Statute Details
- Title: Securities and Futures (Affairs of Business Trust and Affairs of Entity) Regulations 2018
- Act Code: SFA2001-S623-2018
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289), specifically powers under section 341
- Commencement Date: 8 October 2018
- Legislative Status: Current version (as at 27 March 2026)
- Key Provisions (as reflected in the extract):
- Regulation 1: Citation and commencement
- Regulation 2: Affairs of business trust
- Regulation 3: Affairs of entity, etc., that is not corporation
- Regulation 4: Revocation
What Is This Legislation About?
The Securities and Futures (Affairs of Business Trust and Affairs of Entity) Regulations 2018 (“SFA Regulations”) are a definitional and scope-setting instrument. In plain language, they clarify what regulators and market participants must treat as part of the “affairs” of (i) a business trust and (ii) certain non-corporate entities when applying specified provisions of the Securities and Futures Act (Cap. 289) (“SFA”).
In the SFA, various compliance, regulatory, and enforcement provisions often hinge on concepts like “affairs” of a regulated structure or person. However, “affairs” can be broad and ambiguous. These Regulations remove uncertainty by expressly listing what counts as part of those affairs, including operational matters (promotion, control, business and trading), ownership and voting rights, internal management, and—critically—matters arising during insolvency or restructuring situations.
Although the Regulations are narrow in subject matter, they are practically important. They affect how information is identified, how rights and interests are traced, and how audits and working papers may be understood in the context of business trust and non-corporate structures. For practitioners, the Regulations are most relevant when advising on regulatory filings, investigations, audits, and transactions involving business trusts or entities that are not corporations.
What Are the Key Provisions?
Regulation 1 (Citation and commencement) is straightforward. It provides the short title and confirms that the Regulations come into operation on 8 October 2018. This matters for determining which version applies to events and compliance periods.
Regulation 2 (Affairs of business trust) is the core provision. It states that, for the purposes of specified SFA provisions—namely sections 251(18)(b) and (19)(b), 272A(11)(b), 275(2A)(b), and 330(3)(b)—a reference to the “affairs of a business trust” includes a detailed list of matters. The list is drafted broadly and is designed to capture both the trust’s commercial life and the trustee’s conduct in its capacity as trustee.
Key inclusions under Regulation 2 include:
(a) Promotion, formation, control, business, profits and losses of the business trust. This ensures that “affairs” is not limited to legal ownership or formal documentation, but extends to the trust’s economic and governance activities.
(b) Trading, transactions and dealings, and property and liabilities of the trustee acting as trustee. This is important because business trusts are typically structured through a trustee who holds and manages trust property. The Regulations make clear that the trustee’s activities in that capacity are part of the business trust’s “affairs.”
(c) Identity and rights of unit/derivative unit holders and debenture holders, including payments received or entitled to be received under the trust deed. This is a significant evidential and disclosure anchor: “affairs” includes the holder base and the economic entitlements attached to it.
(d) Internal management and proceedings of the trustee acting as trustee. This captures governance processes and decision-making.
Perhaps the most practitioner-relevant aspect is the explicit coverage of insolvency and restructuring scenarios. Regulation 2(1)(e) includes “any act or thing done” by or on behalf of the trustee to or in relation to the business or trust property at specified times, including when:
(i) a receiver (or receiver and manager) or equivalent person is in possession of or controls the trust property;
(ii) the trustee (if a corporation) is under judicial management;
(iii) a compromise or arrangement under section 210 of the Companies Act is being administered;
(iv) there is a repayment arrangement between a non-corporate trustee and a majority/all creditors;
(v) the trustee is an undischarged bankrupt (if an individual);
(vi) the trustee or the business trust is being wound up or dissolved.
Regulation 2(1)(f) then extends the concept further by including the conduct of the insolvency officeholders and administrators (receiver, judicial manager, compromise arrangement administrator, repayment arrangement administrator, Official Assignee/Official Receiver, and liquidators/provisional liquidators) when administering those processes. This prevents arguments that “affairs” excludes insolvency-related conduct.
Other important inclusions under Regulation 2 include:
(g) Ownership of units/derivatives and debentures issued by the trustee as trustee.
(h) Powers to exercise or control rights including voting rights and the right to dispose of units (and control over disposal). This is relevant for tracing beneficial control and governance influence.
(i) Persons financially interested in success/failure and persons able to control or materially influence the trustee’s policy. This is a “control and influence” concept, useful in investigations and assessments of who may have de facto influence.
(j) Circumstances under which units/derivatives/debentures were acquired or disposed of or became entitled to be acquired/disposed of. This supports scrutiny of trading, transfers, and entitlement changes.
(k) Matters relating to or arising out of audit of the matters above, including auditor working papers or reports. This is a direct link to audit documentation and the evidential record.
