On 26/05/2013,
you requested for the version in force on 26/05/2013
incorporating all amendments published on or before 26/05/2013.
The closest version currently available is that of 02/08/1991.
PART VI
MULTI-DISCIPLINE AND CORPORATE PRACTICE
20.
—(1) Subject to the provisions of this Act, the Board may grant a licence to any corporation to supply any professional engineering services in Singapore if —
(a)
the memorandum of association of the corporation provides that a primary object of the corporation is to supply such professional engineering services;
(b)
at least $1 million of its authorised capital is bona fide paid-up;
(c)
the articles of association of the corporation provide that no person other than a registered professional engineer or an allied professional shall be a director of the corporation;
(d)
not less than two-thirds, or such lower proportion as the Minister may specify in relation to any particular corporation, of each class of shares of the corporation shall be beneficially owned by and registered in the names of —
(i)
registered professional engineers; or
(ii)
registered professional engineers and allied professionals,
who are either directors, managers or employees of the corporation;
(e)
the business of the corporation, so far as it relates to such professional engineering work in Singapore, will be under the control and management of a director of the corporation who —
(i)
is a registered professional engineer ordinarily resident in Singapore;
(ii)
has in force a practising certificate authorising him to engage in such professional engineering work; and
(iii)
is a registered owner of at least one share of the corporation; and
(f)
the corporation is insured against professional liability in accordance with section 24 and the rules.
(2) Subject to the provisions of this Act, the Board may grant a licence to any unlimited corporation to supply any professional engineering services in Singapore if —
(a)
the requirements specified in subsection (1)(a) and (c) are complied with;
(b)
the articles of association of the corporation provide that any person who is neither a registered professional engineer nor an allied professional, or is a nominee of such a person, or is not a director, manager or employee of the corporation, shall not be registered as a member of that corporation; and
(c)
the business of the corporation, so far as it relates to professional engineering work, will be under the control and management of a director of the corporation who —
(i)
is a registered professional engineer ordinarily resident in Singapore;
(ii)
has in force a practising certificate authorising him to engage in such professional engineering work; and
(iii)
is a member, or a registered owner of at least one share, of the corporation.
(3) Subject to the provisions of this Act, the Board may grant to any partnership not consisting wholly of registered professional engineers a licence to supply any professional engineering services in Singapore if —
(a)
the partnership is one in which only registered professional engineers, each of whom shall have in force a practising certificate authorising the holder thereof to engage in professional engineering work to which those services relate, and allied professionals have a beneficial interest in the capital assets and profits of the partnership; and
(b)
the business of the partnership, so far as it relates to professional engineering work in Singapore, will be under the control and management of a partner who —
(i)
is a registered professional engineer ordinarily resident in Singapore; and
(ii)
has in force a practising certificate authorising the partner to engage in such professional engineering work.
(4) Subject to the provisions of this Act, the Board may grant to any corporation or partnership a licence to supply any professional engineering services in Singapore if the corporation or partnership has in force a licence granted under section 20 of the Architects Act 1991 or section 17 of the Land Surveyors Act 1991 and —
(a)
in the case of an unlimited corporation, the corporation complies with the requirements set out in subsections (1)(c) and (2)(b) and (c);
(b)
in the case of any other corporation, the corporation complies with the requirements set out in subsection (1)(b), (c), (d)(ii), (e) and (f); or
(c)
in the case of a partnership, the partnership complies with the requirements set out in subsection (3).
(5) Any application for a licence under this section shall be in such form and shall be made in such manner as may be prescribed.
(6) The Board may refuse to grant a licence under this section to any corporation (whether unlimited or not) or partnership if, in the opinion of the Board, the past conduct of any director, manager or employee of the corporation, or any partner, manager or employee of the partnership, affords reasonable grounds for believing that the corporation or partnership, as the case may be, will not supply professional engineering services in accordance with the written law and with honesty and integrity.
(7) Every licence granted under this section shall, unless earlier revoked, be valid for such period as may be specified therein.
(8) Any person whose application for a licence has been refused by the Board may, within 30 days after being notified of such refusal, appeal to the Minister whose decision shall be final.
21.
—(1) It shall be a condition of every licence granted to any corporation or partnership that the corporation or partnership shall supply professional engineering services in Singapore only under the control and management of a registered professional engineer ordinarily resident in Singapore who has in force a practising certificate authorising him to engage in professional engineering work to which those services relate and who is —
(a)
a director of the corporation and —
(i)
in the case of a corporation which has a share capital, a registered owner of at least one share of the corporation; or
(ii)
in the case of a corporation without any share capital, a member of the corporation; or
(b)
a partner of the partnership.
(2) It shall be a condition of every licence granted to any corporation (other than an unlimited corporation) that the corporation shall not supply professional engineering services in Singapore unless —
(a)
the corporation is insured in respect of professional liability in accordance with section 24 and the rules; and
(b)
not less than two-thirds, or such lower proportion as the Minister may specify in relation to the corporation under section 20(1)(d), of each class of shares of the corporation are beneficially owned by and registered in the names of registered professional engineers, or registered professional engineers and allied professionals, who are either directors, managers or employees of the corporation.
(3) Without prejudice to subsections (1) and (2), the Board may grant a licence subject to such other conditions as it thinks fit and may at any time vary any existing conditions (other than those specified in subsections (1) and (2)) of such a licence or impose additional conditions thereto.
(4) Where a licence is granted by the Board to a corporation or partnership subject to conditions (other than those specified in subsections (1) and (2)), the corporation or partnership may, if aggrieved by the decision of the Board, appeal in the prescribed manner to the Minister whose decision shall be final.
22.
—(1) Any licensed corporation shall, within 30 days of the occurrence of —
(a)
any alteration of its memorandum or articles of association to remove the restrictions, limitations or prohibitions of the kind specified in section 20(1), (2) or (4), whichever is applicable; or
(b)
any change in the composition of its board of directors, members or shareholders,
furnish the Board a true report in writing giving full particulars of the alteration or change.
(2) Any licensed partnership shall, within 30 days of the occurrence of any change in the composition of its members, furnish the Board a true report in writing giving full particulars of the change.
23.
—(1) Sections 162, 163, 197 of and the Eighth Schedule to the Companies Act (Cap. 50) shall apply to a licensed corporation which is an exempt private company subject to the modification that any reference in those sections and that Schedule to an exempt private company shall not include a reference to the licensed corporation, and every such licensed corporation shall —
(a)
comply with the prohibitions in section 162 (relating to loans to its directors) and section 163 (relating to loans to persons connected with the directors of the lending company) of the Companies Act as if it were not an exempt private company; and
(b)
forward annually to the Registrar of Companies, together with the annual return required by section 197 of the Companies Act, such copies of documents as are required to be included in the annual return and such certificates and particulars in accordance with Part II of the Eighth Schedule to that Act as if it were not an exempt private company.
(2) In this section, “exempt private company” has the same meaning as in the Companies Act.
24. Every licensed corporation which is not an unlimited corporation shall be insured against liability for any breach of professional duty arising out of the conduct of its business of supplying professional engineering services as a direct result of any negligent act, error or omission committed by the corporation or its directors, managers, secretaries or employees.
25. A licensed corporation shall have the same rights and shall be subject to the same obligations in respect of fiduciary, confidential and ethical relationships with each client of the corporation that exist at law between a registered professional engineer and his client.
26. A registered professional engineer who has the control and management of the business of a licensed corporation relating to the supply of professional engineering services in Singapore shall be subject to the same standards of professional conduct and competence in respect of the business as if the professional engineering services were personally supplied by the registered professional engineer.