MAS Guidelines on Licence Applications (CMG-G01)¶
--- Page 1 --- Monetary Authority of Singapore SECURITIES AND FUTURES ACT (CAP. 289) FINANCIAL ADVISERS ACT (CAP. 110) GUIDELINES ON LICENCE APPLICATIONS, REPRESENTATIVE NOTIFICATION AND PAYMENT OF FEES
--- Page 2 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Guideline No : CMG-G01 Issue Date : 26 November 2010 (Last revised on 8 October 2021) GUIDELINES ON LICENCE APPLICATIONS, REPRESENTATIVE NOTIFICATION AND PAYMENT OF FEES 1 Purpose of these Guidelines 1.1 These Guidelines are issued pursuant to section 321 of the Securities and Futures Act (Cap. 289) (“SFA”) and section 64 of the Financial Advisers Act (Cap. 110) (“FAA”) (collectively, the “Acts”) to provide guidance on procedures in relation to licence application, appointment of representatives and payment of the applicable fees under the Acts. 1.2 These Guidelines set out the administrative procedures for companies and representatives who wish to carry out the following under the Acts: Section I: Corporate Licence Holders (i) Application for a new capital markets services (“CMS”) licence or financial adviser’s (“FA”) licence; (ii) Application to add regulated activities or additional type(s) of capital markets products to an existing CMS licence, or to provide additional type(s) of financial advisory service or investment product under an existing FA licence; Section II: Representatives (iii) Lodgment to be an appointed representative to carry out regulated activities under the SFA and/or provide financial advisory services under the FAA; (iv) Lodgment to add regulated activities or additional types of capital markets products under the SFA and/or to provide additional types of financial advisory services or investment products under the FAA; (v) Lodgment to be a provisional representative to carry out regulated activities under the SFA and/or to provide financial advisory services under the FAA; (vi) Lodgment by a provisional representative for conversion to be an appointed representative under the SFA and/or the FAA; (vii) Lodgment to be a temporary representative to carry out regulated activities under the SFA; (viii) Lodgment for the change of particulars for an appointed, provisional or temporary representative; (ix) Lodgment for the cessation of regulated activities by an appointed or provisional representative under the SFA and/or FAA, or a temporary representative under the SFA. 2
--- Page 3 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees These Guidelines also explain the manner in which fees are computed and the procedures for the payment of fees by licence holders and representatives. [Amended on 8 October 2018] 1.3 The Monetary Authority of Singapore (“Authority”) expects all licence holders and representatives to adhere to these Guidelines where applicable, so as to ensure consistency and efficiency in the processing of corporate applications and representative notifications. [Amended on 8 October 2018] 1.4 These Guidelines should be read in conjunction with the provisions of the Acts, the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10) (“SFR”), the Financial Advisers Regulations (Rg 2) (“FAR”), as well as written directions, notices, codes and other guidelines that the Authority may issue from time to time. 1.5 All terms used in these Guidelines shall, except where the context otherwise requires, have the same meaning as defined in the Acts.
Section I: Corporate Licence Holders¶
2 Procedures for Application of New Licence Under the SFA and FAA¶
2.1 Section 82 of the SFA requires a person who carries on business in any regulated activity under the SFA to hold a CMS licence for that regulated activity. The regulated activities are listed in paragraph I of Appendix 1. Persons who wish to apply for a new licence for any regulated activity under the SFA, other than fund management, should submit Form 1 under the SFR1. Persons applying for a CMS licence for the regulated activity of fund management should submit Form 1A under the SFR through the MAS Corporate Electronic Lodgment System (“CeL”) at https://eservices.mas.gov.sg/cel/submission/Instructions.aspx [Amended on 8 October 2018] 2.2 Section 6 of the FAA requires a person who acts as a financial adviser in Singapore in respect of any financial advisory service to hold an FA licence. The types of financial advisory service regulated under the FAA are listed in paragraph II of 1 The forms referred to in the SFR are set out at the Authority’s Internet website at http://www.mas.gov.sg (under “REGULATIONS AND FINANCIAL STABILITY”, “Regulations, Guidance and Licensing”, “Securities, Futures and Fund Management”, “Forms”, “Securities and Futures (Licensing and Conduct of Business). 3
--- Page 4 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Appendix 1. Persons who wish to apply for a new licence to provide any financial advisory services under the FAA should submit Form 1 under the FAR2. 2.3 Upon receipt of the application by the Authority, the applicant will receive instructions on how the application fee should be paid to the Authority. The application fee is non-refundable. Please refer to Appendix 2 for the applicable application fees in respect of the various types of licence applications. [Amended on 8 October 2021] 2.4 Upon approval of the licence application, the Authority will advise the applicant on the amount of licence fees payable. The applicant will also be issued an electronic licence (e-licence), which is accessible via CoRe system within MASNET (under “Corporate Lodgment” section). Licences issued do not expire. [Amended on 8 October 2021] 2.5 For payment of licence fees, the corporate licence holder concerned should pay the licence fees before the payment due date. Failing which, the Authority may, pursuant to regulation 6(3) of the SFR or regulation 6(3) of the FAR, as the case may be, impose a late payment fee of $100 for every day or part thereof that the payment is late, subject to a maximum of $3,000. [Amended on 8 October 2021] 2.6 Please refer to paragraph 4.2 for the computation of the licence fees to be paid for new licence applications.
