Guidelines on Fit and Proper Criteria (FSG-G01)¶
--- Page 1 --- GUIDELINES ON FIT AND PROPER CRITERIA GUIDELINE NO: FSG-G01
--- Page 2 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 Application of Guidelines These Guidelines set out the fit and proper criteria applicable to all relevant persons in relation to the carrying out of any activity regulated by the Monetary Authority of Singapore [“MAS”] under any written law [“relevant legislation”]. 2 MAS expects a relevant person to be competent, honest, to have integrity and to be of sound financial standing. This provides MAS with the assurance that the relevant person is willing and able to fulfil its or his obligations under any written law. This also underpins our requirements that the relevant person performs the activities regulated under the relevant legislation efficiently, honestly, fairly and acts in the best interests of its or his stakeholders and customers. 3 The onus is on each relevant person to establish that it or he is a fit and proper person rather than for MAS to show otherwise. Where a relevant person is required under the relevant legislation to ensure that another relevant person is fit and proper, the onus is on the former to establish to the satisfaction of MAS that the latter is fit and proper. As different appointments and designations entail different responsibilities, these Guidelines would be applied in a manner and to the extent that is suitable to the circumstances. MAS will consider the nature of the responsibilities of the relevant person in determining the relative emphasis and standard that should be expected of the relevant person. [Amended on 26 November 2010] 4 When assessing an application for the appointment of a relevant person to senior or critical functions, MAS may, in addition to the fit and proper criteria set out in these Guidelines, consider other factors that may be relevant, such as whether the relevant person has a good standing in the profession in respect of which the application is submitted. If the relevant person fails to satisfy MAS that it or he is fit and proper, MAS 2
--- Page 3 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 may refuse the person’s application, revoke the person’s authorisation or exemption, or take other appropriate regulatory action, as may be applicable and necessary. Application of Guidelines in relation to the issuance of prohibition orders under section 7(1) of the Financial Services and Markets Act 2022 [“FSMA”] 4A As stated in section 7(1) of the FSMA, a prohibition order may be issued if MAS is satisfied that the person is not a fit and proper person in accordance with these Guidelines to carry out any one or more of the roles, activities and functions mentioned in section 7 of the FSMA. MAS will assess whether the person is not fit and proper in accordance with the Fit and Proper Test set out in these Guidelines. This is a factual inquiry taking into account the criteria (as applicable) mentioned in paragraphs 9 to 16 of these Guidelines. [Amended on 31 July 2024] 5 These Guidelines provide general guidance, and are not intended to be comprehensive nor replace or override any legislative provisions. They should be read in conjunction with the provisions of the relevant legislation, the subsidiary legislation made under the relevant legislation, as well as written directions, notices, codes and other guidelines that MAS may issue from time to time pursuant to the relevant legislation and subsidiary legislation. Definitions 6 For the purposes of these Guidelines: “Appointed Actuary” means an actuary appointed by a licensed insurer under section 31 of the Insurance Act (Cap. 142) [“lA”]; [Amended on 24 July 2024] 3
--- Page 4 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 “appointed representative” has the same meaning as in section 2(1) of the SFA or section 2(1) of the FAA, as the case may be; [Amended on 26 November 2010] “authorisation” means — (a) an approval as an approved exchange under section 8(1) of the Securities and Futures Act (Cap. 289) [“SFA”] respectively; (b) a recognition as a recognised market operator under section 8(2) of the SFA; (c) a licensing as a licensed trade repository under section 46E(1) of the SFA; (d) a licensing as a licensed foreign trade repository under section 46E(2) of the SFA; (e) an approval as an approved clearing house under section 51(1)(a) of the SFA; (f) a recognition as a recognised clearing house under section 51(1)(b) or 51(2) of the SFA; (g) an approval as an approved holding company under section 81W of the SFA; (h) a licensing as a holder of a capital markets services [“CMS”] licence under section 82(1) of the SFA; (i) a licensing as a licensed financial adviser [“FA”] under section 6(1) of the Financial Advisers Act (Cap. 110) [“FAA”]; (j) a registration as an insurance broker under section 76 of the IA; (k) an approval as an approved MAT insurance broker, an approved general reinsurance broker or an approved life reinsurance broker under regulation 4 of the Insurance (Approved Marine, Aviation and Transit Insurance Brokers and Approved Reinsurance Brokers) Regulations (Rg 14); (l) an approval as an approved MAT insurer under regulation 5 of the Insurance (Approved Marine, Aviation and Transit Insurers) Regulations (Rg 15); (m) an authorisation as a general reinsurer or life reinsurer under section 42 of the IA; (n) a registration to establish a representative office under section 9 of the IA; 4
