Singapore legislation

Section 58

of Variable Capital Companies Act 2018

Section 58

Disqualification of director on conviction of certain offences, etc.

(1)

A person is subject to the disqualifications in subsection (3) if —

(a)

the person is convicted of any of the following:

(i)

any offence, whether in Singapore or elsewhere, involving fraud or dishonesty and punishable with imprisonment for a term of 3 months or more;

(ii)

any offence under Part 12 of the Securities and Futures Act 2001;

(b)

the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001;

(c)

a direction under section 97(1A) of the Securities and Futures Act 2001 is made directing a holder of a capital markets services licence to remove the person from the person’s office or employment as a director or executive officer of the holder;

(d)

the person has been removed as a director, executive officer or chief executive officer of a person mentioned in section 99(1) of the Securities and Futures Act 2001, in compliance with a condition imposed on the second‑mentioned person under section 99(4) of that Act; or

(e)

a prohibition order is made against the person under section 101A(1) of the Securities and Futures Act 2001.

(2)

Where a person is convicted in Singapore of —

(a)

any offence in connection with the formation or management of a VCC; or

(b)

any offence under section 157 or 339 of the Companies Act 1967 as applied by section 63 or 130, as the case may be,the court may make a disqualification order against the person in addition to any other sentence imposed.

(3)

Subject to any leave which the Court may give pursuant to an application under subsection (6), a person who —

(a)

is disqualified under subsection (1); or

(b)

has had a disqualification order made against him or her under subsection (2),must not act as a director, or take part (whether directly or indirectly) in the management of a VCC during the period of the disqualification or disqualification order.

(4)

The disqualifications in subsection (3) —

(a)

in a case where the disqualified person has been convicted of any offence mentioned in subsection (1)(a) or (2)(a) or (b) but has not been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2);

(b)

in a case where the disqualified person has been convicted of any offence mentioned in subsection (1)(a) or (2)(a) or (b) and has been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years after his or her release from prison;

(c)

in a case where the disqualified person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 — take effect upon the imposition of the civil penalty and continue for a period of 5 years after the imposition of the civil penalty;

(d)

in a case where the disqualified person is the subject of a direction under section 97(1A) of the Securities and Futures Act 2001 — take effect upon the issue of the direction and continue for a period of 5 years after such issue;

(e)

in a case where the disqualified person has been removed as a director, executive officer or chief executive officer of a person mentioned in section 99(1) of the Securities and Futures Act 2001 pursuant to a condition imposed on the second‑mentioned person under section 99(4) of that Act — take effect upon the removal and continue for a period of 5 years after such removal; and

(f)

in a case where the disqualified person is the subject of a prohibition order under section 101A(1) of the Securities and Futures Act 2001 — take effect upon the making of the prohibition order and continue for a period of 5 years after the expiry of the period specified in the order.

(5)

A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.

(6)

A person who —

(a)

is disqualified under subsection (1); or

(b)

has had a disqualification order made against him or her under subsection (2),may apply to the Court for leave to act as a director, or to take part (whether directly or indirectly) in the management of a VCC during the period of the disqualification or disqualification order, upon giving the Minister at least 14 days’ notice of his or her intention to apply for such leave.

(7)

On the hearing of an application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application.

(8)

Without affecting section 409 of the Companies Act 1967 as applied by section 144, a District Court may make a disqualification order under this section.