Statute Details
- Title: Banking (Exemption from Sections 15A and 15B) Order 2018
- Act Code: BA1970-S738-2018
- Type: Subsidiary Legislation (SL)
- Authorising Act: Banking Act (Chapter 19), specifically section 15D
- Enacting authority: Deputy Prime Minister and Coordinating Minister for Economic and Social Policies (Prime Minister’s Office), Mr Tharman Shanmugaratnam
- Commencement: 5 November 2018
- Legislative instrument number: SL 738/2018
- Made date: 15 October 2018
- Key provisions: Sections 2 and 3 (exemptions from Banking Act sections 15A(1) and 15B(1))
- Status: Current version as at 26 Mar 2026
What Is This Legislation About?
The Banking (Exemption from Sections 15A and 15B) Order 2018 is a targeted regulatory instrument made under the Banking Act (Chapter 19). In plain terms, it creates specific exemptions from certain statutory restrictions or approval requirements that would otherwise apply when particular entities become significant shareholders or controllers of a regulated bank.
The Order is not a general framework for banking regulation. Instead, it is a narrow, fact-specific exemption. It addresses a particular corporate and shareholding relationship involving Malayan Banking Berhad (Maybank’s Malaysian parent) and Maybank Singapore Limited (the Singapore banking entity). The exemptions are designed to allow the relevant shareholder(s) to acquire or be treated as having acquired specified thresholds of influence in Maybank Singapore Limited—without triggering the Banking Act provisions that would otherwise apply.
Practically, the Order is relevant to corporate lawyers, banking compliance teams, and regulatory counsel advising on shareholding structures, substantial shareholding thresholds, and “controller” concepts in the banking sector. It demonstrates how Singapore’s banking regulatory regime can be calibrated through ministerial exemptions for particular transactions or group restructurings, while still preserving the overall policy objectives of the Banking Act.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the formal identity of the instrument and states when it takes effect. The Order is cited as the Banking (Exemption from Sections 15A and 15B) Order 2018 and comes into operation on 5 November 2018. For practitioners, this matters for determining whether the exemption applies to events occurring on or after the commencement date.
Section 2 (Exemption from section 15A(1) of the Banking Act) is the first substantive exemption. Section 15A(1) of the Banking Act (as referenced) concerns the position of a “substantial shareholder” in relation to a bank—typically a threshold-based concept tied to ownership and voting rights. Under the Order, the Minister exempts:
(a) any shareholder of Malayan Banking Berhad from section 15A(1), in relation to the shareholder becoming a substantial shareholder of Maybank Singapore Limited by virtue of the shareholder’s interest or interests in one or more voting shares in Malayan Banking Berhad; and
(b) Cekap Mentari Berhad from section 15A(1), in relation to it becoming a substantial shareholder of Maybank Singapore Limited.
In plain language, Section 2 addresses a situation where shareholders of the parent entity (Malayan Banking Berhad) may, through their holdings in that parent, be treated as substantial shareholders of the Singapore bank. The exemption means that those shareholders will not be caught by the Banking Act’s section 15A(1) requirement (whatever its precise legal effect is in the Banking Act text) for the relevant purpose described in the Order.
Section 3 (Exemption from section 15B(1) of the Banking Act) provides a parallel exemption, but for a different statutory concept—“controller” thresholds. Section 15B(1) is referenced as dealing with controllers at specified levels (the extract uses the terms “12% controller,” “20% controller,” and “indirect controller”). Under Section 3, the Minister exempts:
(a) any shareholder of Malayan Banking Berhad from section 15B(1), in relation to the shareholder becoming a 12% controller, a 20% controller or an indirect controller of Maybank Singapore Limited by virtue of the shareholder’s interest or interests in one or more voting shares in Malayan Banking Berhad; and
(b) Cekap Mentari Berhad from section 15B(1), in relation to it becoming a 12% controller, a 20% controller or an indirect controller of Maybank Singapore Limited.
