Business Trusts Act 2004

Business Trusts Act 2004 2020 REVISED EDITION This revised edition incorporates all amendments up to and including 1 December 2021 and comes into operation on 31 December 2021 An Act relating to the registration and regulation of business trusts and matters connected therewith. [12 October 2004] PART 1 PRELIMINARY Short title 1. This Act is the Business Trusts Act 2004. Interpretation 2. In this Act, unless the context otherwise requires — “accounting corporation” — (a) has the meaning given by section 2(1) of the Accountants Act 2004; and (b) includes a company deemed to be an accounting corporation under that Act; [Act 30 of 2022 wef 12/03/2024] “accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership; [Act 30 of 2022 wef 12/03/2024] “accounting firm” — (a) has the meaning given by section 2(1) of the Accountants Act 2004; and (b) includes a firm deemed to be an accounting firm under that Act; [Act 30 of 2022 wef 12/03/2024] “accounting limited liability partnership” has the meaning given by section 2(1) of the Accountants Act 2004; [Act 30 of 2022 wef 12/03/2024] “accounting records”, in relation to a registered business trust, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the registered business trust are made up; “accounts” means profit and loss accounts, balance sheets and cash flow statements, and includes notes (other than auditors’ reports or directors’ reports) attached to or intended to be read with any of those profit and loss accounts, balance sheets or cash flow statements; “advocate and solicitor” means an advocate and solicitor of the Supreme Court or a foreign lawyer as defined in section 2(1) of the Legal Profession Act 1966; “approved exchange” has the meaning given by section 2(1) of the Securities and Futures Act 2001; “audit committee”, in relation to a registered business trust, means the audit committee of the trustee‑manager of a registered business trust established in accordance with section 15; “Authority” means the Monetary Authority of Singapore established under section 3 of the Monetary Authority of Singapore Act 1970; “book” has the meaning given by section 2(1) of the Securities and Futures Act 2001; “business”, in relation to a registered business trust, means the business relating to the trust property of the registered business trust and managed and operated by the trustee‑manager of the registered business trust in its capacity as trustee‑manager of the registered business trust; “business trust” means — (a) a trust that is established in respect of any property and that has the following characteristics: (i) the purpose or effect, or purported purpose or effect, of the trust is to enable the unitholders (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) to participate in or receive profits, income or other payments or returns arising from the management of the property or management or operation of a business; (ii) the unitholders of the trust do not have day‑to‑day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management; (iii) the property subject to the trust is managed as a whole by a trustee or by another person on behalf of the trustee; (iv) the contributions of the unitholders and the profits or income from which payments are to be made to them are pooled; and (v) either — (A) the units in the trust that are issued are exclusively or primarily non-redeemable; or (B) the trust invests only in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes mentioned in section 284 of the Securities and Futures Act 2001 and is listed on an approved exchange; or (b) a class or description of trust that is declared by the Authority, by notice published in the Gazette, to be a business trust for the purposes of this Act, but does not include the types of trusts specified in the Schedule; “chief executive officer”, in relation to the trustee-manager of a registered business trust, means any one or more persons, by whatever name described, who — (a) is in the direct employment of, or acting for or by arrangement with, the trustee-manager of the registered business trust; and (b) is principally responsible for the management and conduct of the business of the trustee-manager of the registered business trust, or part of the business of the trustee-manager, as the case may be; [Act 30 of 2022 wef 12/03/2024] “company” has the meaning given by section 4(1) of the Companies Act 1967; “corporation” has the meaning given by section 4(1) of the Companies Act 1967; “creditor”, in relation to a registered business trust, means a creditor of the trustee‑manager of the registered business trust where the liability owing to the creditor was incurred by the trustee‑manager on behalf of the registered business trust; “debenture” has the meaning given by section 2(1) of the Securities and Futures Act 2001 and, in relation to a registered business trust, means a debenture issued by the trustee‑manager of the registered business trust in its capacity as trustee‑manager of the registered business trust; “deed” means any deed which creates a trust or provides for the governance of the affairs of the trust and the conduct of its business and includes any instrument amending or affecting the deed; “derivative”, in relation