Act of Parliament · 1985 Revised Edition
Trust Companies Act
Feedback & supportRegistration and regulation of trust companiesOfficial textFrom Singapore Statutes Online, unchanged
s 1Short title
This Act may be cited as the Trust Companies Act.
s 2Interpretation
In this Act, unless the context otherwise requires —“court” means the High Court or any judge thereof in all cases where proceedings are taken in the High Court and means the District Court in all cases where proceedings are taken in a District Court;“Registrar” means the Registrar or other officer performing under the Companies Act [Cap. 50] the duty of registration of companies;“trust company” means a company registered as a trust company under this Act.
“court” means the High Court or any judge thereof in all cases where proceedings are taken in the High Court and means the District Court in all cases where proceedings are taken in a District Court;
“Registrar” means the Registrar or other officer performing under the Companies Act [Cap. 50] the duty of registration of companies;
“trust company” means a company registered as a trust company under this Act.
s 3Application by company to be registered as a trust company
Any public company incorporated in Singapore may apply to the Registrar to be registered as a trust company provided that —
the objects of the company are restricted to some or all of the objects set out in section 8;
the authorised capital of the company is not less than $500,000 divided into shares of not less than $10 each;
at least one-half of the amount of every share issued by the company remains unpaid and is not liable to be called up, except in the event of and for the purpose of the winding up or dissolution of the company;
the board of directors has been duly appointed in accordance with the articles of association of the company;
at least $150,000 of the authorised capital has been bona fide paid up;
the company has deposited with the Accountant-General securities to be approved by the Minister to the value of $100,000; and
the company is able to meet its obligations, apart from its liability to its shareholders, without taking into account the securities so deposited with the Accountant-General.
On receipt of an application under section 3, the Registrar shall make such inquiry as he thinks necessary, and if satisfied that all the requirements of that section have been complied with, shall register the company applying for registration in the register prescribed by section 6 and issue to it a certificate that the company is registered as a trust company, and thereupon the company shall be invested with all the powers, privileges and immunities and shall be subject to all the liabilities imposed by this Act.
Notice of the issue of such certificate shall be published by the Registrar in the Gazette for 4 consecutive weeks next following the issue.
If the Registrar is not satisfied that all the requirements of section 3 have been complied with, he shall refuse to register the company as a trust company:Provided that the company may appeal from such refusal to the Minister, whose decision shall be final.
Any public company incorporated in Malaysia and registered in Singapore under Division 2 of Part XI of the Companies Act [Cap. 50], which obtains from the Registrar a declaration that he is satisfied —
that it is registered as a trust company in Malaysia under any law for the time being in force there relating to the registration of trust companies; and
that in accordance with such law it has deposited with the Accountant-General of Malaysia securities to the value of at least $100,000 to be held by that Accountant-General for the same purposes as are set out in section 7(1),shall be deemed to have complied with all the requirements of section 3 and shall be entitled to apply to the Registrar for and obtain registration as a trust company in Singapore in accordance with section 4, and may thereupon carry on all the business of a trust company in Singapore in accordance with the provisions of this Act so long as it remains registered as a trust company in Malaysia and retains such deposit with the Accountant-General of Malaysia:Provided that where the Registrar is of opinion that by reason of the amount of gross liability of any such company in Singapore additional security should be furnished by that company, he may order the company to make a deposit with the Accountant-General of Singapore in the manner and subject to the right of appeal provided by section 7(2), and upon such deposit being made it shall be subject to the provisions of this Act relating to deposits.
Any certificate issued to such a company under section 4 shall state that the company is incorporated in Malaysia and shall specify with whom the company has made any required deposit of securities.
This section shall have effect only if and so long as reciprocal provisions are contained in the law of Malaysia relating to trust companies.
s 6Register of trust companies to be kept
There shall be kept in the office of the Registrar a register, to be called the Register of Trust Companies in which shall be entered the names of all trust companies registered under this Act, together with such other particulars as the Registrar may think necessary.