For practitioners, the key point is that the exemption is threshold-based and concept-based. It does not simply exempt “shareholding” generally; it exempts the relevant persons from the Banking Act’s section 15B(1) consequences to the extent they become controllers of Maybank Singapore Limited by virtue of their voting share interests in Malayan Banking Berhad.
Scope of the exemption is therefore anchored to two elements:
- The identity of the relevant persons: (i) any shareholder of Malayan Banking Berhad, and (ii) Cekap Mentari Berhad.
- The causal link: the person becomes a substantial shareholder or controller of Maybank Singapore Limited by virtue of their voting share interests in Malayan Banking Berhad.
This drafting approach is common in Singapore banking exemptions: it ensures the exemption tracks the group structure and the “look-through” effect of indirect shareholdings, rather than requiring a bespoke exemption for each individual shareholder.
How Is This Legislation Structured?
The Order is structured as a short, three-section instrument:
- Section 1 sets out the citation and commencement date.
- Section 2 contains the exemption relating to section 15A(1) of the Banking Act, focusing on becoming a substantial shareholder.
- Section 3 contains the exemption relating to section 15B(1) of the Banking Act, focusing on becoming a 12% controller, 20% controller, or indirect controller.
There are no schedules or additional conditions in the extract provided. The instrument is therefore best understood as a direct legal override/exemption for the specified Banking Act provisions, tied to the specified corporate relationships.
Who Does This Legislation Apply To?
The Order applies to two categories of persons, in relation to Maybank Singapore Limited:
- Any shareholder of Malayan Banking Berhad—but only insofar as that shareholder’s voting share interests in Malayan Banking Berhad cause the shareholder to become a substantial shareholder (under section 15A(1)) or a controller at specified thresholds (under section 15B(1)) of Maybank Singapore Limited.
- Cekap Mentari Berhad—explicitly named, and exempted in the same substantive contexts (substantial shareholder and controller thresholds).
Importantly, the exemption is not framed as applying to Maybank Singapore Limited itself, nor to all shareholders of all banks. It is a bespoke exemption tied to a particular group and to the legal consequences of crossing specified thresholds. As a result, the Order is most relevant to corporate transactions and compliance assessments involving Maybank’s group shareholding structure and any “look-through” analysis under the Banking Act.
Why Is This Legislation Important?
Banking regulation in Singapore places significant emphasis on ownership and control of licensed banks. The Banking Act’s provisions on substantial shareholders and controllers exist to ensure that persons who can exert material influence over a bank are subject to appropriate regulatory oversight. Threshold concepts such as “substantial shareholder” and “controller” are designed to capture both direct and indirect influence.
This Order is important because it shows how the regulatory system can accommodate corporate realities. Where a shareholder’s influence in a Singapore bank arises through its holdings in a parent company, the Banking Act provisions could—without an exemption—apply in a way that may be impractical or unnecessary for the regulator’s policy objectives. By granting exemptions under sections 15A(1) and 15B(1), the Minister effectively permits the relevant shareholding outcomes to occur (or to be recognised) without triggering the specific statutory consequences attached to those provisions.
From a practitioner’s standpoint, the Order is a compliance tool. It can be used to support arguments that certain statutory triggers do not apply to the specified persons and circumstances. In due diligence, transaction documentation, and regulatory submissions, counsel will typically need to assess whether a party is a substantial shareholder or controller under the Banking Act and whether any exemptions or approvals are required. This Order provides a clear, legally grounded exemption for the Maybank group scenario described.
Finally, the Order’s narrow drafting reduces uncertainty: it identifies the relevant entities and the mechanism (“by virtue of” voting share interests in Malayan Banking Berhad). That specificity is valuable in disputes or regulatory reviews, because it limits the exemption to the intended factual matrix.
Related Legislation
- Banking Act (Chapter 19) — in particular sections 15A, 15B, and the ministerial power in section 15D authorising exemptions
Source Documents
This article provides an overview of the Banking (Exemption from Sections 15A and 15B) Order 2018 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.