Securities and Futures (Central Depository System) Regulations 2015

These Regulations may be cited as the Securities and Futures (Central Depository System) Regulations 2015 and come into operation on 3 January 2016.

In these Regulations, unless the context otherwise requires —“accounts”, “approved liquidator”, “business day”, “charge” and “Official Receiver” have the same meanings as in section 4(1) of the Companies Act (Cap. 50);“Depository Agent Agreement” means an agreement entered into by the Depository with a depository agent;“depository fee” means any fee, tariff or compensation imposed by the Depository on an account holder for —

the deposit of book-entry securities with the Depository, the custody of such securities by the Depository, or their withdrawal or transfer; or

the maintenance of accounts of book‑entry securities by the Depository, or for the opening or closing of such accounts,but does not include a clearing fee defined in regulation 21(12) of the Securities and Futures (Clearing Facilities) Regulations 2013 (G.N. No. S 464/2013);“document” includes —

summons, orders and other legal processes;

notices issued under regulations 11(3) and 12(2); and

any register;“issuer” means a corporation whose securities are listed on the SGX‑ST.

The forms to be used for the purposes of these Regulations are those set out at the Authority’s Internet website at http://www.mas.gov.sg (under “Regulations and Financial Stability”, “Regulations, Guidance and Licensing” and “Securities, Futures and Fund Management”) and any reference in these Regulations to a relevant form is to be construed as a reference to the current version of the relevant form which is displayed at that website.

Any document required to be lodged with the Depository or the Authority, as the case may be, under any provision of Part IIIAA of the Act or these Regulations must be lodged in the relevant form and in the manner specified in the website referred to in paragraph (1), or in such manner as the Authority may specify from time to time.

All forms used for the purposes of these Regulations must be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.

The Depository or the Authority, as the case may be, may refuse to accept any form if —

it is not completed or lodged in accordance with this regulation; or

it is not accompanied by the relevant fee payable under the depository rules.

Where strict compliance to any form is not possible, the Authority may allow for the necessary modifications to be made to that form, or for the requirements of that form to be complied with in such manner as the Authority thinks fit.

The forms to be used for the purposes of these Regulations are those set out at the Authority’s Internet website at http://www.mas.gov.sg (under “Regulations and Financial Stability”, “Regulations, Guidance and Licensing” and “Securities, Futures and Fund Management”) and any reference in these Regulations to a relevant form is to be construed as a reference to the current version of the relevant form which is displayed at that website.

Any document required to be lodged with the Depository or the Authority, as the case may be, under any provision of Part IIIAA of the Act or these Regulations must be lodged in the relevant form and in the manner specified in the website referred to in paragraph (1), or in such manner as the Authority may specify from time to time.

All forms used for the purposes of these Regulations must be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.

The Depository or the Authority, as the case may be, may refuse to accept any form if —

it is not completed or lodged in accordance with this regulation; or

it is not accompanied by the relevant fee payable under the depository rules.

Where strict compliance to any form is not possible, the Authority may allow for the necessary modifications to be made to that form, or for the requirements of that form to be complied with in such manner as the Authority thinks fit.

No person may be approved as a depository agent by the Depository unless the Depository is satisfied that —

the person has the competence, capability and financial resources to discharge the person’s duties under the Depository Agent Agreement and the person is able to meet any obligation the person might reasonably be expected to incur under that Agreement; and

the person is a fit and proper person to perform those duties and obligations.

The Depository may terminate the Depository Agent Agreement —

where the depository agent ceases to meet the requirements in paragraph (1); or

on the occurrence of any of the events that may be specified in the Depository Agent Agreement as terminating the Agreement.

No person may be approved as a depository agent by the Depository unless the Depository is satisfied that —

the person has the competence, capability and financial resources to discharge the person’s duties under the Depository Agent Agreement and the person is able to meet any obligation the person might reasonably be expected to incur under that Agreement; and

the person is a fit and proper person to perform those duties and obligations.

The Depository may terminate the Depository Agent Agreement —

where the depository agent ceases to meet the requirements in paragraph (1); or

on the occurrence of any of the events that may be specified in the Depository Agent Agreement as terminating the Agreement.

The Depository must establish and maintain a system of procedures to enable and facilitate the evidencing and transfer of title to book‑entry securities.

In particular, and without prejudice to the generality of paragraph (1), the Depository must establish or cause to be established all such procedures as may be necessary —

to facilitate the deposit and withdrawal of documents evidencing title in relation to book‑entry securities;

to ensure orderly dealings in, and registration of, book‑entry securities;

to ensure the safe custody of documents evidencing title deposited with the Depository; and

to ensure as far as is reasonably practicable that the risk of error and fraud is reduced and in particular to ensure that the access to the computerised Central Depository System is regulated.

