Singapore legislation

Clause 7

of Competition (Amendment) Bill

Clause 7

New Part 8

In the Competition Act 2004, after Part 7, insert —“PART 8TRANSFER OF UNDERTAKINGS RELATING TO PRODUCT SAFETY FUNCTIONS AND LEGAL METROLOGY FUNCTIONS TO COMMISSIONInterpretation of this Part

101. In this Part —“asset”, in relation to the transferor, means property of any kind (whether tangible or intangible, whether arising from, accruing under, created or evidenced by or the subject of, an instrument or otherwise and whether actual or contingent) of the transferor on the eve of the transfer date and includes, without limitation, any —

(a)

legal or equitable interest in real or personal property, whether situated in Singapore or elsewhere;

(b)

chose in action;

(c)

money or securities;

(d)

plant and equipment, whether situated in Singapore or elsewhere;

(e)

intellectual property;

(f)

infrastructure, whether situated in Singapore or elsewhere;

(g)

records; and

(h)

right;“legal metrology functions” means the following functions:

(a)

promoting among suppliers in Singapore, and educating consumers on, legal metrology;

(b)

administering and enforcing the Weights and Measures Act 1975;

(c)

acting internationally as the national body representative of Singapore in respect of legal metrology;

(d)

advising the Government, any public authority or any consumer protection organisation on national needs and policies in respect of legal metrology;“liability”, in relation to the transferor, means any liability, duty or obligation (whether actual or contingent, liquidated or unliquidated, and whether owed alone or jointly, or jointly and severally, with any other person) of the transferor on the eve of the transfer date;“product safety functions” means the following functions:

(a)

promoting among suppliers in Singapore, and educating consumers on, the supply of safe consumer goods and the provision of relevant safety information about consumer goods;

(b)

preventing the supply of unsafe consumer goods in Singapore;

(c)

acting internationally as the national body representative of Singapore in respect of promoting and enforcing —

(i)

the supply of safe consumer goods in Singapore; and

(ii)

the provision of relevant safety information about consumer goods;

(d)

advising the Government, any public authority or any consumer protection organisation on national needs and policies in respect of promoting and enforcing —

(i)

the supply of safe consumer goods in Singapore; and

(ii)

the provision of relevant safety information about consumer goods;“records”, in relation to the transferor, means registers, papers, documents, minutes, receipts, books of account and other records, however compiled, recorded or stored, of the transferor existing on the eve of the transfer date;“right”, in relation to the transferor, means any right, power, privilege or immunity of the transferor on the eve of the transfer date;“transfer date” means the date of commencement of section 7 of the Competition (Amendment) Act 2025;“transferor” means the Enterprise Singapore Board established by section 3 of the Enterprise Singapore Board Act 2018.Transfer of undertakings to Commission102.—

(1)

On the transfer date, all the assets and liabilities of the transferor that relate solely or mainly to the product safety functions or legal metrology functions, or both, are transferred to the Commission.(2) When any asset or liability of the transferor is transferred under subsection (1), the following provisions have effect:

(a)

the asset that is the subject of the transfer vests in the Commission by virtue of this section and without the need for any further conveyance, transfer, assignment or assurance;

(b)

the liability that is the subject of the transfer becomes by virtue of this section the liability of the Commission;

(c)

all legal or other proceedings relating to that asset or liability started before the transfer date by or against the transferor (or a predecessor of the transferor) and pending immediately before that date are taken to be proceedings pending by or against the Commission;

(d)

any legal or other proceedings relating to that asset or liability which could have been started immediately before the transfer date by or against the transferor (or a predecessor of the transferor) may be started by or against the Commission;

(e)

a judgment or order of a court or other tribunal obtained before the transfer date by or against the transferor (or a predecessor of the transferor) relating to that asset or liability may be enforced by or against the Commission;

(f)

any document relating to legal or other proceedings relating to that asset or liability that has been served on or by the transferor (or a predecessor of the transferor) before the transfer date is taken, where appropriate, to have been served on or by the Commission;

(g)

any act, matter or thing done or omitted to be done before the transfer date in relation to that asset or liability by, to or in respect of the transferor (or a predecessor of the transferor) is (to the extent to which that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the Commission;

(h)

a reference to the transferor (or a predecessor of the transferor) in any written law, any instrument made under any Act, any contract, agreement, arrangement or undertaking, or any document of any kind, to the extent to which the reference relates to that asset or liability, is taken to be, or to include, a reference to the Commission;

(i)

any agreement relating to that asset or liability and to which the transferor (or a predecessor of the transferor) is a party becomes enforceable by or against the Commission.(3) The operation of this section does not —

(a)

constitute a breach of, or default under, any Act or other law, or otherwise a civil wrong or criminal wrong;

(b)

constitute a breach of duty of confidence (whether arising by contract, in equity, by custom, or in any other way);

(c)

constitute a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets or liabilities or the disclosure of any information;

(d)

terminate any agreement or obligation, or fulfil any condition that allows a person to terminate any agreement or obligation, or give rise to any right or remedy in respect of any agreement or obligation;

(e)

frustrate any contract or cause any contract or instrument to be void or otherwise unenforceable;

(f)

release any surety, other obligor or other obligee wholly or in part from any obligation; or

(g)

constitute an event of breach of, or default under, any contract or other instrument.Transfer of records

103. On the transfer date, the records of the transferor that relate solely or mainly to the product safety functions or legal metrology functions, or both, become the records of the Commission.Confirmation of transfers104.—

(1)

If any dispute arises —

(a)

as to whether an asset or a liability, or a record, is transferred under section 102 or 103; or

(b)

as to whether any, or part of any, contract or document relates to an asset, a liability or a record transferred under section 102 or 103,the Minister charged with the responsibility for finance may determine the matter and must provide the concerned parties with written notice of that determination.(2) The determination of the Minister charged with the responsibility for finance under subsection (1) is final and binding on the transferor and the Commission.”.