3 Procedures for Application to Add New Regulated Activities or Additional Types of Capital Markets Products to an Existing CMS Licence, or to Provide Additional Type(s) of Financial Advisory Service or Investment Product Under an Existing FA Licence¶
3.1 Holders of a CMS licence who wish to apply to add one or more new regulated activities or additional type(s) of capital markets products to their existing CMS licence should submit Form 5 under the SFR. [Amended on 8 October 2018] 3.2 Licensed financial advisers who intend to provide: (a) additional type(s) of financial advisory service under their existing licences; or 2 The forms referred to in the FAR are set out at the Authority’s Internet website at http://www.mas.gov.sg (under “REGULATIONS AND FINANCIAL STABILITY”, “Regulations, Guidance and Licensing”, “Financial Advisers”, “Forms”). 4
--- Page 5 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees (b) additional type(s) of investment products in respect of the type of financial advisory service which they are authorised to provide, should submit Form 2 under the FAR. 3.3 The applicant should have an existing GIRO arrangement with the Authority for the payment of application and licence fees under the respective Acts. The non- refundable application fee will be deducted via GIRO from the bank account of the applicant. Please refer to Appendix 2 for the applicable application fees in respect of the various types of licence applications. 3.4 Upon approval of the application for additional regulated activity(ies) or type(s) of capital markets products to a CMS licence or additional type(s) of financial advisory service or investment product, the Authority will advise the CMS licence holder or licensed FA (as the case may be) on the amount of licence fees payable. [Amended on 8 October 2021] 3.5 A new e-licence reflecting the additional regulated activities or type(s) of financial advisory service or investment product will be issued. The new e-licence and its attendant conditions are accessible via CoRe system within MASNET (under “Corporate Lodgment” section), and will supersede the e-licence issued previously. The previous version of the e-licence is cancelled with immediate effect from the date on which the new e-licence is issued. The CMS licence holder or licensed FA (as the case may be) should take appropriate measures to retain and/or refer to the most current version of the e-licence. [Amended on 8 October 2018] 3.6 To streamline the annual licence fee collection process, the Authority will collect licence fees for CMS licence holders and licensed FAs in January of each year. For payment of licence fees via GIRO, the licence holder should ensure sufficient funds in its bank account for the GIRO deductions. In the event of a failure to make payment before the payment due date, the Authority may, pursuant to regulation 6(3) of the SFR and regulation 6(3) of the FAR, as the case may be, impose a late payment fee of $100 for every day or part thereof that the payment is late, subject to a maximum of $3,000. [Amended on 8 October 2021] 3.7 Please refer to paragraphs 4.1 to 4.3 for the computation of annual licence fees for CMS licence holders and licensed FAs.
4 Lodgment and Licence Fee Computations¶
4.1 Annual licence fees 4.1.1 The annual licence fee for each regulated activity is set out in Appendix 2. 5
--- Page 6 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees 4.1.2 A CMS licence holder will pay fixed annual fees that correspond to the types of regulated activities it undertakes, and the types of capital markets products that it deals in. Corporations engaging in two or more regulated activities, or dealing in two or more types of capital markets products, will have to pay the sum of all licence fees applicable for each regulated activity and, if it deals in capital markets products, each type of capital markets product to which its licence relates. [Amended on 8 October 2018] 4.1.3 A licensed financial adviser will pay a fixed annual licence fee, regardless of the number of different financial advisory services it provides. [Amended on 8 October 2018] 4.1.4 A CMS licence holder or a licensed financial adviser will also pay a variable fee of $5 per representative from the 101st representative onwards as at 1 January of the calendar year. This variable fee will also apply to persons exempted under section 99 of the SFA or section 23 of the FAA. This variable fee is calculated based on the total number of unique individuals who are representatives under the SFA and/or the FAA, as at 1 January of each calendar year (i.e. if a representative conducts activities under both the SFA and FAA, he will be counted as one individual). [Amended on 8 October 2018] Example 1A If a company has 101 representatives as at 1 January of that calendar year and conducts the following regulated activities: 1. dealing in capital markets products that are securities (as a member of SGX-ST); 2. advising on corporate finance; and 3. dealing in capital markets products that are exchange-traded derivatives contracts. According to Appendix 2, the total fee payable will be calculated as follows: Fixed fee for: - Dealing in Capital Markets Products that are Securities $8,000 (as a Member of SGX-ST) - Advising on Corporate Finance $4,000 - Dealing in Capital Markets Products that are Exchange- $2,000 traded Derivatives Contracts Variable fee of $5 per representative from the 101st $5*(101-100) representative onwards = $5 Total fee payable $14,005 [Amended on 8 October 2018] 6
--- Page 7 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Example 1B If a company has 100 representatives as at 1 January of that calendar year and provides the following financial advisory services: 1. advising others, either directly or through publications or writings, and whether in electronic, print or other form, concerning the following investment products: (i) collective investment schemes; and (ii) life policies (other than a contract of reinsurance); and 2. arranging of contracts of insurance in respect of life policies, other than a contract of reinsurance. According to Appendix 2, the total fee payable will be calculated as follows: Fixed fee for: - All Financial Advisory Services $2,000 Variable fee of $5 per representative from the 101st $5*(100-100) representative onwards = $0 Total fee payable $2,000 [Amended on 8 October 2018] 4.2 Pro-rated licence fee for new licence holders 4.2.1 For new licence holders that are not licensed on 1 January, the licence fee payable for the first calendar year of it being licensed is computed based on the pro- rated amount of the fixed annual licence fee for the period from the licence issue date to 31 December of the same year. Examples 2A and 2B shows the computation of the first year’s licence fee payable for a CMS licence holder and a licensed financial adviser respectively. [Amended on 8 October 2018] Example 2A A company conducts the following activities: 1. dealing in capital markets products that are securities (as a member of SGX-ST); 2. advising on corporate finance; and 3. dealing in capital markets products that are exchange-traded derivatives contracts. The company’s licence is issued on 5 March 2017. Licence fee details – Corporate CMS licence holder First issue date 5 March 2017 Annual fee $14,000 7
