Singapore legislation
Regulation 35
Regulation 35
Definition of “subsidiary” in section 48AA of Act
Subregulation 1
For the purpose of the definition of “subsidiary” in section 48AA(5) of the Act as applied by section 55ZJ(1) of the Act, an entity (called in this regulation S) is a subsidiary of another entity (called in this regulation A) if —
A —
controls the composition of the board of directors of S; or
controls more than half of the voting power in S; or
S is a subsidiary of an entity that is a subsidiary of A.
Subregulation 2
For the purpose of paragraph (1)(a)(i), A is treated as having control of the composition of the board of directors of S if A has any power, exercisable by A without the consent or concurrence of any other person, to appoint or remove all or a majority of —
the directors of S; or
the equivalent of the directors of S.
Subregulation 3
For the purposes of paragraph (1)(a), in determining whether A controls the composition of the board of directors of S, or controls more than half of the voting power in S —
any power exercisable by A in a fiduciary capacity is disregarded;
subject to sub‑paragraphs (c) and (d), any power exercisable —
by a nominee for A (except where A is concerned only in a fiduciary capacity); or
by a subsidiary of A or a nominee for the subsidiary (except where the subsidiary is concerned only in a fiduciary capacity),is to be treated as exercisable by A;
any power exercisable by any person by virtue of the provisions of any debentures of S or of a trust deed for securing any issue of any debentures of S is to be disregarded; and
any power exercisable by, or by a nominee for, A or its subsidiary (not being a power exercisable as mentioned in sub‑paragraph (c)) is not to be treated as exercisable by A if —
the ordinary business of A or its subsidiary (as the case may be) includes the lending of money; and
the power is exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business.