Singapore legislation
Regulation 14
of Securities and Futures (Licensing and Conduct of Business) Regulations
Regulation 14
Exemptions
Subregulation 1
Each person specified in the Second Schedule is exempted from section 82(1) or section 99B(1) (as the case may be) of the Act, in the circumstances specified in that Schedule.
Subregulation 2
Where a person acts as a representative of any person specified in paragraphs 1 to 7 of the Third Schedule to the Act (referred to in this paragraph as the principal), he shall be exempted from section 99B(1) of the Act, in so far as —
the type and scope of the regulated activity carried out by the person acting as a representative are within or the same as the type and scope of the regulated activity carried out by the principal in his capacity as specified in the relevant paragraph of the Third Schedule to the Act; and
the manner in which the person acting as a representative carries out the regulated activity is the same as the manner in which the principal carries out the regulated activity in his capacity as specified in the relevant paragraph of the Third Schedule to the Act.
Subregulation 3
Where a person acts as a representative of a foreign company specified in paragraph 9 of the Third Schedule to the Act, the person acting as a representative shall be exempted from section 99B(1) of the Act, in so far as he complies with every condition or restriction imposed on the foreign company pursuant to an approval granted for the arrangement between the foreign company and its related corporation under that paragraph, where such condition or restriction is applicable to him.
Subregulation 4
A person who is exempted from holding a capital markets services licence under section 99(1)(a), (b), (c) or (d) of the Act shall lodge with the Authority —
where, on or after 8 October 2018, the person commences business in —
any regulated activity; or
the regulated activity of dealing in capital markets products in respect of any additional type of capital markets products,a notice of such commencement in Form 26 not later than 14 days prior to the commencement of business or such later date as the Authority may allow in any particular case; (aa)where, immediately before 8 October 2018, the person was exempted under section 99(1)(a) or (b) of the Act from holding a capital markets services licence and was carrying on business in dealing in specified contracts, a notice of that fact in Form 26 not later than 8 October 2021 or such later date as the Authority may allow in any particular case; or
(ab)where, immediately before 8 October 2018, the person was exempted under section 99(1)(c) of the Act from holding a capital markets services licence and was carrying on business in dealing in specified OTC derivatives contracts, a notice of that fact in Form 26 not later than 8 October 2021 or such later date as the Authority may allow in any particular case;
where the person ceases business in any or all of the regulated activities, or ceases business in dealing in any capital markets product, for which notice has been given in —
Form 26 under sub-paragraph (a), (aa) or (ab);
Form 26 under regulation 14(4)(a) in force immediately before 26th November 2010; or
Form 27 under regulation 14(4)(b) in force immediately before 26th November 2010,a notice of cessation in Form 29, not later than 14 days after the cessation or such later date as the Authority may allow;
where there is any change in any particulars required to be notified in —
Form 26 under sub-paragraph (a), (aa) or (ab);
Form 26 under regulation 14(4)(a) in force immediately before 26th November 2010; or
Form 27 under regulation 14(4)(b) in force immediately before 26th November 2010,a notice of such change in Form 27, not later than 14 days after the date of change or such later date as the Authority may allow in any particular case;
a declaration by the person in Form 28 within 14 days or such longer period as the Authority may allow after the end of the financial year of the person;
where the person intends to appoint an appointed representative in respect of a type of capital markets products in addition to that indicated against the appointed representative’s name in the public register of representatives, a notice of such intention in Form 6; and
where an appointed representative, temporary representative or provisional representative of the person ceases to act as a representative in respect of a type of capital markets products that is indicated against the representative’s name in the public register of representatives, a notice of such cessation in Form 8 no later than the next business day after the date of such cessation.
Subregulation 4A
A person must not act as a representative of a person who is exempted from holding a capital markets services licence under section 99(1)(a), (b), (c) or (d) of the Act in respect of any type of capital markets products unless the firstmentioned person is indicated in the public register of representatives as a representative of the second-mentioned person in respect of that type of capital markets products.
Subregulation 5
If a holder of a capital markets services licence for fund management does not carry on business in any regulated activity other than the management of portfolios of specified products on behalf of venture capital funds, the holder of the licence is exempt from the specified provisions (called in this regulation a venture capital fund manager).
Subregulation 6
A venture capital fund manager must lodge with the Authority an annual declaration in Form 25A within one month after the end of each of its financial years.
Subregulation 7
A person who acts as a representative of a venture capital fund manager is exempt from section 99B(1) of the Act, insofar as —
the type and scope of the regulated activity carried out by the person acting as a representative are within or the same as the type and scope of the regulated activity carried out by the venture capital fund manager; and
the manner in which that person acting as a representative carries out the regulated activity is the same as the manner in which the venture capital fund manager carries out the regulated activity.
Subregulation 8
In this regulation —
Definition
“committed capital”, in relation to a venture capital fund, means the total amount that the participants of the venture capital fund have agreed to contribute to the venture capital fund;
Definition
“participant”, in relation to a venture capital fund, means a person who participates in a venture capital fund by way of owning one or more units in a venture capital fund;
Definition
“special purpose vehicle of the arrangement” means a corporation of which the arrangement is a member or a partnership of which the arrangement is a partner, where the only activity of the corporation or partnership is the holding or owning of specified products acquired by the arrangement;
Definition
“specified contract” and “specified OTC derivatives contract” have the meanings given to them in regulation 56;
Definition
“specified provisions” means —
Division 2 of Part 4 of the Act;
Divisions 2 and 3 of Part 5 of the Act;
sections 96 and 97A to 97I of the Act;
Parts III, IV and V of these Regulations; and
regulations 3A, 3B, 3C, 4, 4A, 5, 9A, 11B, 12, 13, 13A, 13B and 13C of these Regulations;
Definition
“unit”, in relation to a venture capital fund, means a right or interest (however described) in a venture capital fund (whether or not constituted as an entity), and includes an option to acquire any such right or interest in the venture capital fund;
Definition
“venture capital fund” means an arrangement in respect of a portfolio of specified products that are not listed for quotation or quoted on an approved exchange or an overseas exchange —
under which —
the participants do not have day‑to‑day control over the management of the portfolio of specified products, whether or not they have the right to be consulted or to give directions in respect of such management;
the portfolio of specified products is managed as a whole by a venture capital fund manager;
the contributions of the participants and the profits or income from which payments are to be made to them are pooled; and
no more than 20% of the committed capital of the arrangement is applied towards acquisitions other than acquisitions of specified products that are allotted to the arrangement, or to a special purpose vehicle of the arrangement, by an entity that was incorporated or formed 10 years or less before the date on which the arrangement first acquired (whether directly or indirectly) any specified products allotted by that entity;
the sole purpose or effect of which is to enable the participants (whether by acquiring any right, interest, title or benefit in the portfolio of specified products or any part of the portfolio of specified products or otherwise) —
to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the portfolio of specified products or any part of the portfolio of specified products; or
to receive sums paid out of such profits, income, or other payments or returns;
the units of which —
are exclusively non‑redeemable at the election of the participants; and
are not the subject of any offer or invitation for subscription or purchase at any time other than the offer period of the arrangement; and
in which every participant is an accredited investor or an institutional investor.