Securities and Futures Act 2001 · 2020 Revised Edition · Part 1 · Preliminary
3. Associated person
Feedback & supportLast amended by an amending law of 2017.
Unless the context otherwise requires, any reference in this Act to a person associated with another person is a reference to —
where the other person is a corporation —
a director or secretary of the corporation;
a related corporation; or
a director or secretary of such a related corporation;
where the matter to which the reference relates is the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation, a person with whom the other person has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal, or express or implied —
by reason of which either of those persons may exercise, directly or indirectly, control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the corporation;
with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the corporation; or
under which either of those persons may acquire from the other of them shares in the corporation or may be required to dispose of such shares in accordance with the directions of the other of them,except that, in relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person;
a person with whom the other person is acting, or proposes to act, in concert in relation to the matter to which the reference relates;
where the matter to which the reference relates is a matter, other than the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation —
subject to subsection (2), a person who is a director of a corporation of which the other person is a director; or
a trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money;
a person with whom the other person is, according to any subsidiary legislation made under this Act, to be regarded as associated in respect of the matter to which the reference relates;
a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or
where the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person as referred to in paragraph (a), (b), (c), (d), (e) or (f), that last‑mentioned person.
Where, in any proceedings under this Act, it is alleged that a person referred to in subsection (1)(d)(i) was associated with another person at a particular time, the firstmentioned person is not considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the firstmentioned person at that time knew or ought reasonably to have known the material particulars of that matter.
A person (A) is not taken to be associated with another person by virtue of subsection (1)(b), (c), (e) or (f) by reason only of one or more of the following:
that one of those persons (B) provides advice to, or acts on behalf of, A in the proper performance of the functions attaching to B’s professional capacity or to B’s business relationship with A;
that one of those persons, a customer, gives specific instructions to A, whose ordinary business includes dealing in capital markets products, to acquire shares on the customer’s behalf in the ordinary course of that business;
that one of those persons has sent, or proposes to send, to A a take‑over offer, or has made, or proposes to make, offers under a take‑over announcement, within the meaning of the Take‑over Code, in relation to shares held by A;
that one of those persons has appointed A, otherwise than for valuable consideration given by A or by an associate of A, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.