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), section 341
- Commencement: 8 October 2018
- Latest status (as provided): Current version as at 27 March 2026
- Key provisions (from extract): Regulations 1 to 4; in particular, regulations 2 and 3
- Revocation: Regulation 4
What Is This Legislation About?
The Securities and Futures (Affairs of Business Trust and Affairs of Entity) Regulations 2018 (“SFA Regulations 2018”) are a definitional and scope-setting instrument. In plain terms, they clarify what the law means by “the affairs” of certain structures—especially a business trust and other non-corporate entities—when the Securities and Futures Act (SFA) uses that phrase in specific provisions.
In the SFA, “affairs” is not merely everyday language. It is a legal concept used to determine what matters fall within regulatory, disclosure, compliance, or enforcement frameworks. However, the SFA does not always spell out, in detail, what “affairs” includes for different types of legal arrangements. The SFA Regulations 2018 fill that gap by prescribing, for defined purposes, what must be treated as part of the “affairs” of (i) a business trust and (ii) an “entity … that is not corporation”.
The Regulations therefore operate as a practical interpretive guide for lawyers and compliance teams. They reduce uncertainty in applying the SFA to complex trust and entity structures—particularly where trustee conduct, trust property, unit-holder rights, and insolvency or restructuring events are involved.
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 the temporal application of the definitions when advising on historical transactions or regulatory steps taken around the commencement date.
Regulation 2 (Affairs of business trust) is the core provision for business trusts. It applies “for the purposes of” specified SFA sections: sections 251(18)(b) and (19)(b), 272A(11)(b), 275(2A)(b), and 330(3)(b). Unless the contrary intention appears, a reference to the “affairs of a business trust” includes a detailed list of matters.
In summary, Regulation 2(1) expands “affairs” to cover not only the business trust’s commercial activities, but also trustee-related conduct and a range of rights and information issues. Key inclusions include:
- Promotion, formation, control, business, profits and losses of the business trust (Reg. 2(1)(a)).
- Trading, transactions, dealings, property and liabilities of the trustee acting in its capacity as trustee (Reg. 2(1)(b)). This is important because trustee actions may be legally attributable to the trust rather than the trustee personally.
- Matters concerned with ascertaining unit-holder identities and rights, and what payments unit-holders have received or are entitled to receive under the trust deed (Reg. 2(1)(c)). This links “affairs” to information that is often central to disclosure, governance, and investor protection.
- Internal management and proceedings of the trustee acting as trustee (Reg. 2(1)(d)).
- Acts and contracts done by or on behalf of the trustee to or in relation to the business or trust property, including during specified distress and restructuring scenarios (Reg. 2(1)(e)).
The insolvency and restructuring carve-outs in Regulation 2(1)(e) are particularly practitioner-relevant. They ensure that “affairs” remains broad enough to capture trustee conduct even when the trustee or trust property is under receivership, judicial management, compromise/arrangement administration, repayment arrangements with creditors, bankruptcy, or winding up/dissolution. For example, Regulation 2(1)(e) expressly includes acts done at times when:
- a receiver (or receiver and manager) has possession or control of trust property;
- the trustee (if a corporation) is under judicial management;
- a Companies Act compromise/arrangement is being administered;
- there is a repayment arrangement with a majority of or all creditors;
- the trustee (if an individual) is an undischarged bankrupt; or
- the trustee or the business trust is being wound up or dissolved.
Regulation 2(1)(f) further extends “affairs” to the conduct of the relevant insolvency or administering persons (receiver, judicial manager, administrator of compromise/arrangement, administrator of repayment arrangement, Official Assignee, Official Receiver, liquidator, provisional liquidator, etc.). This is a deliberate drafting choice: it prevents arguments that “affairs” excludes the actions of replacement office-holders who manage the trust’s interests during insolvency.
Other important inclusions in Regulation 2(1) include:
- Ownership of units/derivatives and debentures issued by the trustee as trustee (Reg. 2(1)(g)).
- Power to exercise or control voting and disposal rights attached to units (Reg. 2(1)(h)).
- Who is financially interested in the business trust’s success/failure and who can control or materially influence the trustee’s policy (Reg. 2(1)(i)). This is a “control and influence” lens.
- Circumstances of acquisition/disposal (or entitlement to acquire/dispose) of units/derivatives/debentures (Reg. 2(1)(j)).
- Matters arising out of audit of the listed matters, including auditor working papers or reports (Reg. 2(1)(k)).
Regulation 2(2) provides interpretive definitions. It defines “business” in relation to a business trust as the business relating to the trust property and 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), section 2. These cross-references are essential for practitioners to avoid definitional drift across statutes.