From the time of the issue to any company of a certificate under section 4 the securities deposited by the company with the Accountant-General under section 3 shall be held by the Accountant-General as security for the depositors and creditors of the company and for the faithful execution of all trusts which may be accepted by or imposed upon the company and for its obligations generally.
If at any time, by reason of the decline in value of any securities so held by the Accountant-General or of the increase of the gross liabilities of any trust company, the Registrar is of the opinion that additional security ought to be furnished by a trust company, he may order the company to make, within a period to be stated in the order, a further deposit of a specified value with the Accountant-General:Provided that the company may appeal from such order to the Minister, whose decision shall be final.
Any trust company may from time to time, with the approval of the Minister, substitute other securities for all or any of the securities deposited by it with the Accountant-General.
The interest accruing due on the securities deposited shall be paid to the company.
The objects of a trust company may be some or all of, but shall not exceed, the following:Trustee(a)to accept and execute the offices of executor, administrator, trustee, receiver, receiver and manager, assignee, liquidator, guardian of the property of an infant, committee of the estate of a mentally disordered person or other like office of a fiduciary nature;Agency(b)to act as attorney or agent for the collection, receipt and payment of money, and for winding up estates, and for the sale or purchase of any movable or immovable property;Managing agent(c)to act as agent for the management and control of movable and immovable property for and on behalf of the owners thereof, or for or on behalf of executors, administrators or trustees;Investing agent, etc.
to act as investing and financial agent for and on behalf of executors, administrators and trustees or any other persons whatsoever, and to receive money in trust for investment and to allow interest thereon until invested; and to undertake for and on behalf of executors, administrators and trustees or any other persons whatsoever the negotiation of loans of all descriptions and the procuring and lending of money on the security of any description of property immovable or movable or without taking any security on such terms as may be arranged, and to advance and lend moneys to protect any estate, trust or property entrusted to the company and to charge interest upon any such advances:Provided that nothing herein contained shall be held either to restrict or extend the powers of the company as trustee or agent under the terms of any trust or agency that may be conferred upon it;Securities for debts(e)to take securities of such nature as are deemed expedient for any moneys owing to the company;Custodian(f)to be the custodian on such terms as are agreed upon of any moneys, securities, jewellery, plate or other valuable property and of papers, documents, deeds, wills, debentures and other evidence of title or indebtedness;Sinking funds, etc.
to receive and manage any sinking, redemption, guarantee or any other special fund or deposit and to act as agent for countersigning, registering or otherwise ascertaining and certifying to the genuineness of any issue of shares, stocks, bonds, debentures or other securities for money of any Government, municipal or other corporate body or of any association, whether incorporated or not, duly authorised to issue and make such issue and to hold any such securities as agent or trustee, and to act generally as agent for any such Government, municipal or corporate body or association;To hold land for company’s use(h)to acquire and hold immovable property for the actual use and occupation of the company or of any of its officers and employees; and to erect, construct, enlarge, alter and maintain any buildings necessary or convenient for those purposes; and to sell or otherwise dispose of any such immovable property if not required for those purposes;To hold other land(i)to hold land which, having been mortgaged to the company, is acquired by it for the protection of its investments; and from time to time sell, mortgage, lease or otherwise dispose thereof;To deposit and invest the moneys of the company in authorised investments(j)to deposit the moneys of the company not immediately required with any bank or banks at interest until such moneys can be more permanently invested, and to invest the moneys of the company in accordance with section 18;To borrow moneys(k)to borrow moneys, and secure the repayment thereof with interest, in accordance with section 20;Remuneration(l)to receive and collect such remuneration for its services as is agreed upon or as fixed or allowed from time to time by law, and all usual and customary charges, costs and expenses;To contribute to charities(m)to support and subscribe to any charitable or public object and any institution, society or club which may be for the benefit of the company or its employees or may be connected with any town or place where the company carries on business; to give pensions, gratuities or charitable aid to any person or persons who may serve or have served the company or to the wives, children or other relatives of such persons; to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the company:Provided that no such subscription, gift, payment or contribution shall be given or made, except out of profits of the company available for distribution as dividend;To carry on business in Malaysia and Brunei Darussalam(n)to carry on in Malaysia and Brunei Darussalam or in either of them, but not elsewhere except in so far as may be incidental to and necessary for the performance of the duties of any office held by the company in Malaysia or Brunei Darussalam or Singapore, any business or to hold any office which a trust company is by this Act authorised to carry on or to hold in Singapore;To acquire other businesses(o)to acquire and undertake the whole or any part of the business of any person or company of a like nature to any business which a trust company is authorised to carry on, and in consideration for such acquisition to undertake all or any of the liabilities of that person or company and to issue shares to that person or company;To do things conducive to objects(p)to do all other things as are incidental or conducive to the attainment of the before-mentioned objects or any of them.