The Depository must establish and maintain a system of procedures to enable and facilitate the evidencing and transfer of title to book‑entry securities.

In particular, and without prejudice to the generality of paragraph (1), the Depository must establish or cause to be established all such procedures as may be necessary —

to facilitate the deposit and withdrawal of documents evidencing title in relation to book‑entry securities;

to ensure orderly dealings in, and registration of, book‑entry securities;

to ensure the safe custody of documents evidencing title deposited with the Depository; and

to ensure as far as is reasonably practicable that the risk of error and fraud is reduced and in particular to ensure that the access to the computerised Central Depository System is regulated.

A depository agent must —

open and maintain separate accounts of sub‑account holders as authorised under its Depository Agent Agreement, for its own account and on account of each of its clients;

gather and maintain a record of such information relating to sub‑account holders as the Depository may from time to time specify;

furnish to the Depository upon request information relating to services provided by the Depository under the Depository Agent Agreement and the discharge of the depository agent’s obligations under that Agreement, but not including information concerning its sub‑account holders unless disclosure of such information is permitted under the Depository Agent Agreement for a particular purpose or for purposes of investor protection or is required by any court or under the provisions of any written law; and

furnish to the Authority such information or documents relating to a sub‑account holder’s account as is necessary for the proper administration of Part IIIAA of the Act or for the protection of investors.

All the rights that are attached to the documents evidencing title representing the securities that are deposited with the Depository and all obligations to which those documents evidencing title are subject, are to be treated as subsisting and attaching to the book‑entry securities registered in the name of the depositor in the Depository Register.

Where in any written law or rule of law it is provided that, in a contract to transfer title to a security, the transferor must execute and deliver a proper instrument of transfer together with the documents evidencing title relating to the security, such written law or rule of law does not apply to the transfer of a book‑entry security.

A record of an entry in an account holder’s account or in a sub‑account holder’s account kept and maintained by the Depository or the depository agent, respectively, is prima facie evidence of the truth of the matters recorded in respect of the entry.

The Depository may require an issuer to issue, in the name of the Depository or its nominee, share certificates in jumbo lots and in marketable lots.

This regulation applies where title to a book‑entry security has devolved on a person (called in this regulation the successor) as a result of death or bankruptcy of a person (or in the case of a body corporate its dissolution).

This regulation also applies where as a result of the death (or in the case of a body corporate its dissolution) of a joint holder, title is vested in a surviving holder or holders and the terms “devolved” and “successor” are to be construed accordingly.

The successor must notify the Depository or the depository agent, as the case may be, that title to the book‑entry security has devolved on the successor.

A notice under paragraph (3) must —

be in the relevant form;

be accompanied by —

where title has devolved as a result of death —

any document which by law is sufficient evidence of probate of the will or grant of letters of administration of the estate of a deceased depositor having been granted to the successor;

a copy of the declaration of the Public Trustee under section 6(2) of the Public Trustee Act (Cap. 260); or

a copy of the declaration of the Public Trustee under section 62(1) of the Probate and Administration Act (Cap. 251);

where title has devolved as a result of the bankruptcy of a depository, such evidence of the right of a person concerned to the book‑entry security as the Depository may require; and

where title has devolved as a result of the dissolution of a corporation —

any document which by law is sufficient evidence of the dissolution of the corporation; or

in the event that the corporation is wound up pursuant to the provisions of Division 3 of Part X of the Companies Act (Cap. 50), a copy of the Court order or a certified copy of the prescribed returns lodged with the Registrar of Companies and the Official Receiver, which lodgment must have been made not less than 3 months before the notification by the successor to the Depository or the depository agent, as the case may be; and

specify either —

that the successor wishes to be registered in the Depository Register as holder of the book‑entry security; or

that the successor wishes the book‑entry security to be transferred to another person, giving the name and securities account number of that person.

The Depository or the depository agent, as the case may be, must give effect to the wishes of the successor upon payment of the transfer fees laid down by the Depository or the depository agent.

For the purposes of this regulation and regulation 12, “successor” is to be treated as including the Official Receiver, a receiver or an approved liquidator, a provisional liquidator and a judicial manager.

This regulation applies where title to a book‑entry security has devolved on a person (called in this regulation the successor) as a result of death or bankruptcy of a person (or in the case of a body corporate its dissolution).

This regulation also applies where as a result of the death (or in the case of a body corporate its dissolution) of a joint holder, title is vested in a surviving holder or holders and the terms “devolved” and “successor” are to be construed accordingly.

The successor must notify the Depository or the depository agent, as the case may be, that title to the book‑entry security has devolved on the successor.