Regulation 3 (Affairs of entity, etc., that is not corporation) addresses a broader category: “relevant entity” (Reg. 3(1)) comprising an entity, a person making an offer, an issuer, or an underlying entity—but only where the relevant entity is not a corporation. Again, it applies “for the purposes of” the same set of SFA sections: 251(18)(b) and (19)(b), 272A(11)(b), 275(2A)(b), and 330(3)(b).
Unless the contrary intention appears, a reference to the “affairs” of a relevant entity includes “all the matters in paragraph (2)”. Regulation 3(2) sets out a structured list. The matters include:
- Promotion, formation, membership, control, business or trading of the relevant entity (Reg. 3(2)(a)(i)).
- Transactions and dealings, including where the relevant entity acts as agent, bailee or trustee (Reg. 3(2)(a)(ii)).
- Property held, including as agent, bailee or trustee (Reg. 3(2)(a)(iii)).
- Liabilities, including jointly owned liabilities and liabilities incurred as trustee (Reg. 3(2)(a)(iv)).
- Profits, income, receipts, losses, outgoings and expenditure (Reg. 3(2)(a)(v)).
Regulation 3(2)(b) adds a trust-specific layer where the relevant entity is a trustee of a trust: it includes matters about beneficiaries, their rights, and payments they have received or are entitled to receive under the trust terms. This mirrors the unit-holder focus in Regulation 2 for business trusts.
Regulation 3(2)(c) includes internal management and proceedings of the relevant entity. Regulation 3(2)(d) includes acts and things done by or on behalf of the relevant entity in relation to its business or property during receivership, repayment arrangements, or winding up/dissolution. Regulation 3(2)(e) (partially visible in the extract) continues the pattern by capturing the conduct of receivers and administrators, reinforcing that “affairs” is not frozen at the moment of insolvency but includes the actions of those managing the entity through distress.
Regulation 4 (Revocation) indicates that the Regulations revoke a prior instrument (not shown in the extract). For practitioners, revocation matters when assessing which definitional regime applied to events occurring before 8 October 2018.
How Is This Legislation Structured?
The Regulations are short and focused. They consist of:
- Part/Regulation 1: Citation and commencement.
- Regulation 2: Definition of “affairs of a business trust” for specified SFA purposes, including a comprehensive list of included matters and interpretive definitions.
- Regulation 3: Definition of “affairs” for non-corporate “relevant entities” (entity/offeror/issuer/underlying entity), again for specified SFA purposes, with a structured list of included matters and trust-specific additions.
- Regulation 4: Revocation of earlier subsidiary legislation (details not included in the extract).
Notably, the Regulations do not create standalone regulatory duties in the extract; instead, they determine the scope of “affairs” used elsewhere in the SFA.
Who Does This Legislation Apply To?
Although the Regulations are subsidiary legislation, their practical effect is on parties whose conduct, governance, or financial arrangements fall within the SFA provisions referenced in Regulations 2 and 3. The “affairs” concept is relevant when applying those SFA sections to a business trust (Reg. 2) or to an entity that is not a corporation (Reg. 3).
Accordingly, the Regulations are most likely to be relevant to: trustees of business trusts; unit-holders and persons with voting/disposal influence; issuers and offerors structured as non-corporate entities; and insolvency office-holders (receivers, judicial managers, administrators, liquidators) who manage trust or entity property during restructuring or winding up.
Why Is This Legislation Important?
For practitioners, the value of the SFA Regulations 2018 lies in their breadth and clarity. “Affairs” is often a contested term in regulatory and enforcement contexts. By enumerating what counts as “affairs,” the Regulations reduce interpretive uncertainty and help ensure that compliance reviews, disclosure assessments, and regulatory submissions capture the full range of relevant matters.
The Regulations are also significant because they explicitly include insolvency and restructuring contexts. Many disputes arise when a business trust or non-corporate entity enters receivership, judicial management, compromise/arrangement administration, repayment arrangements, bankruptcy, or winding up. The Regulations ensure that the trustee’s (or relevant entity’s) actions—and the actions of the office-holders administering those processes—remain within the “affairs” framework.
Finally, the inclusion of audit-related matters (Reg. 2(1)(k)) signals that “affairs” extends to the evidentiary and documentation trail surrounding the listed matters. This can be crucial in investigations, compliance remediation, and litigation where auditors’ working papers or reports may be relevant to determining what occurred and who knew what.
Related Legislation
- Securities and Futures Act (Cap. 289), in particular sections 251, 272A, 275, 330, and the regulation-making power in section 341.
- Business Trusts Act (Cap. 31A), including section 2 (definition of “trust property”).
- Companies Act (Cap. 50), including section 210 (compromise or arrangement).
- Futures Act (referenced 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.