Singapore legislation
Regulation 9
of Variable Capital Companies (Transfer of Registration) Regulations 2020
Regulation 9
Minimum requirements
Subregulation 1
For the purposes of section 136(1) of the Act, the minimum requirements prescribed for registration are —
as at the date of the application by the foreign corporate entity for registration under section 134(1) of the Act (called in this regulation the application date) —
there is no ground on which the foreign corporate entity may be found to be unable to pay its debts;
in the case of a foreign corporate entity that is a foreign umbrella fund, there is no ground on which the foreign corporate entity may be found to be unable to pay the debts of any of its collective investment schemes;
the value of the foreign corporate entity’s assets is not less than the value of its liabilities (including contingent liabilities); and
in the case of a foreign corporate entity that is a foreign umbrella fund, the value of each of its collective investment schemes’ assets is not less than the value of that collective investment scheme’s liabilities (including contingent liabilities);
the foreign corporate entity —
if it is intended to commence winding up of the foreign corporate entity within 12 months immediately after the application date — is able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; (ii)if it is not intended to commence winding up of the foreign corporate entity within 12 months immediately after the application date — is able to pay its debts as they fall due during the period of 12 months immediately after the application date; (iii)if the foreign corporate entity is a foreign umbrella fund and it is intended to commence winding up of any of its collective investment schemes within 12 months immediately after the application date — the foreign corporate entity is able to pay the debts of that collective investment scheme in full within the period of 12 months after the date of commencement of the winding up; or
if the foreign corporate entity is a foreign umbrella fund and it is not intended to commence winding up of any of its collective investment schemes within 12 months immediately after the application date — the foreign corporate entity is able to pay the debts of every collective investment scheme as they fall due during the period of 12 months immediately after the application date;
the foreign corporate entity is authorised to transfer its incorporation under the law of its place of incorporation;
the foreign corporate entity has complied with the requirements of the law of its place of incorporation in relation to the transfer of its incorporation;
the application by the foreign corporate entity for registration under section 134(1) of the Act —
is not intended to defraud existing creditors of the foreign corporate entity; and
is made in good faith;
no receiver, or receiver and manager, is in possession of, or has control over, any property of the foreign corporate entity or (in the case of a foreign corporate entity that is a foreign umbrella fund) of any of its collective investment schemes, and no proceeding to appoint a receiver, or receiver and manager, in respect of any property of the foreign corporate entity or of any of its collective investment schemes (if applicable) is ongoing or pending;
neither the foreign corporate entity nor (in the case of a foreign corporate entity that is a foreign umbrella fund) any of its collective investment schemes is under judicial management, and no proceeding to place the foreign corporate entity or any of its collective investment schemes (if applicable) under judicial management is ongoing or pending;
no compromise or arrangement made between the foreign corporate entity and any person, or (in the case of a foreign corporate entity that is a foreign umbrella fund) between the foreign corporate entity in relation to any of its collective investment schemes and any person is being administered, and no proceeding to place the foreign corporate entity or any of its collective investment schemes (if applicable) under any compromise or arrangement is ongoing or pending;
neither the foreign corporate entity nor (in the case of a foreign corporate entity that is a foreign umbrella fund) any of its collective investment schemes is in liquidation or being wound up, and no proceeding for liquidation or winding up against the foreign corporate entity or any of its collective investment schemes (if applicable) is ongoing or pending; and
no other judicial or administrative proceeding under a law relating to insolvency or adjustment of debt, in which the property or affairs of the foreign corporate entity or (in the case of a foreign corporate entity that is a foreign umbrella fund) any of its collective investment schemes is or would be subject to control or supervision by a judicial or administrative authority for the purpose of reorganisation or liquidation, is ongoing or pending.
Subregulation 2
For the purposes of paragraph (1)(a)(i) and (b)(i) and (ii), all liabilities of the foreign corporate entity (including contingent liabilities) must be taken into account.
Subregulation 3
For the purposes of paragraph (1)(a)(ii) and (b)(iii) and (iv), in assessing the debts of each collective investment scheme of the foreign corporate entity, all liabilities of that collective investment scheme (including contingent liabilities) must be taken into account.
Subregulation 4
For the purposes of paragraph (1)(a)(iii), the following must be taken into account:
the most recent financial statements of the foreign corporate entity;
any other circumstance that the directors of the foreign corporate entity know or ought to know affect, or may affect, the value of the assets of the foreign corporate entity and the value of its liabilities (including contingent liabilities).
Subregulation 5
For the purposes of paragraph (1)(a)(iv), the following must be taken into account:
the accounts for each collective investment scheme of the foreign corporate entity that are contained in the most recent financial statements of the foreign corporate entity;
any other circumstance that the directors of the foreign corporate entity know or ought to know affect, or may affect, the value of the assets of each collective investment scheme and the value of each of its liabilities (including contingent liabilities).
Subregulation 6
For the purposes of paragraph (1)(a)(iii) and (iv), any valuation of the assets or estimate of the liabilities of the foreign corporate entity and of any of its collective investment schemes (respectively) that are reasonable in the circumstances may be relied on.
Subregulation 7
In determining, for the purposes of paragraph (4)(b), the value of a contingent liability, the following may be taken into account:
the likelihood of the contingency occurring;
any claim the foreign corporate entity or (in the case of a foreign corporate entity that is a foreign umbrella fund) the foreign corporate entity on account of its collective investment schemes, is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.
Subregulation 8
In this regulation —
a reference to a debt or liability of a collective investment scheme, in relation to a foreign corporate entity that is a foreign umbrella fund, is to a debt or liability that is incurred by the foreign corporate entity for the purpose of that collective investment scheme; and
a reference to any asset or property of a collective investment scheme, in relation to a foreign corporate entity that is a foreign umbrella fund, is to any asset or property that is held by the foreign corporate entity on account of that collective investment scheme.