--- Page 5 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (o) a licensing as a licensed trust company [“TC”] under section 3(1) of the Trust Companies Act (Cap. 336) [“TCA”]; (p) a registration of a fund management company registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations [“SFR(LCB)”]; (q) an approval as a trustee under section 289(1) of the SFA; (r) an authorisation as an authorised benchmark administrator under section 123F(1) of the SFA; (s) an authorisation as an authorised benchmark submitter under section 123ZE(1) of the SFA; (t) a designation as a designated benchmark submitter under section 123ZI of the SFA; (u) a licensing as a holder of a licence under the Payment Services Act 2019 [“PS Act”]; (v) an approval as a 20% controller of a licensee under section 28(1) of the PS Act; (w) an approval as a 5% controller, 12% controller, 20% controller or indirect controller of an operator of a designated payment system, under section 59(1) of the PS Act; (x) an approval under section 59(2) of the PS Act; (y) an approval as a chief executive officer or director of an operator of a designated payment system, under section 65(1) of the PS Act. (z) a licensing as a holder of a licence under section 137(1) or (3) of the Financial Services and Markets Act 2022 [“FSMA”]; (aa) an approval as a 20% controller of a licensee under section 149(1) of the FSMA; (bb) an approval as a chief executive officer, director, partner or manager of a licensee, under section 155(1)(a), (b) or (c) of the FSMA. [Amended on 6 March 2014] [Amended on 3 September 2015] [Amended on 8 October 2018] [Amended on 28 January 2020] 5
--- Page 6 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 [Amended on 30 May 2025] “broking staffs’, in relation to an insurance broker, means any employee of the insurance broker or any other person who is authorised by the insurance broker to act on its behalf to provide technical advice to any client of the insurance broker in respect of— (a) insurance policies relating to general business and long-term accident and health policies, other than insurance policies relating to reinsurance business; or (b) reinsurance of liabilities under insurance policies relating to life or general business; “business rules” has the same meaning as in section 2(1) of the SFA; “Certifying Actuary” means an actuary approved by MAS under section 35 of the IA; [Amended on 31 July 2024] “connected person” has the same meaning as in section 2(1) of the SFA or section 2(1) of the FAA, as the case may be; [Amended on 26 November 2010] “executive officer” has the same meaning as in section 2(1) of the BA; [Amended on 31 July 2024] “exempt entity” means: (a) a person exempt from the requirement to hold a CMS licence under paragraph 3(1)(d), 3A(1)(d) or 7(1)(b) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10) [“SFR(LCB)”]; or 6
--- Page 7 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (b) a person exempt from holding an FA licence under regulation 27(1)(d) of the Financial Advisers Regulations (Rg 2) [“FAR”]; [Amended on 26 November 2010] [Amended on 7 August 2012] [Amended on 8 October 2018] “exempt financial institution” means: (a) a financial institution exempt from the requirement to hold a CMS licence under section 99(1)(a), (b), (c), (d), (f) or (g) of the SFA; (b) a financial institution exempt from holding an FA licence under section 20(1)(a), (b), (c), (d), (e) or (f) of the FAA; (c) a financial institution exempt from registration as an insurance broker under section 92(1)(a), (b), (c), (d), (e) or (f) of the IA; (d) a financial institution exempt from holding a TC licence under section 15(1)(a), (b) or (c) of the TCA, or regulation 4(1)(j) of the Trust Companies (Exemption) Regulations (Rg 1); (e) a financial institution exempt from authorisation as an authorised benchmark submitter under section 123ZH(1)(a), (b), (c), (d), (e), (f), (g), (h) or (i) of the SFA; or (f) an exempt payment service provider under the PS Act. [Amended on 8 October 2018] [Amended on 28 January 2020] [Amended on 31 July 2024] “exempt person” means: (a) a person exempt from the requirement to hold a CMS licence under paragraph 3(1)(d), 3A(1)(d) or 7(1)(b) of the Second Schedule to the SFR(LCB); (b) a key officer of a person referred to in paragraph (a); (c) a substantial shareholder or an equivalent person of a person referred to in paragraph (a); 7
--- Page 8 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (d) a person (other than a person referred to in paragraph (b) or (c)) acting alone or together with any connected person, who – (i) controls, directly or indirectly, not less than 20% of the voting power or such equivalent decision-making power in the person referred to in paragraph (a); or (ii) acquires or holds, directly or indirectly, not less than 20% of the issued shares or such equivalent share of ownership of the person referred to in paragraph (a); (e) a person exempt from holding an FA licence under regulation 27(1)(d) of the FAR; (f) a key officer of a person referred to in paragraph (e); (g) a substantial shareholder or an equivalent person of a person referred to in paragraph (e); (h) a person (other than a person referred to in paragraph (f) or (g)) acting alone or together with any connected person, who – (i) controls, directly or indirectly, not less than 20% of the voting power or such equivalent decision-making power in the person referred to in paragraph (e); or (ii) acquires or holds, directly or indirectly, not less than 20% of the issued shares or such equivalent share of ownership of the person referred to in paragraph (e); [Amended on 26 November 2010] [Amended on 7 August 2012] [Amended on 8 October 2018] “head of treasury”, in relation to a financial institution, means any person by whatever name described who – (a) is in the direct employment of, or acting for or by arrangement with, the financial institution; and 8