--- Page 8 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Pro-rated fee payable for first calendar year (for the period 5 $11,583.56 March 2017 – 31 December 2017, or for 302 days) Subsequent annual fee payable $14,000 + variable fee of $5 per representative from the 101st representative onwards as at 1 January of the calendar year [Amended on 8 October 2018] Example 2B A company provides the following financial advisory services: 1. advising others, either directly or through publications or writings, and whether in electronic, print or other form, concerning the following investment products: (i) collective investment schemes; and (ii) life policies (other than a contract of reinsurance); and 3. arranging of contracts of insurance in respect of life policies, other than a contract of reinsurance. The company’s licence is issued on 5 March 2017. Licence fee details – Licensed FA First issue date 5 March 2017 Annual fee $2,000 Pro-rated fee payable for the first calendar year (for the period $1,654.79 5 March 2017 – 31 December 2017, or for 302 days) Subsequent annual fee payable $2,000 + variable fee of $5 per representative from the 101st representative onwards as at 1 January of the calendar year. [Amended on 8 October 2018] 4.3 Pro-rated licence fee for additional regulated activity for CMS licence holders 4.3.1 Where a CMS licence holder adds a new regulated activity or a new type of capital markets products that it deals in to the licence, the licence fee for the additional activity or type of capital markets product is also pro-rated for the period from the issue date of the new licence (that reflects the additional regulated activity) to 31 December 8
--- Page 9 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees of the same year. Example 3 below shows the scenario where an existing CMS licence holder is granted approval to add a new regulated activity. [Amended on 8 October 2018] 4.3.2 For subsequent payment of annual licence fees, the annual fee of the additional regulated activity will be added to the existing annual fee. Example 3 A company is issued a CMS licence on 5 March 2017 to conduct the following activities: 1. dealing in capital markets products that are securities (as a member of SGX-ST); and 2. dealing in capital markets products that are exchange-traded derivatives contracts. The company decides to add a new activity to its licence to provide fund management, and a new licence is issued on 3 October 2018 when the new activity application is approved. Licence fee details – Corporate CMS licence holder Add new activity: fund management First Issue Date 5 March 2017 Date of licence issued with new activity 3 October 2018 Current annual fee (1 January 2017 to 31 December 2017) $10,000 Fee payable = $8,000 + $2,000 = $10,000 Annual fee for fund management activity $4,000 Pro-rated fee for new activity payable for remaining calendar (90/365) * $4,000 year (for the period 3 October 2018 to 31 December 2018, or = $986.30 for 90 days) Subsequent annual fee payable $14,000 + variable fee of $5 per representative from the 101st representative onwards as at 1 January of the calendar year. [Amended on 8 October 2018] 9
--- Page 10 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees
Section II: Representative Notification¶
5 Procedures for Notification of Representatives Under the SFA and FAA¶
5.1 Section 99H of the SFA and section 23H of the FAA require a principal intending to appoint an appointed, provisional or temporary3 representative in respect of any type of regulated activity or financial advisory service under the SFA or FAA to lodge a notification of intent with the Authority. 5.2 Principals who wish to appoint representatives or vary the activities of representatives for any regulated activities under the SFA and/or financial advisory services under the FAA should submit the following online notification via the Corporations and Representatives (“CoRe”) System. Notification type Corresponding Guidelines on Fees Computation (Paragraph no.) a Appointment of an appointed representative 6.1 & 6.2 b Addition of regulated activity(ies) or additional type(s) of 6.3 capital markets product(s) and/or to provide additional type(s) of financial advisory service(s) or investment product(s) c Appointment of a provisional representative 6.4 d Completion of examination requirement by a provisional 6.4 representative e Appointment of a temporary representative (under the SFA 6.5 only) f Change of particulars for a representative 6.6 g Cessation of a representative in any or all of the regulated 6.7 activities/ financial advisory services [Amended on 8 October 2018] 5.3 Based on the notification, the Authority will send an acknowledgement email to the principal of the representative and advise on the amount of lodgment fee, and applicable annual fee payable. The lodgment and annual fees are non-refundable. [Amended on 8 October 2021] 5.4 Fees are payable by a representative through his principal. The principal should have an existing GIRO arrangement with the Authority for the payment of lodgment and annual fees. The lodgment and annual fees will be deducted via GIRO from the 3 Appointment of a temporary representative is only applicable under the SFA. 10
--- Page 11 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees bank account of the principal. Please refer to Appendix 3 for the applicable lodgment and annual fees in respect of the various types of representative notifications. 5.5 To streamline the fee collection process, the Authority will collect annual fees for appointed representatives in January of each year. For payment of annual fees via GIRO, the principal concerned should ensure sufficient funds in its bank account for the GIRO deductions. In the event of a failure to make payment before the payment due date, the Authority may, pursuant to regulation 6(3) of the SFR and regulation 6(3) of the FAR, impose on the representative a late payment fee of $100 for every day or part thereof that the payment is late, subject to a maximum of $3,000. [Amended on 8 October 2021]
