Singapore legislation
Section 55C
Section 55C
Approval of transfer
(1)
A transferor must 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.
(2)
Before making the application —
the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;
where the transferor is a bank incorporated in Singapore, the transferor must obtain the consent of the Minister or the certification of the Minister that the Minister’s consent is not required;
the transferor and the transferee must, if they intend to serve on their respective customers a summary of the transfer, obtain the approval of the Authority of the summary;
the transferor must, at least 15 days before the application is made, publish in the Gazette and in such newspaper or newspapers as the Authority may determine 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);
the transferor and the transferee must keep at their respective offices in Singapore a copy of the report mentioned 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
unless the Court directs otherwise, the transferor and the transferee must serve on their respective customers affected by the transfer at least 15 days before the application is made, a copy of the report mentioned in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).
(3)
The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —
have the right to appear and be heard before the Court in any proceedings relating to the transfer; and
may make any application to the Court in relation to the transfer.
(4)
Where the transferor is a bank incorporated in Singapore, the Court must not approve the transfer if the Minister has not consented to the transfer and has not certified that the Minister’s consent is not required.
(5)
The Court may, after taking into consideration the views (if any) of the Minister and the Authority —
approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or
refuse to approve the transfer.
(5A)
In an application made on a direction issued under section 55BA(1) by the Authority, the transferor must notify the Authority immediately if the Court —
approved the transfer of business subject to any modification; or
refused to approve the transfer of business.
(6)
If the transferee is not licensed to carry on banking business in Singapore, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee becoming so licensed.
(7)
The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:
the transfer to the transferee of the whole or any part of the business of the transferor;
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;
the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;
the dissolution, without winding up, of the transferor;
the provisions to be made for persons who are affected by the transfer;
such incidental, consequential and supplementary matters as are, in its opinion, necessary to secure that the transfer is fully effective.
(8)
An order under subsection (7) may —
provide for the transfer of any business whether or not the transferor otherwise has the capacity to effect the transfer in question;
make provision in relation to any property which is held by the transferor as trustee; and
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.
(9)
Subject to subsection (10), if an order is made under subsection (7), then by virtue of the order the business (or any part of the business) of the transferor specified in the order is transferred to and vests 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.
(10)
No order under subsection (7) has 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.
(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.
(12)
Where an order is made under this section, the transferor and the transferee must each lodge within 7 days of the order —
a copy of the order with the Registrar and with the Authority; and
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.
(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 of a day during which the offence continues after conviction.
(14)
For the purposes of this section, where the transfer is one mentioned in section 55B(1A) and the transferee has yet to be incorporated when the application is made to the Court —
subsections (2), (5), (12) and (13) apply as if there is no reference to the transferee;
the reference in subsection (6) to the transferee becoming licensed to carry on banking business in Singapore is a reference to the transferee at the time it is incorporated and so licensed; and
a reference in subsections (7), (9) and (11) to the transferee is a reference to the transferee when it is incorporated.