--- Page 9 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (b) is principally responsible for the management and conduct of the treasury operations of the financial institution; [Amended on 31 July 2024] “institution”, in relation to a relevant person whose activity is regulated by MAS under the FAA, the IA, the PS Act, the SFA or the FSMA, means: (a) an approved exchange; (b) a recognised market operator; (c) an approved clearing house; (d) a recognised clearing house; (e) a licensed trade repository; (f) a licensed foreign trade repository; (g) an approved holding company; (h) a holder of a CMS licence; (i) a licensed FA; (j) a registered insurance broker; (k) an approved MAT insurance broker; (l) an approved general reinsurance broker; (m) an approved life reinsurance broker; (n) a licensed TC; (o) a fund management company registered under paragraph 5(1)(i) of the Second Schedule to the SFR(LCB); (p) an approved trustee; (q) an authorised benchmark administrator; (r) an authorised benchmark submitter; (s) a designated benchmark submitter; (t) a licensee under the PS Act; (u) an operator of a designated payment system under the PS Act; (v) a settlement institution of a designated payment system under the PS Act; or 9
--- Page 10 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (w) a digital token service provider – (i) that is a partnership licensed under section 137(1) of the FSMA; or (ii) that is a Singapore corporation licensed under section 137(3) of the FSMA. [Amended on 6 March 2014] [Amended on 3 September 2015] [Amended on 8 October 2018] [Amended on 28 January 2020] [Amended on 30 May 2025] “key officer”, in relation to an exempt person, means: (a) a director or an equivalent person; or (b) a chief executive officer or an equivalent person; “material risk personnel” refer to individuals who have the authority to make decisions or conduct activities that can significantly impact the financial institution’s safety and soundness, or cause harm to a significant segment of the financial institution’s customers or other stakeholders; [Amended on 31 July 2024] “person having control” : (a) in relation to an approved MAT insurance broker, an approved general reinsurance broker or an approved life reinsurance broker, is as defined in section 44(9) of the IA read with regulation 16(2) of the Insurance (Approved Marine, Aviation and Transit Insurance Brokers and Approved Reinsurance Brokers) Regulations (Rg 14); (b) in relation to an authorised reinsurer, is as defined in section 44(9) of the IA; 10
--- Page 11 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (c) in relation to a representative office, shall have the same meaning as in section 44(9) of the IA as though the references to authorised reinsurer were references to a registered person as defined in section 9(9) of the IA; and (d) in relation to an approved MAT insurer, shall have the same meaning as in section 44(9) of the IA as though references to authorised reinsurer were references to an approved MAT insurer; [Amended on 31 July 2024] “prohibition order” means a prohibition order made under section 7(1) of the FSMA; [Amended on 26 November 2010] “provisional representative” has the same meaning as in section 2(1) of the SFA or section 2(1) of the FAA, as the case may be; [Amended on 26 November 2010] “public register of representative” has the same meaning as in section 2(1) of the SFA or section 2(1) of the FAA, as the case may be; [Amended on 26 November 2010] “relevant person” means: (a) in relation to a bank incorporated in Singapore that is licensed by MAS under the Banking Act (Cap. 19): (i) a substantial shareholder; (ii) a person who enters into any agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares. For the purpose of this paragraph, a person has an interest in any share if the person has an interest in the share as described in section 15A(5) of the BA; 11
--- Page 12 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (iii) a director; (iv) a chief executive or deputy chief executive; (v) a chief financial officer; (vi) a chief risk officer; (vii) head of treasury; (viii) material risk personnel; (ix) any other executive officer; (x) any other person with responsibilities or functions similar to a director; or (xi) a 12% controller, a 20% controllers, or an indirect controller, each having the meaning set out under section 15B of the BA, of the bank or merchant bank, as the case may be; [Amended on 31 July 2024] (b) in relation to a bank or merchant bank incorporated outside Singapore that is licensed by MAS under the BA: (i) a chief executive or deputy chief executive; (ii) head of treasury; (iii) material risk personnel; or (iv) any other executive officer, of the bank or merchant bank, as the case may be; [Amended on 31 July 2024] (c) in relation to a finance company licensed by MAS under the Finance Companies Act 1967 [“FCA”]: (i) a substantial shareholder; (ii) a person that enters into any agreement to acquire shares by virtue of which the person would, if the agreement is carried out, acquire a substantial shareholding in a finance company that is incorporated in Singapore. For the purposes of this paragraph, references to an agreement by which a person would acquire a substantial shareholder in 12