6 Fee Computations for Representatives¶
6.1 Lodgment and annual fees of appointed representatives 6.1.1 A lodgment fee is payable for the notification of intent to appoint a representative. The lodgment fee for each representative is payable only once by the representative, through his principal, as long as the appointed representative does not cease to act for the same principal. 6.1.2 An appointed representative will pay a single annual fee, regardless of the number of different activities he/she conducts, capital markets products he/she deals in, or services he/she provides under the same principal. The annual fee payable is set at the highest applicable fee for the range of regulated activities to be conducted, capital markets products to be dealt in, or services to be provided. [Amended on 8 October 2018] 6.1.3 If an appointed representative acts for two related principals, lodgment and annual fees are payable for his appointment under each principal. 6.1.4 The Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations as well as the Second Schedule to the Financial Advisers Regulations set out the fees for the lodgment and annual fees relevant to the appointment of an appointed representative. Such fees have been set out in Appendix 3 for ease of reference. Example 4 An appointed representative conducts the following regulated activities: 1. deals in capital markets products that are securities (where his principal company is a member of SGX-ST); and 2. deals in capital markets products that are exchange-traded derivatives contracts; 11
--- Page 12 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees According to Appendix 3, Lodgment fee payable = $200 Annual fee payable = the higher of $700 and $200 = $700 [Amended on 8 October 2018] Example 5 An appointed representative conducts the following regulated activities: 1. advising others, either directly or through publications or writings, and whether in electronic, print or other form, concerning the following investment products: (i) collective investment schemes; and (ii) life policies (other than a contract of reinsurance); and 2. arranging of contracts of insurance in respect of life policies, other than a contract of reinsurance. According to Appendix 3, Lodgment fee payable = $200 Annual fee payable = $100 [Amended on 8 October 2018] Example 6 An appointed representative conducts the following regulated activities: 1. deals in capital markets products that are securities (where his principal company is a member of SGX-ST); 2. deals in capital markets products that are exchange-traded derivatives contracts; 3. advises on securities; and 4. advises on exchange-traded derivatives contracts. According to Appendix 3, Lodgment fee payable = $200 Annual fee payable = the higher of $700, $200 and $100 = $700 [Amended on 8 October 2018] Example 7 An appointed representative of related companies, Company A and Company B conducts the following regulated activities: Under Company A: 1. deals in capital markets products that are securities (where his principal company, Company A, is a member of SGX-ST); and 2. deals in capital markets products that are exchange-traded derivatives contracts; 12
--- Page 13 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees According to Appendix 3, Lodgment Fee = $200 Annual Fee = higher of $700 or $200 = $700 Under Company B: 3. advises on securities; and 4. advises on exchange-traded derivatives contracts. According to Appendix 3, Lodgment Fee = $200 Annual Fee = $100 According to Appendix 3, the total will be: Lodgment fee payable = $200 for Company A + $200 for Company B = $400 Annual fee payable = the higher of $700 and $200 for Company A + $100 for Company B = $800 [Amended on 8 October 2018] 6.2 Pro-rated annual fee for appointed representatives 6.2.1 For a newly appointed representative, the annual fee payable in the first calendar year of his appointment is pro-rated. The amount of the annual fee payable will be computed based on the period from the date the representative’s appointment is reflected on the Public Register of Representatives, to 31 December of the same year. Example 8 shows the computation of the first annual fee payable for an appointed representative. Example 8 An appointed representative conducts the following regulated activities under the SFA and the FAA: 1. deals in capital markets products that are securities (where his principal company is a member of SGX-ST); 2. deals in capital markets products that are exchange-traded derivatives contracts; 3. advises on securities; and 4. advises on exchange-traded derivatives contracts. The representative’s appointment is reflected on the Public Register on 16 August 2017. Annual fee details – Appointed representative Appointment of representative Appointment date 16 August 2017 Lodgment fee payable $200 Pro-rated fee payable for the first calendar year (for the (138 / 365) * $700 = period 16 August 2017 – 31 December 2017, or for 138 days) $264.66 13
--- Page 14 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Annual fee payable for subsequent calendar years $700 [Amended on 8 October 2018] 6.3 Addition of regulated activities 6.3.1 No lodgment fee is applicable for notification of intent to add regulated activities or additional type(s) of capital markets products under the SFA, and/or to provide additional type(s) of financial advisory service or investment product under the FAA, if the representative remains with the same principal. [Amended on 8 October 2018] 6.3.2 For appointed representatives working under the same principal, there may or may not be additional annual fees payable upon the addition of a regulated activity. This depends on whether the current annual fee payable is the highest amount of the applicable annual fees for the regulated activities (including the newly added regulated activity) conducted by the representative. Example 9 below illustrates a scenario where an additional annual fee is payable. Example 10 illustrates a scenario where no additional annual fee is payable. Example 9 A representative of an SGX-ST member company is appointed to conduct the following activities: 1. dealing in capital markets products that are exchange-traded derivatives contracts; and 2. advising on exchange-traded derivatives contracts. The representative’s appointment is reflected on the Public Register of Representatives on 16 August 2017. The company lodges a notification of intent to add dealing in capital markets products that are securities and advising on securities to the representative’s appointment. The new activities are reflected in the Public Register of Representatives on 12 February 2018. Annual fee details – Appointed representative Add new activities: dealing in capital markets products that are securities (where the principal is a member of SGX-ST) and advising on securities Appointment date 16 August 2017 Date of variation of activities 12 February 2018 Lodgment fee payable $0 Current annual fee payable (The higher of $200 and $100) $200 New annual fee for dealing in capital markets products that are $700 securities (where the principal is a member of SGX-ST) and advising on securities = The higher of $700, $200 and $100 14
