act (Cap. 62) shall apply to deal with the moneys in the Co-operative Societies Liquidation Account.
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(4)  In this section, “Court” means the High Court or a Judge thereof.
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Priority of claims of policy owners and specified liabilities
49FR.
—(1)  Where a registered insurer becomes unable to meet its obligations or becomes insolvent, the assets of the registered insurer subject to section 17(11), shall be available to meet all liabilities in Singapore of the registered insurer specified in subsection (3), including liabilities which are properly attributable to the business to which an insurance fund relates.
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(2)  The liabilities in Singapore of the registered insurer specified in subsection (3) shall have priority over all unsecured liabilities of the insurer other than the preferential debts specified in section 328(1) of the Companies Act (Cap. 50).
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(3)  Notwithstanding the provisions of any written law or any rule of law relating to the winding up of companies, in the event of a winding up of a registered insurer, the following liabilities in Singapore of the registered insurer (which include liabilities which are properly attributable to the business to which an insurance fund relates) shall rank in the following order of priority:
(a)
firstly, any levy due and payable by the registered insurer under the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011;
(b)
secondly, protected liabilities incurred by the registered insurer, up to the amount paid or payable out of any of the PPF Funds by the PPF Agency under the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 in respect of such protected liabilities and, if applicable, the amount paid or payable out of any of the PPF Funds by the PPF Agency under the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 to fund any transfer or run-off of the business of the registered insurer;
(c)
thirdly, any liabilities incurred by the registered insurer in respect of direct policies which are not protected under the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011;
(d)
fourthly, any liabilities incurred by the registered insurer in respect of reinsurance policies.
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(4)  The liabilities in each class specified in subsection (3) shall —
(a)
rank in the order specified therein but as between liabilities of the same class shall rank equally between themselves; and
(b)
be paid in full unless the assets of the registered insurer are insufficient to meet them in which case they shall abate in equal proportions between themselves.
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(5)  In this section, “protected liabilities” has the same meaning as in the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011.
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Division 6 — Miscellaneous
Modification of law of insolvency
49FS.  Notwithstanding anything to the contrary contained in this Act, the Bankruptcy Act (Cap. 20) and the Companies Act (Cap. 50), any sale, transfer, assignment or other disposition of any property or business of the registered insurer pursuant to section 49FF, shall not be reversed, repaid or set aside and no order shall be made by any court for the rectification or stay of such sale, transfer, assignment or other disposition.
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Power to obtain information under this Part
49FT.
—(1)  The Minister or the Authority may require a person to furnish, within the period and in the manner specified by the Minister or the Authority, any information that the Minister or the Authority may reasonably require for the discharge of his or its duties or functions, or the exercise of his or its powers, under this Part.
(2)  Any 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 furnishes any information or document that is false or misleading in a material particular,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 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 thereof during which the offence continues after conviction.
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Cessation of moratorium, etc., under this Part
49FU.
—(1)  The Minister may, by order published in the Gazette, direct that section 49FH, 49FK(13) or 49FN(13), or any provision thereof, shall cease to apply to any registered insurer, any business (or any part thereof) of any registered insurer or any share in any registered insurer and on the date specified by the Minister in the order, the relevant section, or the provision thereof, shall cease to apply to the registered insurer, the business (or the part thereof) of the registered insurer or the share in the registered insurer, as the case may be.
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(2)  In this section, “business” includes affairs, property, right, obligation and liability.
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Recovery of fees, expenses, etc.
49FV.  There shall be recoverable as a civil debt due to the Authority from a registered insurer concerned, any remuneration and expenses payable by the registered insurer to —
(a)
a statutory manager appointed under section 41; and
(b)
any person appointed to perform any independent assessment under this Part.
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Regulations for this Part
49FW.  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.
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