--- Page 13 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 a finance company, a person offering to acquire interests in shares and a person having an interest in shares, and substantial shareholding are as described in section 12(2) of the FCA; (iii) a director; (iv) a chief executive or deputy chief executive; (v) a chief financial officer; (vi) material risk personnel; (vii) any other executive officer; or (viii) any other person with responsibilities or functions similar to a director, (ix) a person who obtains effective control or control of a finance company, as defined by sections 10 and 11 of the FCA respectively, of the finance company; [Amended on 31 July 2024] (d) in relation to a person whose activity is regulated by MAS under the FAA: (i) a substantial shareholder or an equivalent person of a licensed FA; (ii) a licensed FA; (iii) an appointed or provisional representative under the FAA; (iv) a chief executive officer, director or an equivalent person of a holder of a FA licence; (v) an exempt financial institution or its representatives; (vi) an exempt person or its representatives; (vii) a person for which an application for authorisation has been made to MAS under the applicable provision in the FAA; (e) in relation to a person whose activity is regulated by MAS under the IA: (i) a substantial shareholder of a licensed insurer; (ii) a person who enters into any agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition, holding or exercise of rights in relation to, their interests in voting shares of an aggregate of 5% or more of the 13
--- Page 14 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 total votes attached to all voting shares in a licensed insurer. For the purposes of this paragraph, a person holds or has an interest in a share if the person holds, or has an interest in, the share as described in section 27(9) of the IA; (iii) a registered insurance broker; (iv) a substantial shareholder of a registered insurance broker; (v) a broking staff of a registered insurance broker; (vi) a chief executive officer, or director of a registered insurance broker; (vii) a chief executive, deputy chief executive or director of a licensed insurer; (viii) any other person with responsibilities or functions similar to a director of a licensed insurer; (ix) an Approved Actuary; (x) a Certifying Actuary; (xi) a chief financial officer; (xii) a chief risk officer; (xiii) material risk personnel; (xiv) any other executive officer; (xv) a chief executive officer, or director of the administrator as defined in the Insurance (Lloyd’s Asia Scheme) Regulations; (xvi) a chief executive officer, or director of a Service Company registered with the administrator under the Insurance (Lloyd’s Asia Scheme) Regulations; (xvii) a Singapore representative whom the representative office has appointed to be responsible for the activities of the representative office in Singapore; (xviii) an exempt financial institution or its broking staff; (xix) a person for which an application for authorisation has been made to MAS under the applicable provision in IA; 14
--- Page 15 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (xx) a person having effective control of a licensed insurer as defined under section 26(7) of the IA; (xxi) a person having control of an approved MAT insurer, an authorised reinsurer, or a registered person as defined under section 9(9) of the IA; or (xxii) a person having control of an approved MAT insurance broker, an approved general reinsurance broker or an approved life reinsurance broker; [Amended on 31 July 2024] (f) in relation to a person whose activity is regulated by MAS under the PS Act: (i) a licensee; (ii) a director of a licensee; (iii) a chief executive officer or deputy chief executive officer of a licensee; (iv) a chief financial officer of a licensee; (v) head of treasury of a licensee; (vi) any other officer of the licensee by whatever name described, who has responsibilities or functions similar to any of the persons referred to in sub-paragraph (iii) or (v); (vii) an employee of a licensee; (viii) a partner of a licensee; (ix) a 5% controller, 12% controller, 20% controller or indirect controller of a licensee; (x) an exempt payment service provider; (xi) a person for which an application for authorisation has been made to MAS under the applicable provision in the PS Act. [Amended on 31 July 2024] (g) in relation to a person whose activity is regulated by MAS under the SFA: (i) a substantial shareholder or an equivalent person of a holder of a CMS licence, an approved exchange, a recognised market operator, a licensed 15
--- Page 16 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company; (ii) a holder of a CMS licence; (iii) an appointed, provisional or temporary representative under the SFA (iv) an approved exchange; (v) a recognised market operator; (vi) a licensed trade repository; (vii) a licensed foreign trade repository; (viii) an approved clearing house; (ix) a recognised clearing house; (x) an approved holding company; (xi) a chief executive officer, director or key person stated in a notice under section 28(2), 46V(2), 71(2) or 81ZF(3) of the SFA, of an approved exchange, a licensed trade repository, an approved clearing house or an approved holding company; (xii) a chief executive officer, director or an equivalent person of a holder of a CMS licence; (xiii) a chief executive officer, or director of a recognised market operator; (xiv) a chief executive officer, or director of a licensed foreign trade repository; (xv) a chief executive officer, or director of a recognised clearing house; (xvi) an exempt financial institution or its representatives; (xvii) an exempt person or its representatives; (xviii) a person for which an application for authorisation has been made to MAS under the applicable provision in the SFA; (xix) a fund management company registered under paragraph 5(1)(i) of the Second Schedule to the SFR(LCB) and its chief executive officer, director or an equivalent person; 16
