Singapore legislation
Section 31
Section 31
Change of trust deed
(1)
A person must not modify or replace the trust deed of a registered business trust unless the modification or replacement is approved —
by special resolution of the unitholders of the registered business trust; or
where the modification is necessary in order to comply with any written law or rule of law applicable in Singapore, by the trustee‑manager of the registered business trust.
(2)
Despite subsection (1), any modification or replacement of the trust deed of a registered business trust is void if the modification or replacement would result in a breach of section 28(1) by the trustee‑manager of the registered business trust.
(3)
Subject to subsection (4), where the trustee‑manager of a registered business trust is aggrieved by a modification or replacement of the trust deed of the registered business trust made pursuant to subsection (1)(a), the trustee‑manager may apply to the court to cancel the modification or replacement within 21 days after the date on which the resolution of the unitholders mentioned in subsection (1)(a) was passed.
(4)
On an application made by the trustee‑manager of a registered business trust under subsection (3), the court —
is to have regard to whether the provisions of this Act have been complied with and whether the unitholders that approved the modification or replacement have acted in good faith in doing so; and
may make an order cancelling the modification or replacement or confirming the modification or replacement subject to any alterations or conditions that it thinks just,and such modification or replacement (as the case may be) takes effect on the date of the order of the court.
(5)
Where the trustee‑manager of a registered business trust proposes to the unitholders of the registered business trust to act by special resolution to effect a revision to the fees or charges payable out of trust property of the registered business trust to the trustee‑manager, the trustee‑manager must include in the notice to the unitholders required under section 63 for such resolution to be considered a special resolution —
the rationale or justification for the proposed revision to the fees or charges;
the methods or procedures for determining the proposed revision to the fees or charges; and
an opinion, from an independent adviser, on whether the methods or procedures for determining the proposed revision to the fees or charges are sufficient to ensure that the proposed revision is on normal commercial terms and will not be prejudicial to the interests of all the unitholders as a whole.
(6)
The trustee‑manager of a registered business trust must give notice of the modification or replacement of the trust deed of a registered business trust referred to in subsection (1)(b) to all the unitholders of the registered business trust within 7 days from the modification or replacement of the trust deed.
(7)
The trustee‑manager of a registered business trust must lodge with the Authority —
a copy of the provisions in the trust deed of the registered business trust that have been modified or replaced in accordance with subsection (1) or a copy of the new trust deed (incorporating such modification or replacement) within 2 business days after the modification or replacement mentioned in that subsection takes effect; and
where an application to cancel the modification or replacement mentioned in subsection (3) has been made —
a copy of the application within 2 business days after the application has been made; and
a copy of the court order mentioned in subsection (4)(b) within 7 days after that order has been made.
(8)
The trustee‑manager of a registered business trust must, at the direction of the Authority, lodge with the Authority a copy of the amended trust deed of the registered business trust after incorporating all the amendments prior to the date of lodgment.
(9)
The trustee‑manager of a registered business trust must make an updated copy of the trust deed available to the public without charge.
(10)
The trustee‑manager of a registered business trust must, at the request of any unitholder of the registered business trust, provide an updated copy of the trust deed to that unitholder without charge.
(11)
Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(12)
Any trustee‑manager of a registered business trust which contravenes subsection (5) or (6) shall be guilty of an offence.
(13)
Any trustee‑manager of a registered business trust which contravenes subsection (7), (8), (9) or (10) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.