--- Page 15 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Increment in annual fee for new activities = Annual fee for $500 new activities - Annual fee for current activities = $700 - $200 Pro-rated additional annual fee payable for remaining calendar (323 / 365) * $500 year (for the period 12 February 2018 to 31 December 2018, or = $442.47 for 323 days) Annual fee payable for subsequent calendar years $700 [Amended on 8 October 2018] Example 10 A representative of an SGX-ST member company is appointed to conduct the following activities: 1. dealing in capital markets products that are securities; and 2. advising on securities. The representative’s appointment is reflected on the Public Register of Representatives on 16 August 2017. The company lodges a notification of intent to add dealing in capital markets products that are exchange-traded derivatives contracts and advising on exchange-traded derivatives contracts to the representative’s appointment. The new activities are reflected in the Public Register of Representatives on 12 February 2018. Annual fee details – Appointed representative Add new activities: dealing in capital markets products that are exchange-traded derivatives contracts and advising on exchange-traded derivatives contracts Appointment date 16 August 2017 Date of variation of activities 12 February 2018 Lodgment fee payable $0 Current annual fee payable $700 New annual fee after addition of activities in dealing in capital $700 markets products that are exchange-traded derivatives contracts and advising on exchange-traded derivatives contracts = The higher of $700, $200 and $100 Increment in annual fee for new activities = Annual fee for $0 new activities – Annual fee for current activities = $700 - $700 Pro-rated additional annual fee payable for remaining calendar $0 year (for the period 12 February 2017 to 31 December 2017, or for 323 days) Annual fee payable for subsequent calendar years $700 [Amended on 8 October 2018] 6.4 Lodgment and annual fees of provisional representatives 6.4.1 A lodgment fee is payable for the notification to appoint a provisional representative. 15
--- Page 16 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees 6.4.2 The provisional representative will be subject to an annual fee as if he was an appointed representative. The amount of annual fees payable will be computed based on the period from the date the representative’s appointment as reflected on the Public Register of Representatives, to 31 December of the same year. 6.4.3 Upon the provisional representative’s fulfilment of the examination requirements4 within the stipulated grace period, the principal of a provisional representative is required to lodge a notification for the completion of examination requirement to convert the provisional representative status to an appointed representative (the “conversion lodgment”). There is no fee for the conversion lodgment. 6.4.4 If a conversion lodgment is not received before the end of the stipulated grace period, the Authority will consider that the individual has ceased to act as a provisional representative. The annual fees paid are not refundable. An individual may only be appointed as a provisional representative once under the SFA and FAA even if he subsequently changes principal. Example 11 A company appoints Provisional Representative 1 to conduct the following activities: 1. fund management; and 2. advising on collective investment schemes. The representative’s appointment is reflected on the Public Register of Representatives on 3 March 2017. Annual fee details – Provisional representative Appointment date 3 March 2017 Lodgment fee payable $200 Pro-rated fee payable for the first calendar year (for the (304 / 365) * $200 = period 3 March 2017 – 31 December 2017, or for 304 days) $166.58 [Amended on 8 October 2018] Example 12 (a) - Successful Conversion to Appointed Representative The company lodges a notification for the completion of examination requirements by Provisional Representative 1 to convert the provisional representative status to an appointed representative on 30 May 2017. Annual fee details – Provisional representative Appointment date 3 March 2017 Conversion lodgment date (assume within stipulated grace period) 30 May 2017 4 Notice on Minimum Entry and Examination Requirements for Representatives of Holders of Capital Markets Services Licence and Exempt Financial Institutions [Notice No: SFA 04-N06]. 16
--- Page 17 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Lodgment fee payable $0 Pro-rated fee payable for the first calendar year $0 Annual fee payable for subsequent calendar years $200 [Amended on 8 October 2018] Example 12 (b) - Unsuccessful Conversion to Appointed Representative The company of Provisional Representative 1 did not lodge a notification for the completion of examination requirement by Provisional Representative 1 for the provisional representative by the end of the stipulated grace period. However, the company decides to re-appoint Representative 1 as an appointed representative on 9 September 2017. Annual fee details – Provisional representative Appointment date 3 March 2017 Ceased as provisional representative at the end of stipulated grace period as no notification for the completion of examination requirement was lodged. Appointment date 9 September 2017 Lodgment fee payable $200 Pro-rated fee payable for the first calendar year (for the period (114/365) * $200 = 9 September 2017 – 31 December 2017, or for 114 days) $62.47 Annual fee payable for subsequent calendar years $200 [Amended on 8 October 2018] 6.5 Lodgment and annual fees for temporary representatives 6.5.1 An individual may be appointed to act as a temporary representative to carry out one or more regulated activities under the SFA. 6.5.2 Each lodgment for the appointment of a temporary representative allows the individual to act for his principal for a period of 3 months. The temporary representative may submit a fresh lodgment for a further 3-month period if more time is required to complete the work assignment. A temporary representative will be allowed to act for his principal for a maximum period of 6 months within a 24-month period. 6.5.3 The lodgment fee for each 3-month appointment of a temporary representative is $200. In addition to the lodgment fee, a temporary representative fee is payable for each 3-month period. Please refer to Appendix 3 for the applicable temporary representative fees. [Amended on 8 October 2018] Example 13 A company appoints a temporary representative to conduct corporate finance advisory work in Singapore. 17