--- Page 17 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (xx) a trustee approved by MAS under section 289(1) of the SFA and its officers; (xxi) an authorised benchmark administrator; (xxii) an authorised benchmark submitter; (xxiii) a designated benchmark submitter; (xxiv) a chief executive officer or director of an authorised benchmark administrator, authorised benchmark submitter or designated benchmark submitter; (xxv) a representative of an authorised benchmark administrator, authorised benchmark submitter or designated benchmark submitter; (xxvi) a member of the oversight committee of an authorised benchmark administrator or exempt benchmark administrator under regulation 8 of the Securities and Futures (Financial Benchmarks) Regulations 2018; [Amended on 6 March 2014] [Amended on 3 September 2015] [Amended on 8 October 2018] [Amended on 28 January 2020] (h) in relation to a credit card or charge card issuer licensed under section 57B of the BA: (i) a director; or (ii) a chief executive or deputy chief executive; (iii) any other executive officer; (iv) material risk personnel; or (v) any person with responsibilities or functions similar to a director, of the charge card or charge card issuer; [Amended on 31 July 2024] (i) in relation to an operator of a payment system designated under section 42 of the PS Act: 17
--- Page 18 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (i) transferee as defined in section 55 of the PS Act; (ii) a 5% controller, a 12% controller, a 20% controller or an indirect controller of the operator; (iii) a party to an agreement or arrangement described in section 59(2); (iv) a chief executive officer of the operator; (v) a director of the operator; or (vi) an executive officer of the operator; (ja) in relation to a settlement institution of a payment system designated under section 42 of the PS Act: (i) transferee as defined in section 55 of the PS Act; (ii) a director of the settlement institution; (iii) an executive officer of the settlement institution; (j) in relation to a TC licensed by MAS under the TCA: (i) a licensed TC; (ii) a controller; (iii) a director; (iv) a resident manager; or (v) a substantial shareholder, of the trust company; [Amended on 26 November 2010] [Amended on 8 October 2018] [Amended on 28 January 2020] (k) in relation to a financial holding company [“FHC”] designated under section 4 of the Financial Holding Companies Act 2013 [“FHC Act”]: (i) a substantial shareholder; (ii) a person who enters into any agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition, holding or disposal of, or the exercise of 18
--- Page 19 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 rights in relation to, their interests in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a designated FHC. For these purposes, a person has an interest in any share in the person has an interest in the share as described in section 13(5) or 20(6) of the FHC Act; (iii) a director; (iv) a chief executive or deputy chief executive; (v) a chief financial officer; (vi) a chief risk officer; (vii) head of treasury; (viii) material risk personnel; (ix) any other executive officer; (x) any other person with responsibilities or functions similar to a director; or (xi) a 12% controller, a 20% controller, or an indirect controller, each having its meaning under section 11(2) of the FHC Act, of the FHC; [Amended on 31 July 2024] (l) in relation to a relevant financial institution as defined in section 39 of the FSMA, a transferee under section 46(3) of the FSMA; (m) in relation to a pertinent financial institution as defined in section 58 of the FSMA: (i) a transferee that will become a significant shareholder under section 75(9) of the FSMA; or (ii) a subscriber that will become a significant shareholder under section 78(10) of the FSMA; 19
--- Page 20 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (n) in relation to a Division 6 FI or a resulting FI as defined in section 80 of the FSMA, a person that becomes a significant shareholder under section 87(5) of the FSMA; [Amended on 31 July 2024] (o) in relation to MAS’ issuance of prohibition orders: any person to whom a prohibition order may be issued. [Amended on 26 November 2010] [Amended on 8 October 2018] [Amended on 28 January 2020] [Amended on 31 July 2024] (p) in relation to a digital token service provider licensed by MAS under section 137(1) or (3) the FSMA: (i) a licensee; (ii) a director of a licensee; (iii) a chief executive officer or deputy chief executive officer of a licensee; (iv) a chief financial officer of a licensee; (v) Head of Treasury of a licensee; (vi) any other officer of the licensee by whatever name described, who has responsibilities or functions similar to any of the persons referred to in sub-paragraph (iii) or (v); (vii) an employee of a licensee; (viii) a partner of a licensee; (ix) a manager of a licensee; or (x) a 5% controller, 12% controller, 20% controller or indirect controller of a licensee; [Amended on 30 May 2025] 20
