Singapore legislation
Section 86C
Section 86C
Meanings of “associate”, “subsidiary” and “holding company”
(1)
In this Part, a person (A) is an associate of another person (B) if —
A is the spouse, or a parent, step‑parent or remoter lineal ancestor, or a son, stepson, daughter, stepdaughter or remoter issue, or a brother or sister, of B;
A is a partner of B in a partnership or limited liability partnership;
A is a corporation of which B is an officer;
B is a corporation of which A is an officer;
A and B are officers of the same corporation;
A is an employee of B;
B is an employee of A;
A and B are employees of the same employer;
A is the trustee of a discretionary trust where B (or another person who is an associate of B by virtue of any paragraph, except this paragraph and paragraphs (j) and (r) of this subsection) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts;
B is the trustee of a discretionary trust where A (or another person who is an associate of A by virtue of any paragraph, except this paragraph and paragraphs (i) and (r) of this subsection) benefits, or is capable (whether by exercise of a power of appointment or otherwise) of benefitting, under the trust, either directly or through interposed entities or trusts;
A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;
B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;
A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;
B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;
A is a related corporation of B;
A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in A;
B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (o), is in a position to control at least 20% of the voting power in B; or
A is a person with whom B enters, or proposes to enter, into an agreement or arrangement (whether oral or in writing and whether express or implied) that relates to any of the following matters:
A and B being in a position, by acting together, to control any of the voting power in a designated public licensee, designated business trust or designated equity interest holder;
A and B acting together with respect to the acquisition, holding or disposal of equity interests or other interests in a designated public licensee, designated business trust or designated equity interest holder;
the power of A and B, by acting together, to appoint or remove a director of a designated public licensee or designated equity interest holder, or a director of the trustee‑manager of a designated business trust;
the situation where one or more of the directors of —
a designated public licensee or designated equity interest holder; or
the trustee‑manager of a designated business trust,are accustomed or under an obligation (whether formal or informal) to act in accordance with the directions, instructions or wishes of A and B acting together.
(2)
A corporation (A) and another corporation (B) are deemed to be related to each other for the purposes of this section where A is —
the holding company of B;
a subsidiary of B; or
a subsidiary of the holding company of B.
(3)
For the purposes of subsection (2), a corporation (A) is, subject to subsection (5), deemed to be a subsidiary of another corporation (B) if —
B controls the composition of the board of directors of A;
B controls more than half of the voting power of A; or
A is a subsidiary of any corporation which is B’s subsidiary.
(4)
For the purposes of subsection (3), the composition of A’s board of directors is deemed to be controlled by B if B, by the exercise of a power exercisable by it without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors, and for the purposes of this provision, B is deemed to have power to make such an appointment if —
a person cannot be appointed as a director without the exercise in the person’s favour by B of such a power; or
a person’s appointment as a director follows necessarily from that person being a director or other officer of B.
(5)
In determining whether one corporation (A) is the subsidiary of another corporation (B) —
any shares held or power exercisable by B in a fiduciary capacity is treated as not held or exercisable by B;
subject to paragraphs (c) and (d), any shares held or power exercisable —
by any person as a nominee for B (except where B is concerned only in a fiduciary capacity); or
by, or by a nominee for, a subsidiary of B, not being a subsidiary which is concerned only in a fiduciary capacity,is to be treated as being held or exercisable by B;
any shares held or power exercisable by any person by virtue of the provisions of any debentures of A, or of a trust deed for securing any issue of such debentures, is to be disregarded; and
any shares held or power exercisable by, or by a nominee for, B or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) is to be treated as not held or exercisable by B if the ordinary business of B or its subsidiary (as the case may be) includes the lending of money and the shares are so held or power is so exercisable by way of security only for the purposes of a transaction entered into in the ordinary course of that business.
(6)
A reference in this section to the holding company of a corporation is a reference to a corporation of which the last mentioned corporation is a subsidiary.
(7)
For the purposes of this section, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee.
(8)
The Authority may, with the approval of the Minister, make regulations prescribing that any person or class of persons is not an associate of another person for the purposes of any provision of this Part.
(9)
In this section, “officer”, in relation to a corporation, means a director or secretary of, or any person employed in an executive capacity by, the corporation.