Business Trusts Act 2004 · 2020 Revised Edition · Part 2 · Registration of Business Trusts
4. Registration of business trusts
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The Authority may, on an application lodged with it by the proposed trustee‑manager of a business trust in accordance with section 3, register the business trust.
The Authority may refuse an application to register a business trust if —
business trust
“business trust” means —(a)a trust that is established in respect of any property and that has the following characteristics:(i)the purpose or effect, or purported purpose or effect, of the trust is to enable the unitholders (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) to participate in or receive profits, income or other payments or returns arising from the management of the property or management or operation of a business;(ii)the unitholders of the trust do not have day‑to‑day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management;(iii)the property subject to the trust is managed as a whole by a trustee or by another person on behalf of the trustee;(iv)the contributions of the unitholders and the profits or income from which payments are to be made to them are pooled; and(v)either —(A)the units in the trust that are issued are exclusively or primarily non-redeemable; or(B)the trust invests only in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes mentioned in section 284 of the Securities and Futures Act 2001 and is listed on an approved exchange; or(b)a class or description of trust that is declared by the Authority, by notice published in the Gazette, to be a business trust for the purposes of this Act,but does not include the types of trusts specified in the Schedule;
the Authority is not satisfied that the application lodged has complied with section 3;
the Authority is not satisfied that the proposed trustee‑manager of the business trust is a company and not an exempt private company;
the Authority is not satisfied that the proposed trustee‑manager does not carry on any business other than the business of management and operation of the business trust in respect of which the application has been lodged;
the Authority is not satisfied that the proposed trustee‑manager has —
complied with sections 14(1), 15(1), 28(1) and 30(1) (as modified by subsection (6) or pursuant to subsection (7)); and
satisfied any other criteria that the Authority may prescribe;
the proposed trustee‑manager or any of its substantial shareholders is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;
a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the proposed trustee‑manager or any of its substantial shareholders;
the proposed trustee‑manager or any of its substantial shareholders has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with its creditors, being a compromise or scheme of arrangement that is still in operation;
an enforcement order against the proposed trustee‑manager or any of its substantial shareholders in respect of a judgment debt has been returned unsatisfied in whole or in part;
the proposed trustee‑manager or any of its substantial shareholders or officers —
has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it, he or she acted fraudulently or dishonestly; or
has been convicted of an offence under this Act; or
the Authority is of the opinion that it would be contrary to the public interest to register the business trust.
Subject to subsection (4), the Authority must not refuse an application to register a business trust under subsection (1) without giving the proposed trustee‑manager of the business trust an opportunity to be heard.
trustee‑manager
“trustee‑manager”, in relation to a registered business trust, includes a replacement trustee‑manager and temporary trustee‑manager;
The Authority may refuse an application to register a business trust on any of the following grounds without giving the proposed trustee‑manager of the business trust an opportunity to be heard:
the proposed trustee‑manager is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;
a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the proposed trustee‑manager;
the proposed trustee‑manager has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.
The proposed trustee‑manager of any business trust who is aggrieved by the refusal of the Authority to register the business trust under subsection (2) may, within 30 days after it is notified of the decision, appeal to the Minister whose decision is final.
For the purpose of determining whether subsection (2) is satisfied in relation to the business trust —
references in Division 1 of Part 3 and Part 4 to a registered business trust is to be read as including a reference to the business trust mentioned in subsection (1); and
references in Division 1 of Part 3 and Part 4 to the trustee‑manager of the registered business trust is to be read as including a reference to the proposed trustee‑manager of the business trust.
The Authority may prescribe any other modifications to the provisions of Division 1 of Part 3 and Part 4 that may be necessary for their proper application to a proposed trustee‑manager of a business trust that has not yet been registered under this Act.