--- Page 21 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 “temporary representative” has the same meaning as in section 2(1) of the SFA. [Amended on 26 November 2010] 7 The expressions used in these Guidelines shall, except where expressly defined in these Guidelines, have the same meanings as in the applicable Acts in which the expressions are referred to or used. [Amended on 26 November 2010] Fit and Proper Test 8 The criteria for considering whether a relevant person is fit and proper include but are not limited to the following: a. honesty, integrity and reputation; b. competence and capability; (c) financial soundness. [Amended on 26 November 2010] 9 The failure by a relevant person to meet any one of the criteria set out in paragraph 8 may not lead to an automatic refusal of an application; refusal to enter his name or any additional regulated activity or financial advisory services in the public register of representatives; revocation of an authorisation; revocation of the status of an appointed, provisional or temporary representative; issuance of a prohibition order; or withdrawal of an exemption or other regulatory action by MAS. The significance and relevance of a relevant person failing to meet or to satisfy MAS that the relevant person meets a specific criteria depends on: a. the seriousness of, and surrounding circumstances resulting in, the relevant person not meeting the specific criteria; b. the relevance of the failure by the relevant person to meet the specific criteria to the duties that are, or are to be, or might be performed and the responsibilities that are, or are to be, assumed by the relevant person; and 21
--- Page 22 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 c. the passage of time since the failure by the relevant person to meet the specific criteria. [Amended on 26 November 2010] [Amended on 31 July 2024] 10 In the case where the relevant person is an institution, to establish that it is fit and proper, an institution should satisfy MAS that: a. all of its substantial shareholders or partners, as the case may be, meet the fit and proper criteria of these Guidelines; b. each of its directors and chief executive officer, and in the case of limited liability partnerships, managers, or equivalent persons, meet the fit and proper criteria of these Guidelines; and c. it has in place appropriate recruitment policies, adequate internal control systems and procedures that would reasonably ensure that the persons that it employs, authorizes or appoints to act on its behalf, in relation to its conduct of the activity regulated under the relevant legislation, meet the fit and proper criteria of these Guidelines. [Amended on 26 November 2010] [Amended on 30 May 2025] 11 In the case where the relevant person is an exempt financial institution, to establish that it is fit and proper, the exempt financial institution should have in place appropriate recruitment policies, adequate internal control systems and procedures that would reasonably ensure that the persons that it employs, authorises or appoints to act on its behalf, in relation to its conduct of the activity regulated under the relevant legislation, meet the fit and proper criteria of these Guidelines. [Amended on 26 November 2010] [Amended on 28 January 2020] 22
--- Page 23 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 12 In the case where the relevant person is an exempt entity or a fund management company registered under paragraph 5(1)(i) of the Second Schedule to the SFR(LCB), to establish that it is fit and proper, an exempt entity or a registered fund management company should satisfy MAS that: a. all of its substantial shareholders or equivalent persons and persons who: i. control, directly or indirectly, not less than 20% of the voting power or such equivalent decision-making power in the exempt entity; or ii. acquire or hold, directly or indirectly, not less than 20% of the issued shares or such equivalent share of ownership of the exempt entity; meet the fit and proper criteria of these Guidelines; b. each of its key officers meet the fit and proper criteria of these Guidelines; and c. it has in place appropriate recruitment policies, adequate internal control systems and procedures that would reasonably ensure that the persons that it employs, authorises or appoints to act on its behalf, in relation to its conduct of the activity regulated under the relevant legislation, meet the relevant fit and proper criteria of these Guidelines. [Amended on 26 November 2010] [Amended on 7 August 2012] Honesty, Integrity and Reputation 13 The factors set out in the following paragraphs are relevant to the assessment of the honesty, integrity and reputation of a relevant person. The factors include but are not limited to whether the relevant person: (a) has been refused the right or restricted in its or his right to carry on any trade, business or profession for which a specific license, registration or other authorisation is required by law in any jurisdiction; 23