--- Page 18 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees The representative’s appointment is reflected on the Public Register on 14 July 2017. He is allowed to act for his principal from 14 July 2017 to 13 October 2017. The temporary representative intends to conduct regulated activities in Singapore on 15 July 2017, 18 August 2017 and 12 December 2017. As the representative is allowed to act for his principal only until 13 October 2017, a new lodgment must be submitted by the company for the representative to conduct regulated activities on 12 December 2017. The company submits a second lodgment to the Authority on 5 December 2017 for the appointment of Temporary Representative. The representative’s appointment is updated on the Public Register on 12 December 2017. Fee details – Temporary representative First Appointment Date 14 July 2017 Valid Period 14 July to 13 October 2017 Lodgment fee payable $200 Fee payable by temporary representative $200 Second Appointment Date 12 December 2017 Valid Period 12 December 2017 to 11 March 2018 Lodgment fee payable $200 Fee payable by temporary representative $200 [Amended on 8 October 2018] 6.6 Change of particulars by representatives 6.6.1 No lodgment fee is payable for the notification of a change in particulars of an appointed, provisional or temporary representative. 6.7 Cessation of activities by representatives 6.7.1 No lodgment fee is payable when the principal of an appointed, provisional or temporary representative submits a notification to cease part or all of the representative’s regulated activities/ financial advisory services. 6.7.2 Annual fees which have already been paid for the calendar year are non- refundable. The subsequent annual fee payable will be computed based on the highest amount of annual fees among all the remaining regulated activities (excluding the ceased regulated activity or financial advisory services). Example 14 A representative of an SGX-ST member company is appointed to conduct the following activities: 1. dealing in capital markets products that are securities; and 2. advising on securities. 18
--- Page 19 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees The representative’s appointment is reflected on the Public Register on 22 June 2017. The representative ceases to conduct dealing in capital markets products that are securities on 2 January 2018. Annual fee details – Appointed representative Activity ceased: dealing in capital markets products that are securities Appointment date 22 June 2017 Date of cessation of activity 2 January 2018 Lodgment fee payable $0 Current annual fee paid (1 January 2018 to 31 Dec 2018) $700 Subsequent annual fee payable (1 January 2019 to 31 December $100 2019) [Amended on 8 October 2018] 6.8 Lodgment and annual fees for change of principal 6.8.1 Where an appointed representative moves from principal A to principal B, principal A should submit a notification for the cessation of activities by the representative. Principal B should submit a new notification of intent to appoint the representative. A lodgment fee will be payable for the appointment of the representative by principal B. 6.8.2 Where an appointed representative moves from principal A to principal B within the same calendar year, fee credits will be given to the representative to offset the annual fee payable by principal B. The fee credits can only be utilised once within the same calendar year. Where the appointed representative’s new annual fee at principal B is higher than the annual fee at principal A, additional annual fee is payable. Example 15 illustrates a scenario where additional annual fee is payable. Example 16 illustrates a scenario where no additional annual fee is payable. [Amended on 8 October 2018] 6.8.3 The full annual fees are payable if the appointed representative only joins his new principal in the next calendar year. Example 17 illustrates such a scenario. Example 15 Company D appoints a representative to conduct the following activities: 1. fund management; and 2. advising on collective investment schemes. The representative’s appointment is reflected on the Public Register of Representatives on 15 September 2017. The representative leaves Company D on 1 December 2017. Company A (which is an SGX-ST company) appoints the same representative to conduct the following activities: 19
--- Page 20 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees 1. dealing in capital markets products that are securities; and 2. advising on securities. The representative’s appointment is reflected on the Public Register of Representatives on 2 December 2017. Annual fee details – Appointed representative - Change of principal Appointment date with Company D 15 September 2017 Lodgment fee payable by Company D $200 Pro-rated fee for the first calendar year (for the period 15 Sep (108 / 365) * $200 = 2017 – 31 Dec 2017, or for 108 days) $59.18 Subsequent annual fee payable $200 Join a new principal – appointment date with Company A 2 December 2017 Lodgment fee payable by Company A $200 New annual fee for dealing in capital markets products that $700 are securities and advising on securities = the higher of $700 and $200 Fee credit brought forward from Company D (for the period (31/365) * $200 = 1 Dec 2017 – 31 Dec 2017, or for 31 days) $16.99 Pro-rated annual fee at new principal for the first calendar (30 / 365) * $700 = year (for the period 2 December 2017 to 31 December 2017, $57.53 or for 30 days) Annual fee payable by Company A $57.53 - $16.99 = $40.54 Annual fee payable for subsequent calendar years $700 [Amended on 8 October 2018] Example 16 Company D appoints a representative to conduct the following activities: 1. fund management; and 2. advising on collective investment schemes. The representative’s appointment is reflected on the Public Register of Representatives on 15 September 2017. The representative leaves Company D on 1 December 2017. Company A (which is an SGX-ST company) appoints the representative to conduct the following activities: 1. fund management; and 2. advising on securities. The representative’s appointment is reflected on the Public Register of Representatives on 2 December 2017. 20
