an entity, such entity’s key decision makers) is/are fit and proper (having regard to factors including honesty, integrity, reputation and financial soundness), whether the designated entity will continue to operate in a safe, secure, reliable and efficient manner, and whether the approval of the transaction is not against Singapore’s national security interests or is in the public interest. ^ The approval for (iii) should be sought together with the designated entity. ^ Sellers must seek the Minister’s prior written approval before ceasing to be a 50% or 75% controller of a designated entity. ^ Upon a designated entity becoming aware of any of the above changes in ownership or control, such designated entity has a duty to report the relevant change to the Minister within seven days of it becoming aware of that fact. Transactions completed without the requisite approvals are rendered void, unless the Minister issues a validation notice stating otherwise. The Minister may issue such validation notice (i) upon application by any person that is materially affected by the fact that the transaction is void, or (ii) on his own initiative, if he is satisfied that it is in the interest of Singapore’s national security to validate the transaction. Others ^ Designated entities must seek the Minister’s approval for the appointment of key positions, such as (i) the CEO, directors or chairman of the board of a corporation, (ii) a manager or partner of a limited liability partnership or a partner of a partnership. The Minister may by written notice require the removal of any key personnel if deemed necessary in the interest of national security. ^ A person cannot make any application for any compromise or arrangement between a designated entity that is a corporation and its creditors, members or shareholders,
unless such person has served 14 days’ notice in writing of his intention to make that application to the Minister. The Minister must then be made a party to such proceedings, and any representations made by him in such proceedings must be taken into consideration by the court. ^ Designated entities cannot be dissolved, voluntarily wound up or be subject to judicial management without the Minister’s consent. The Minister must also be made a party to such proceedings, and any representations made by him in such proceedings must be taken into consideration by the court. ^ A person cannot (i) enforce any security over the property of a designated entity, or (ii) execute or enforce any judgment or court order against a designated entity, unless such person has served 14 days’ written notice of his intention to the Minister. All approval applications are “promptly” processed by the OSIR (although there remains no exact approval timeline), and applicants are notified should more time or documents be required. Parties may submit a reconsideration application against the Minister’s decisions within 14 calendar days of the decision. The original decision remains in effect until cancelled or substituted on reconsideration, and no further reconsideration may be sought after the Minister rules on the application. Should parties wish to challenge the reconsideration decision, an appeal to an independent Reviewing Tribunal must be submitted within 30 calendar days of the reconsideration decision. The reconsideration decision remains in effect until reversed on appeal, and the Reviewing Tribunal’s decision is final. Note that the provisions under the SIRA do not affect arrangements that were already in place before its promulgation. They only apply to entities after they have been designated. The SIRA also does not provide for a voluntary review regime at this time, only the mandatory review regime for designated entities (or specific actions by the Singapore government as described below).
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