--- Page 24 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 (b) has been issued a prohibition order under any Act administered by MAS or has been prohibited from operating in any jurisdiction by any financial services regulatory authority; (c) has been censured, disciplined, suspended or refused membership or registration by MAS, any other regulatory authority, an operator of a market, trade repository or clearing facility, any professional body or government agency, whether in Singapore or elsewhere; (d) has been the subject of any complaint made reasonably and in good faith, relating to activities that are regulated by MAS or under any law in any jurisdiction; (e) has been the subject of any proceedings of a disciplinary or criminal nature or has been notified of any potential proceedings or of any investigation which might lead to those proceedings, under any law in any jurisdiction; (f) has been convicted of any offence, or is being subject to any pending proceedings which may lead to such a conviction, under any law in any jurisdiction; (g) has had any judgment (in particular, that associated with a finding of fraud, misrepresentation or dishonesty) entered against the relevant person in any civil proceedings or is a party to any pending proceedings which may lead to such a judgment, under any law in any jurisdiction; (h) has accepted civil liability for fraud or misrepresentation under any law in any jurisdiction; (i) has had any civil penalty enforcement action taken against it or him by, or has entered into a civil penalty settlement with, MAS or any other regulatory authority under any law in any jurisdiction; [Amended on 31 July 2024] (j) has contravened, is contravening, or is likely to contravene (or has abetted, is abetting, or is likely to abet another person in breach of) any laws or regulations, business rules or codes of conduct, conditions or restrictions imposed by MAS 24
--- Page 25 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 or other regulatory authority, or written directions issued by MAS, whether in Singapore or elsewhere; (k) has been the subject of any investigations or disciplinary proceedings or been issued a warning or reprimand by MAS, any other regulatory authority, an operator of a market, trade repository or clearing facility, any professional body or government agency, whether in Singapore or elsewhere; (l) has been refused a fidelity or surety bond, whether in Singapore or elsewhere; (m) has demonstrated an unwillingness to comply with any regulatory requirement or to uphold any professional and ethical standards, whether in Singapore or elsewhere; (n) has been untruthful or provided false or misleading information to MAS or been uncooperative in any dealings with MAS or any other regulatory authority in any jurisdiction; (o) in addition to sub-paragraphs (a) to (n), where the relevant person is an individual: (i) is or has been a director, partner, substantial shareholder or concerned in the management of a business that has been censured, disciplined, prosecuted or convicted of a criminal offence, or been the subject of any disciplinary or criminal investigation or proceeding, in Singapore or elsewhere, in relation to any matter that took place while the person was a director, partner, substantial shareholder or concerned in the management of the business; (ii) is or has been a director, partner, substantial shareholder or concerned in the management of a business that has been suspended or refused membership or registration by MAS, any other regulatory authority, an operator of a market, trade repository or clearing facility, any professional body or government agency, whether in Singapore or elsewhere; (iii) has been a director, partner, substantial shareholder or concerned in the management of a business that has gone into insolvency, liquidation or 25
--- Page 26 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 administration during the period when, or within a period of one year after, the relevant person was a director, partner, substantial shareholder or concerned in the management of the business, whether in Singapore or elsewhere; (iv) has been dismissed or asked to resign from — (A) office; (B) employment; (C) a position of trust; or; (D) a fiduciary appointment or similar position, whether in Singapore or elsewhere; (v) has been removed, at the direction of MAS, from office or employment; (vi) is or has been subject to disciplinary proceedings by his current or former employer(s), whether in Singapore or elsewhere; (vii) has been disqualified from acting as a director or disqualified from acting in any managerial capacity, whether in Singapore or elsewhere; and (viii) has been an officer found liable for an offence committed by a body corporate as a result of the offence having proved to have been committed with the consent or connivance of, or neglect attributable to, the officer, whether in Singapore or elsewhere; [Amended on 26 November 2010] [Amended on 7 August 2012] [Amended on 6 March 2014] [Amended on 31 July 2024] (p) in addition to sub-paragraphs (a) to (o), where the relevant person is carrying on business in, or is acting as a representative in respect of, providing credit rating services, is or has been in observance of the Code of Conduct for Credit Rating Agencies. [Amended on 17 January 2012] 26