--- Page 21 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Annual fee details – Appointed representative - Change of principal Appointment date with Company D 15 September 2017 Lodgment fee payable by Company D $200 Pro-rated fee for the first calendar year (for the period 15 (108 / 365) * $200 = Sep 2017 – 31 Dec 2017, or for 108 days) $59.18 Subsequent annual fee payable $200 Join a new principal – appointment date with Company A 2 December 2017 Lodgment fee payable by Company A $200 New annual fee for dealing in capital markets products that $200 are securities and advising on securities = the higher of $200 and $200 Fee credit brought forward from Company D (for the (31/365) * $200 = period 1 Dec 2017 – 31 Dec 2017, or for 31 days) $16.99 Pro-rated annual fee at new principal for the first calendar (30 / 365) * $200 = year (for the period 2 December 2017 to 31 December $16.44 2017, or for 30 days) Annual fee payable by Company A ($16.44 - $16.99 = - $0 $0.55. No refund will be given if fee credit is higher than pro-rated annual fee.) Annual fee payable for subsequent calendar years $200 [Amended on 8 October 2018] Example 17 Company D appoints a representative to conduct the following activities: 1. fund management; and 2. advising on collective investment schemes. The representative’s appointment is reflected on the Public Register of Representatives on 15 September 2017. The representative leaves Company D on 1 December 2017. Company A (which is an SGX-ST company) appoints the representative to conduct the following activities: 1. fund management; and 2. advising on securities. The representative’s appointment is reflected on the Public Register of Representatives on 28 January 2018. Annual fee details – Appointed representative - Change of principal Appointment date with Company D 15 September 2017 Lodgment fee payable by Company D $200 Pro-rated fee for the first calendar year (for the period 15 (108 / 365) * $200 = Sep 2017 – 31 Dec 2017, or for 108 days) $59.18 21
--- Page 22 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Join a new principal – appointment date with Company A 28 January 2018 Lodgment fee payable $200 Pro-rated fee for the first calendar year (for the period 28 (338 / 365) * $200 = Jan 2018 – 31 Dec 2018, or for 338 days) $185.21 Annual fee payable for subsequent calendar years $200 [Amended on 8 October 2018] 22
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Appendix 1: Types of Regulated Activities¶
I Regulated Activities under the Securities and Futures Act (a) dealing in capital markets products that are; (i) securities; (ii) collective investment schemes; (iii) exchange-traded derivatives contracts; (iv) over-the-counter derivatives contracts; (v) spot foreign exchange contracts for the purposes of leveraged foreign exchange trading; (b) advising on corporate finance; (c) fund management; (d) real estate investment trust management; (e) product financing; (f) providing custodial services; and (g) providing credit rating services. [Amended on 8 October 2018] II Financial Advisory Services under the Financial Advisers Act (a) advising others, either directly or through publications or writings, and whether in electronic, print or other form, concerning the following investment products: (i) securities; (ii) collective investment schemes; (iii) exchange-traded derivatives contracts; (iv) over-the-counter derivatives contracts; (v) spot foreign exchange contracts for the purposes of leveraged foreign exchange trading (vi) spot foreign exchange contracts other than for the purposes of leveraged foreign exchange trading (vii) life policies (other than a contract of reinsurance); (viii) structured deposits as defined in the Financial Advisers (Structured Deposits – Prescribed Investment Product and Exemption) Regulations 2004; and (ix) other investment products as may be prescribed by the Authority, other than – (A) in the manner specified in paragraph II (b) of this Appendix; or (B) advising on corporate finance within the meaning of the Securities and Futures Act (Cap. 289); 23
--- Page 24 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees (b) advising others by issuing or promulgating research analyses or research reports, whether in electronic, print or other form, concerning the following investment products: (i) securities (other than collective investment schemes); (ii) collective investment schemes; (iii) exchange-traded derivatives contracts; (iv) over-the-counter derivatives contracts; (v) spot foreign exchange contracts for the purposes of leveraged foreign exchange trading (vi) spot foreign exchange contracts other than for the purposes of leveraged foreign exchange trading (vi) life policies (other than a contract of reinsurance); (vii) structured deposits as defined in the Financial Advisers (Structured Deposits – Prescribed Investment Product and Exemption) Regulations 2004; and (viii) other investment products as may be prescribed by the Authority; and (c) arranging of contracts of insurance in respect of life policies, other than a contract of reinsurance. [Amended on 8 October 2018] 24
--- Page 25 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees
Appendix 2: Application and Licence Fees¶
Application Fees for CMS Licence Form Purpose Accompanying Application Fee (S$) 1 Application for new CMS licence 1,000 5 Application for additional regulated 500 activity or type of capital markets product under a CMS licence [Amended on 8 October 2018] Application Fees for FA licence Form Purpose Accompanying Application Fee (S$) 1 Application for new FA licence 500 2 Application to provide additional type(s) 250 of financial advisory service or investment product under an existing FA licence Annual Licence Fees for Regulated Activities The sum of:- (1) A fixed fee in respect of each regulated activity or type of capital markets products conducted by a licensee as follows: Type of Regulated Activity Annual Fees for Companies (S$) Dealing in Capital Markets Products that are 8,000 Securities – Member of SGX-ST Dealing in Capital Markets Products that are 4,000 Securities – Non-Member of SGX-ST Dealing in Capital Markets Products that are 2,000 Units in a Collective Investment Scheme Dealing in Capital Markets Products that are 2,000 Exchange-traded Derivatives Contracts Dealing in Capital Markets Products that are 2,000 Over-the-counter Derivatives Contracts Dealing in Capital Markets Products that are Spot 2,000 Foreign Exchange Contracts for the Purposes of Leveraged Foreign Exchange Trading 25