A notice under paragraph (3) must —

be in the relevant form;

be accompanied by —

where title has devolved as a result of death —

any document which by law is sufficient evidence of probate of the will or grant of letters of administration of the estate of a deceased depositor having been granted to the successor;

a copy of the declaration of the Public Trustee under section 6(2) of the Public Trustee Act (Cap. 260); or

a copy of the declaration of the Public Trustee under section 62(1) of the Probate and Administration Act (Cap. 251);

where title has devolved as a result of the bankruptcy of a depository, such evidence of the right of a person concerned to the book‑entry security as the Depository may require; and

where title has devolved as a result of the dissolution of a corporation —

any document which by law is sufficient evidence of the dissolution of the corporation; or

in the event that the corporation is wound up pursuant to the provisions of Division 3 of Part X of the Companies Act (Cap. 50), a copy of the Court order or a certified copy of the prescribed returns lodged with the Registrar of Companies and the Official Receiver, which lodgment must have been made not less than 3 months before the notification by the successor to the Depository or the depository agent, as the case may be; and

specify either —

that the successor wishes to be registered in the Depository Register as holder of the book‑entry security; or

that the successor wishes the book‑entry security to be transferred to another person, giving the name and securities account number of that person.

The Depository or the depository agent, as the case may be, must give effect to the wishes of the successor upon payment of the transfer fees laid down by the Depository or the depository agent.

For the purposes of this regulation and regulation 12, “successor” is to be treated as including the Official Receiver, a receiver or an approved liquidator, a provisional liquidator and a judicial manager.

Where by virtue of any provision in the Act, the Companies Act (Cap. 50) or any other written law, the title to a book‑entry security is by a Court order transferred to or vested in another person (called in this regulation the successor), the procedures in this regulation must be followed.

The successor must notify the Depository or the depository agent, as the case may be, that title to the book‑entry security has been transferred to or vested in the successor.

A notice under paragraph (2) must —

be in the relevant form;

be accompanied by a copy of the Court order and the provision in the written law under which the order transferring or vesting title is made;

state the name and address of the successor and such other information as the Depository or the depository agent may require; and

specify —

that the successor wishes to have his or her name registered in the Depository Register as holder of the book-entry securities; or

that the successor wishes the book‑entry securities to be transferred to another person, giving the name and securities account number of that person.

The Depository or the depository agent, as the case may be, must give effect to the wishes of the successor upon payment of the transfer fees laid down by the Depository or the depository agent.

Where by virtue of any provision in the Act, the Companies Act (Cap. 50) or any other written law, the title to a book‑entry security is by a Court order transferred to or vested in another person (called in this regulation the successor), the procedures in this regulation must be followed.

The successor must notify the Depository or the depository agent, as the case may be, that title to the book‑entry security has been transferred to or vested in the successor.

A notice under paragraph (2) must —

be in the relevant form;

be accompanied by a copy of the Court order and the provision in the written law under which the order transferring or vesting title is made;

state the name and address of the successor and such other information as the Depository or the depository agent may require; and

specify —

that the successor wishes to have his or her name registered in the Depository Register as holder of the book-entry securities; or

that the successor wishes the book‑entry securities to be transferred to another person, giving the name and securities account number of that person.

The Depository or the depository agent, as the case may be, must give effect to the wishes of the successor upon payment of the transfer fees laid down by the Depository or the depository agent.

Where in any judicial proceedings an injunction or other Court order is made or where a Ministerial order under section 245 of the Companies Act (Cap. 50) is issued which has the effect of restraining the transfer of a book‑entry security or restraining any dealing in a book‑entry security, the order may be served upon the Depository where it relates to an account holder and upon a depository agent where the order relates to a sub‑account.

Where the order is served upon a depository agent, the depository agent must upon receipt of the order, deliver the order to the Depository which is, subject to paragraph (3), under a duty not to transfer or deal in that book‑entry security so long as the injunction or order is in force despite any instruction by a depositor to transfer or deal in the book‑entry security.

Where the injunction or other Court or Ministerial order has the effect of restraining the transfer of a book‑entry security in a sub‑account or restraining any dealing in that book‑entry security, the order must specify the sub‑account number, failing which the Depository or depository agent, as the case may be, is not in breach of duty or liable in contempt proceedings for the failure to restrain the transfer of the book‑entry security or to restrain the dealing in that book‑entry security, as the case may be.

In this regulation, “dealing” in book‑entry security includes withdrawal from the Depository of documents evidencing title in respect of listed securities.

Where in any judicial proceedings an injunction or other Court order is made or where a Ministerial order under section 245 of the Companies Act (Cap. 50) is issued which has the effect of restraining the transfer of a book‑entry security or restraining any dealing in a book‑entry security, the order may be served upon the Depository where it relates to an account holder and upon a depository agent where the order relates to a sub‑account.