to a unit in a business trust, means any right or interest, whether legal or equitable, in the unit in the business trust, by whatever name called, and includes any option to acquire any such right or interest in the unit in the business trust; “director” has the meaning given by section 4(1) of the Companies Act 1967; “document” has the meaning given by section 4(1) of the Companies Act 1967; “electronic communication” has the meaning given by section 4(1) of the Companies Act 1967; “exempt private company” has the meaning given by section 4(1) of the Companies Act 1967; “expert” has the meaning given by section 4(1) of the Companies Act 1967; “financial year”, in relation to a registered business trust, means the period in respect of which any profit and loss account of the registered business trust laid before unitholders of the registered business trust in general meeting is made up, whether that period is a year or not; “liabilities”, in relation to a registered business trust, means the liabilities incurred by the trustee‑manager of the registered business trust on behalf of the registered business trust; “licensed insolvency practitioner” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018; “limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005; [Act 30 of 2022 wef 12/03/2024] “liquidator”, in relation to a registered business trust, means the person appointed under section 48(1) to take responsibility for winding up the registered business trust or the Official Receiver when acting as liquidator of the registered business trust; “listed”, in relation to a registered business trust, means a registered business trust that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list; [Act 30 of 2022 wef 12/03/2024] “listing rules” has the meaning given by section 2(1) of the Securities and Futures Act 2001; “officer” has the meaning given by section 4(1) of the Companies Act 1967; “Official Receiver” has the meaning given by section 2(1) of the Insolvency, Restructuring and Dissolution Act 2018; “profit or loss”, in relation to a registered business trust, means the profit or loss resulting from operations of that registered business trust; “public accountant” means a person who is registered or deemed to be registered under the Accountants Act 2004 as a public accountant; “registered business trust” means a business trust that is registered by the Authority under section 4(1); “related corporation” has the meaning given by section 4(1) of the Companies Act 1967; “replacement trustee‑manager” means a company that has consented in writing to its election by the unitholders of a registered business trust to replace the resigning trustee‑manager or temporary trustee‑manager (as the case may be) of the registered business trust; “resigning trustee‑manager” means the trustee‑manager of a registered business trust that, in accordance with this Act, proposes to resign, is removed or has resigned from the position of trustee‑manager of the registered business trust; “substantial shareholder” means a person who has a substantial shareholding in a company in accordance with section 81 of the Companies Act 1967; “temporary trustee‑manager” means a company that has been appointed as the temporary trustee‑manager of a registered business trust under section 21; “trust property”, in relation to a business trust, means all property and rights of any kind whatsoever which are held on trust for the unitholders of the business trust, in accordance with the terms of the trust deed, including — (a) contributions of money or any other assets to the business trust; (b) property that forms part of the assets of the business trust under the provisions of this Act; (c) property arising in relation to any contract, agreement or arrangement entered into by or on behalf of the trustee in its capacity as trustee of the business trust; (d) property arising in relation to any claims or rights held by or on behalf of the trustee in its capacity as trustee of the business trust; (e) proceeds from money borrowed or raised by the trustee of the business trust for the purposes of the business trust; (f) property acquired, directly or indirectly, with the contributions or money mentioned in paragraph (a), (b), (c), (d) or (e) or with the proceeds thereof; and [Act 30 of 2022 wef 12/03/2024] (g) profits, income and property derived, directly or indirectly, from contributions, money or property mentioned in paragraph (a), (b), (c), (d) or (e); “trustee‑manager”, in relation to a registered business trust, includes a replacement trustee‑manager and temporary trustee‑manager; “unit”, in relation to a business trust, means a share in the beneficial ownership in the trust property of the business trust; “unitholder” means a person who holds units in a business trust; [2/2009; 10/2013; 4/2017; 40/2018] [Act 30 of 2022 wef 12/03/2024] “unlisted registered business trust”, for the purposes of sections 63A to 63G, means a registered business trust the units of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore; [Act 30 of 2022 wef 12/03/2024] “VCC” or variable capital company has the meaning given by section 2(1) of the Variable Capital Companies Act 2018. 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