--- Page 26 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Fund Management 4,000 Real Estate Investment Trust Management 4,000 Advising on Corporate Finance 4,000 Providing Credit Rating Services 4,000 Product Financing 2,000 Custodial Services 2,000 All Financial Advisory Services 2,000 [Amended on 8 October 2018] (2) A variable fee of $5 per representative from the 101st representative onwards as at 1 January, for licensees or persons exempted under section 99 of the SFA or section 23 of the FAA with more than 100 representatives. [Amended on 8 October 2018] 26
--- Page 27 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees
Appendix 3: Fees for Representatives Conducting Regulated Activities Under the SFA and/or the FAA¶
Lodgment Fees for Representatives Purpose Accompanying Lodgment Fee (S$) Appointment of an appointed, temporary or 200 provisional representative to carry out regulated activities under the SFA and/or the FAA Addition of regulated activities under the SFA Nil and / or the FAA Conversion of a provisional representative to an Nil appointed representative Change of particulars for an appointed, Nil provisional or temporary representative Cessation of regulated activities by an Nil appointed, provisional or temporary representative [Amended on 8 October 2018] Annual Fees for Appointed and Provisional Representatives Type of Regulated Activity Annual Fees for Representatives (S$) Dealing in Capital Markets Products that are 700 Securities – Member of SGX-ST Dealing in Capital Markets Products that are 200 Securities – Non-Member of SGX-ST Dealing in Capital Markets Products that are 200 Units in a Collective Investment Scheme Dealing in Capital Markets Products that are 200 Exchange-traded Derivatives Contracts Dealing in Capital Markets Products that are 200 Over-the-counter Derivatives Contracts Dealing in Capital Markets Products that are Spot 200 Foreign Exchange Contracts for the Purposes of Leveraged Foreign Exchange Trading Fund Management 200 REIT Management 200 Advising on Corporate Finance 200 Providing Credit Rating Services 200 All Financial Advisory Services 100 [Amended on 8 October 2018] 27
--- Page 28 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees Temporary Representative Fees for Temporary Representatives under the SFA Type of Regulated Activity Temporary Representative Fees (S$) Dealing in Capital Markets Products that are 700 Securities – Member of SGX-ST All other activities 200 [Amended on 8 October 2018] 28
--- Page 29 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees No. Scenario Relevant Lodgment Fee payable Annual Fee payable Act 1 Principal A lodged a notification to SFA √ √ appoint a representative under both SFA and FAA at the same time. FAA Waived Waived 2 Principal A lodged a notification to appoint SFA √ √ a representative under SFA. Subsequent to that, Principal A lodged FAA Waived Waived another notification to appoint the Note: The lodgment fee will representative under FAA within the same not be waived if the calendar year (while the representative representative has already remained as a representative with Principal ceased as appointed A under SFA). representative under SFA at the point when the notification to appoint him under FAA is lodged. 3 Principal A lodged a notification to appoint FAA √ √ a representative under FAA. Subsequent to that, Principal A lodged SFA Waived As annual fees under SFA another notification to appoint the are higher than that under representative under SFA within the same Note: The lodgment fee will FAA, the principal needs to calendar year (while the representative not be waived if the top-up the pro-rated remained as a representative with Principal representative has already difference. A under FAA). ceased as appointed representative under FAA at For subsequent years, only the point when the notification the annual fee under SFA is to appoint him under SFA is payable. lodged. 29
--- Page 30 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees 4 Principal A lodged a notification to appoint SFA or √ √ a representative under SFA or FAA. FAA Principal A lodged a notification of SFA or Waived (if annual fee cessation of the representative. FAA payable for the representative’s first Subsequently, Principal A lodged a new appointment is the same as notification to appoint the same that for his subsequent representative again under the same Act appointment.) within the same calendar year. √ If the annual fee payable for the subsequent appointment is higher than that for the first, Principal A needs to top-up the pro- rated difference. 5 Principal A lodged a notification to appoint FAA √ √ a representative under FAA. The representative resigned from Principal SFA √ As annual fees under SFA A and joins Principal B. are higher than that under FAA, the principal needs to Principal B lodged a new notification to top-up the pro-rated appoint the same representative under SFA difference. within the calendar year of his earlier appointment under FAA. For subsequent years, only the annual fee under SFA is payable. 30
--- Page 31 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees 6 Principal A lodged a notification to appoint SFA √ √ a representative under SFA. The representative resigned from Principal FAA √ Waived A and joins Principal B. Principal B lodged a new notification to appoint the same representative under FAA within the calendar year of his earlier appointment under SFA. 7 Principal A lodged a notification to appoint FAA √ √ a representative under FAA. The representative resigned from Principal FAA √ Waived A and joins Principal B. Principal B lodged a new notification to appoint the same representative under FAA within the calendar year of his earlier appointment by Principal A. 31
--- Page 32 --- Guidelines on Licence Applications, Representative Notification and Payment of Fees 8 Principal A lodged a notification to appoint SFA √ √ a representative under SFA. The representative resigned from Principal SFA √ Waived (if annual fee A and joins Principal B. payable for the regulated activities conducted with Principal B lodged a new notification to Principal A is the same as appoint the same representative under SFA that with Principal B) within the calendar year of his earlier appointment by Principal A. If the annual fee payable for the regulated activities conducted with Principal B is higher than that with Principal A, Principal B needs to top-up the pro- rated difference. 9 Principal A lodged a notification to appoint SFA or √ √ a representative under SFA or FAA. FAA Principal B, which is a related corporation SFA or √ √ of Principal A, lodged another notification FAA to appoint the same representative under SFA or FAA. 32