--- Page 27 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 Competence and Capability 14 The factors set out in the following paragraphs are relevant to the assessment of the competence and capability of a relevant person. The factors include but are not limited to: (a) whether the relevant person has satisfactory past performance or expertise, having regard to the nature of the relevant person’s business or duties, as the case may be, whether in Singapore or elsewhere; (b) where the relevant person is an individual who is assuming concurrent responsibilities, whether such responsibilities would give rise to a conflict of interest or otherwise impair his ability to discharge his duties in relation to any activity regulated by MAS under the relevant legislation; (c) in relation to a relevant person whose activity is regulated by MAS under the FAA, the IA, the PS Act, the SFA or the TCA and where the relevant person is an institution, exempt financial institution or exempt entity, whether its directors or equivalent persons, chief executive officer or equivalent person, the persons that it employs, authorises or appoints to act on its behalf, in relation to its conduct of the activity regulated under the relevant legislation, where applicable, have satisfactory educational qualification or experience, whether in Singapore or elsewhere; (d) in relation to a relevant person whose activity is regulated by MAS under the FAA or the SFA, whether the representative of the relevant person has: (i) satisfactory educational qualification or experience, relevant skills and knowledge, whether in Singapore or elsewhere, having regard to the nature of the duties they are required to perform; and (ii) satisfied the requirements stipulated in the Notice on Minimum Entry and Examination Requirements for Representatives of Holders of CMS Licence and Exempt Financial Institutions [Notice No. SFA 04- N09] or Notice on Minimum Entry and Examination Requirements for Representatives of Licensed Financial Advisers and Exempt Financial 27
--- Page 28 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 Advisers [Notice No.FAA-N13], as the case may be and as may be applicable to the representative;
Editorial note (not part of the MAS text): The competency notices cited above — SFA 04-N09 and FAA-N13 — were superseded by SFA 04-N22 and FAA-N26 respectively, effective 1 April 2024. FSG-G01 (revised 30 May 2025) still carries the older numbers; the operative notices for a live Form 3A certification are SFA 04-N22 / FAA-N26. The verbatim quote is preserved above; do not "correct" the primary-source text. (e) in relation to a relevant person whose activity is regulated by MAS under the IA, whether the broking staff of the relevant person has: (i) satisfactory qualification or experience, whether in Singapore or elsewhere, having regard to the nature of the duties he is to perform; and (ii) satisfied the requirements stipulated in the Notice on Minimum Standards and Continuing Professional Development Requirements for Insurance Brokers and their Broking Staff [Notice No. MAS 502], as may be applicable to the broking staff; (f) in relation to an Appointed Actuary or a Certifying Actuary: (i) whether the actuary has satisfactory past performance or expertise indicating knowledge of the local life or general insurance market; (ii) whether an Appointed Actuary is a Fellow of Singapore Actuarial Society (SAS); (iii) whether a Certifying Actuary is a member of the SAS and is a Fellow of an association recognised by the International Actuarial Association. [Amended on 26 November 2010] [Amended on 28 January 2020] Financial Soundness 15 The factors set out in the following paragraphs are relevant to the assessment of the financial soundness of a relevant person. The factors include but are not limited to, whether the relevant person: (a) is or has been unable to fulfil any of its or his financial obligations, whether in Singapore or elsewhere; (b) has entered into a compromise or scheme of arrangement with its or his creditors or made an assignment for the benefit of its or his creditors, being a compromise 28
--- Page 29 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 or scheme of arrangement or assignment that is still in operation, whether in Singapore or elsewhere; (c) is subject to a judgment debt which is unsatisfied, either in whole or in part, whether in Singapore or elsewhere; (d) in addition to sub-paragraphs (a) to (c), in the case where the relevant person is an individual: (i) is or has been the subject of a bankruptcy petition, whether in Singapore or elsewhere; (ii) has been adjudicated a bankrupt and the bankruptcy is undischarged, whether in Singapore or elsewhere; or (iii) is or has been subject to any other process outside Singapore that is similar to those referred to in sub-paragraph (i) and (ii); and (e) in addition to sub-paragraphs (a) to (c), in the case where the relevant person is a corporation: (i) is or has been the subject of a winding up petition, whether in Singapore or elsewhere; (ii) is in the course of being wound-up or otherwise dissolved, whether in Singapore or elsewhere; (iii) is or has been a corporation where a receiver, receiver and manager, judicial manager, or such other person having the powers and duties of a receiver, receiver and manager, or judicial manager, has been appointed, in relation to, or in respect of any property of, the corporation, whether in Singapore or elsewhere; or (iv) is or has been subject to any other process outside Singapore that is similar to those referred to in sub-paragraphs (i) to (iii). [Amended on 26 November 2010] 29
--- Page 30 --- Guidelines on Fit and Proper Criteria Last revised on: 30 May 2025 Cancellation of Guidelines 16 These Guidelines take immediate effect. The Guidelines on Fit and Proper Criteria (Guideline No. MCG-G01) issued on 1 July 2005 are cancelled. Issue Date : Amended on 26 November 2010 Amended on 7 August 2012 Amended on 6 March 2014 Amended on 3 September 2015 Amended on 8 October 2018 Amended on 28 January 2020 Amended on 1 July 2021 Amended on 31 July 2024 Amended on 30 May 2025 30