Regulation 2(2) provides interpretive definitions. It defines “business” in relation to a business trust as the business relating to trust property managed and operated by the trustee in its capacity as trustee. It also defines “trust property” by reference to the Business Trusts Act (Cap. 31A). These cross-references are important for practitioners to ensure correct scope when advising on what constitutes trust property and the business connected to it.
Regulation 3 (Affairs of entity, etc., that is not corporation) applies a similar approach but to certain non-corporate “relevant entities” for the same set of SFA provisions. Regulation 3(1) states that, unless a contrary intention appears, a reference to the “affairs” of a relevant entity includes all matters in Regulation 3(2).
Regulation 3(1) identifies “relevant entity” to include:
- an entity,
- a person making an offer,
- an issuer, and
- an underlying entity,
but only where the relevant entity is not a corporation.
Regulation 3(2) then lists what counts as “affairs” for these non-corporate structures. The list is broad and mirrors the business trust approach, including promotion/formation/membership/control, business or trading, transactions and dealings (including where the relevant entity acts as agent, bailee or trustee), property held (including as agent/bailee/trustee), liabilities (including joint liabilities and liabilities incurred as trustee), and profits/income and losses/expenditure.
Where the relevant entity is a trustee of a trust, Regulation 3(2)(b) adds matters concerning beneficiaries: their identities, rights, and payments received or entitled to receive under the trust terms. Regulation 3(2)(c) covers internal management and proceedings. Regulation 3(2)(d) covers acts or things done by or on behalf of the relevant entity in relation to its business or property at times of receivership, repayment arrangements, or winding up/dissolution. Regulation 3(2)(e) (as far as shown in the extract) continues the insolvency officeholder/administrator conduct concept.
Practical note: The extract truncates the remainder of Regulation 3(2)(e), but the structure indicates a deliberate legislative pattern: “affairs” includes both the entity’s own conduct and the conduct of insolvency or restructuring administrators, so that regulatory oversight and evidential capture are not undermined by changes in who is administering the entity’s affairs.
How Is This Legislation Structured?
The Regulations are short and structured as follows:
- Regulation 1: Citation and commencement (8 October 2018).
- Regulation 2: Defines what “affairs of a business trust” includes for specified SFA provisions, with an extensive list of matters (including insolvency-related acts and audit-related documentation).
- Regulation 3: Defines what “affairs” includes for specified SFA provisions for relevant non-corporate entities, again with a detailed list and explicit coverage of trust-related beneficiary matters and insolvency/restructuring contexts.
- Regulation 4: Revocation (the Regulations revoke earlier instruments or provisions, though the extract does not specify which).
Who Does This Legislation Apply To?
These Regulations apply to the extent that the specified provisions of the Securities and Futures Act require consideration of the “affairs” of a business trust or of an entity that is not a corporation. In practice, this means they are relevant to:
- trustees of business trusts acting in their capacity as trustees;
- holders of units/derivatives and debentures (because their identities, rights, and entitlements are expressly included);
- persons exercising or controlling voting and disposal rights (because those powers are included);
- insolvency and restructuring officeholders (receivers, judicial managers, administrators, liquidators, Official Assignee/Receiver), whose conduct is expressly brought within “affairs”; and
- auditors and parties dealing with audit working papers and reports (because audit-related matters are included).
For Regulation 3, the scope is limited to relevant entities that are not corporations. This is important for structuring advice: whether an entity is a corporation can affect which definitional regime applies.
Why Is This Legislation Important?
Although these Regulations are definitional, they have real enforcement and compliance consequences. By expressly expanding “affairs” to include operational, governance, ownership/control, insolvency-related conduct, and audit documentation, the Regulations reduce the ability of parties to argue that certain categories of information fall outside the regulatory concept.
For practitioners, the Regulations are particularly important in three common scenarios:
- Regulatory investigations and information requests: when the SFA provisions require examination of “affairs,” the Regulations clarify that the scope includes holder identity and entitlements, control/influence matters, and audit working papers.
- Insolvency and restructuring: the explicit inclusion of acts done during receivership, judicial management, compromise/arrangement administration, repayment arrangements, bankruptcy, and winding up ensures continuity of regulatory oversight across changing administration regimes.
- Transaction and transfer scrutiny: the inclusion of circumstances of acquisition/disposal and powers over voting/disposal rights supports analysis of governance influence and potential conflicts or irregularities.
Finally, the Regulations’ cross-references to the Business Trusts Act and the Companies Act mean that practitioners must read them alongside the broader statutory framework governing business trusts and corporate restructuring. The Regulations are therefore best treated as a “scope map” for how the SFA’s “affairs” concept operates in practice.
Related Legislation
- Securities and Futures Act (Cap. 289)
- Business Trusts Act (Cap. 31A)
- Companies Act (Cap. 50) (notably section 210 compromise or arrangement)
- Futures Act (listed in the provided metadata as related legislation)
Source Documents
This article provides an overview of the Securities and Futures (Affairs of Business Trust and Affairs of Entity) Regulations 2018 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.