Nothing in this section shall be construed to authorise any trust company to engage in the business of banking, or insurance business, or the business of a deposit, provident or benefit society.
No trust company shall carry on any business or execute any office other than the businesses or offices included in the objects set out in subsection (1).
s 9Company may act as executor
If at any time a trust company is appointed executor of the will of any testator, it shall be lawful for the company to apply to the court for probate of the will and, if probate is granted, to exercise and discharge all the powers and duties of an executor.
If and whenever any person is entitled to apply for probate of the will of any testator without leave being reserved to any other person to apply for probate, it shall be lawful for the person, whether absent from Singapore or not, and notwithstanding the provisions of any other Act, instead of himself applying for probate, to authorise a trust company to apply to the court for a grant of administration with the will annexed of the estate of the testator, and such a grant may be made to the company upon its own application, when so authorised, but this section does not apply to any case in which a will provides that the company shall not act as executor or in the trusts thereof.
If and whenever any person is entitled to apply for letters of administration with the will of any testator annexed of the estate of the testator, it shall be lawful for the person, whether absent from Singapore or not, and notwithstanding the provisions of any other Act, to authorise a trust company, either alone or jointly with any other person, to apply to the court for a grant of letters of administration with the will annexed of the estate of the testator, and such a grant may be made to the company upon its own application, when so authorised, but this section does not apply to a case in which a will provides that the company shall not act as executor, or in the trusts thereof.
It shall be lawful for any person or persons entitled to apply for letters of administration of the estate of any intestate, whether the person or persons are absent from Singapore or not, and notwithstanding the provisions of any other Act, to authorise a trust company to apply to the court for such letters of administration, either alone or jointly with any other person, and administration of the estate of the intestate may be granted to the company, either alone or jointly, upon its own application, when so authorised.
For the purposes of any application to the court for letters of administration to the estate of any deceased person, the court shall consider a trust company, when authorised under subsection (3), to be in law entitled equally with any other person or class of persons to apply for and obtain a grant, but a trust company, being so entitled, shall not on that account alone be preferred to the widower, widow, or next of kin of any intestate.
No grant of probate or of letters of administration shall be granted to a syndic or nominee on behalf of a trust company.
In all cases in which a trust company is empowered under this Act to apply for probate or for letters of administration, any petition, declaration, account or affidavit or other necessary document may be made or sworn by any officer of the company duly authorised by the company in that behalf.
Any officer of the company appointed by the company for that purpose may on behalf of the company sign any petition, account or statement, take any oath, swear any affidavit, make any declaration, verify any act, give personal attendance at any court or place, and do any act or thing whatsoever, which may be required to be signed, taken, sworn, made, verified, given, or done on behalf of the company:Provided that nothing in this Act shall confer upon any person, not otherwise entitled thereto, any right to appear or be heard before or in any court on behalf of the company or to do any act whatsoever on behalf of the company which could otherwise be lawfully done only by an advocate and solicitor of the Supreme Court.
s 12Appointment of company to be trustee
In all cases in which the court or any person or persons has or have power to appoint a trustee, whether as an original or new or additional trustee, to perform any legal trust or duty, a trust company may be appointed in the same manner as if the company were a private individual:Provided that no trust company shall be appointed in any case in which the instrument creating the trust, or the power authorising the appointment, forbids the appointment of a company.
s 13Joint tenancy
A trust company, acting in a fiduciary capacity, is capable of acquiring and holding any property in joint tenancy in the same manner as if it were a private individual.