Where the order is served upon a depository agent, the depository agent must upon receipt of the order, deliver the order to the Depository which is, subject to paragraph (3), under a duty not to transfer or deal in that book‑entry security so long as the injunction or order is in force despite any instruction by a depositor to transfer or deal in the book‑entry security.

Where the injunction or other Court or Ministerial order has the effect of restraining the transfer of a book‑entry security in a sub‑account or restraining any dealing in that book‑entry security, the order must specify the sub‑account number, failing which the Depository or depository agent, as the case may be, is not in breach of duty or liable in contempt proceedings for the failure to restrain the transfer of the book‑entry security or to restrain the dealing in that book‑entry security, as the case may be.

In this regulation, “dealing” in book‑entry security includes withdrawal from the Depository of documents evidencing title in respect of listed securities.

The Depository and every depository agent must keep a copy of all records and communications received or given by it which relate to an account holder’s account or sub‑account holder’s account, as the case may be, for a period of not less than 5 years.

In any legal proceedings, a copy of any instrument kept by the Depository or an entry in the record kept and maintained by the Depository, duly certified under the hand of such officer of the Depository as is authorised by the Depository is prima facie evidence of the entry having been made, and of the truth of the contents of the instrument or the entry, respectively.

The Depository must issue to all depositors —

at the end of a period not exceeding 6 months a statement showing the number of book‑entry securities held to the account of the depositors at the date of the statement, except that, if there is no security balance in a depositor’s account no statement need be sent; and

a monthly statement showing the transactions effected in their accounts during the preceding month (if any), except that, if there is no transaction no statement need be sent.

The depositor must examine all entries in the statement of account balances and notify the Depository of any error or discrepancy in the statement within 14 days after the date of the statement.

If no notification is received by the Depository within 14 days after the date of the statement —

the depositor is to be treated as having agreed to release the Depository from liability; and

the Depository is not liable for any loss suffered by the depositor by reason of the Depository having debited or credited or omitting to debit or credit any amount of book‑entry securities in or to the depositor’s securities account.

The Depository must issue to all depositors —

at the end of a period not exceeding 6 months a statement showing the number of book‑entry securities held to the account of the depositors at the date of the statement, except that, if there is no security balance in a depositor’s account no statement need be sent; and

a monthly statement showing the transactions effected in their accounts during the preceding month (if any), except that, if there is no transaction no statement need be sent.

The depositor must examine all entries in the statement of account balances and notify the Depository of any error or discrepancy in the statement within 14 days after the date of the statement.

If no notification is received by the Depository within 14 days after the date of the statement —

the depositor is to be treated as having agreed to release the Depository from liability; and

the Depository is not liable for any loss suffered by the depositor by reason of the Depository having debited or credited or omitting to debit or credit any amount of book‑entry securities in or to the depositor’s securities account.

The Depository must keep or cause to be kept such records and accounts, in sufficient detail, so as to show particulars of —

all moneys received or paid by the Depository, including dividends received in respect of any book‑entry securities and the disbursement of such dividends to depositors;

all income received from commissions, fees, charges and other sources, and all expenses, commissions and other payments made or paid by the Depository;

all assets and liabilities (including contingent liabilities) of the Depository;

all book‑entry securities and particulars showing withdrawals of such securities; and

all purchases and sales of book‑entry securities and particulars of other dealings made in respect of such book‑entry securities and the charges and credits arising from such purchases, sales or dealings.

The Depository must ensure that an entry in the records or accounts specifies the date and time of making such entry and, in the case of an entry made by a person, the identity of such person.

Any entry in the records or accounts of the Depository is to be treated as having been made by, or with the authority of, the Depository, unless the contrary is proved.

The Depository must keep or cause to be kept such records and accounts, in sufficient detail, so as to show particulars of —

all moneys received or paid by the Depository, including dividends received in respect of any book‑entry securities and the disbursement of such dividends to depositors;

all income received from commissions, fees, charges and other sources, and all expenses, commissions and other payments made or paid by the Depository;

all assets and liabilities (including contingent liabilities) of the Depository;

all book‑entry securities and particulars showing withdrawals of such securities; and

all purchases and sales of book‑entry securities and particulars of other dealings made in respect of such book‑entry securities and the charges and credits arising from such purchases, sales or dealings.

The Depository must ensure that an entry in the records or accounts specifies the date and time of making such entry and, in the case of an entry made by a person, the identity of such person.

Any entry in the records or accounts of the Depository is to be treated as having been made by, or with the authority of, the Depository, unless the contrary is proved.