Statute Details
- Title: Securities and Futures (Exemption of Soilbuild Business Space REIT) Regulations 2021
- Act Code: SFA2001-S262-2021
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Enacting Authority: Monetary Authority of Singapore (MAS)
- Commencement: 15 April 2021
- Key Provisions:
- Section 1: Citation and commencement
- Section 2: Exemption from winding-up steps requirement
- Status: Current version as at 27 March 2026 (per legislation portal)
- Legislative Instrument Number: SL 262/2021
- Date Made: 24 March 2021
- Responsible Person Covered: “Responsible person for Soilbuild Business Space REIT”
What Is This Legislation About?
The Securities and Futures (Exemption of Soilbuild Business Space REIT) Regulations 2021 is a narrowly tailored exemption instrument made under the Securities and Futures Act (SFA). In plain terms, it addresses a specific regulatory consequence that would otherwise follow when MAS withdraws its authorisation of the Soilbuild Business Space REIT.
Under the SFA, when MAS withdraws authorisation of a real estate investment trust (REIT), there are statutory steps that the “responsible person” must take to wind up the REIT. The 2021 Regulations create an exception: they relieve the responsible person for Soilbuild Business Space REIT from the requirement to take those necessary winding-up steps after the withdrawal of MAS’s authorisation.
Because the Regulations are an exemption from a particular statutory obligation, their practical effect is to alter the compliance pathway following withdrawal of authorisation. Rather than automatically triggering the winding-up steps requirement in section 295(2) of the SFA, the responsible person is exempted from that obligation in the specific scenario described in the Regulations.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the basic formalities. It states that the Regulations may be cited as the “Securities and Futures (Exemption of Soilbuild Business Space REIT) Regulations 2021” and that they come into operation on 15 April 2021. For practitioners, this matters because it determines the temporal scope: the exemption applies from the commencement date, and therefore any relevant regulatory event occurring after that date would fall within the exemption’s operation (subject to the factual trigger in section 2).
Section 2 (Exemption) is the substantive provision. It states that the responsible person for Soilbuild Business Space REIT is exempt from the requirement under section 295(2) of the Act to take the necessary steps to wind up the REIT following the withdrawal of the Authority’s authorisation of Soilbuild Business Space REIT under section 288(7) of the Act.
To understand the legal mechanics, it is helpful to map the cross-references. The SFA contains a regulatory framework for REITs, including authorisation by MAS and consequences if authorisation is withdrawn. Section 288(7) is the provision under which MAS may withdraw authorisation. Section 295(2) then imposes a winding-up obligation on the responsible person after such withdrawal. The Regulations intervene by carving out an exemption: even if MAS withdraws authorisation under section 288(7), the responsible person is not required to take the winding-up steps that section 295(2) would otherwise mandate.
Although the extract provided contains only the two sections, the drafting style indicates that the exemption is conditional on the statutory trigger—namely, withdrawal of authorisation under section 288(7). The exemption is also person- and entity-specific: it applies to the “responsible person for Soilbuild Business Space REIT,” rather than being a general exemption for all REITs. This specificity is typical of targeted regulatory instruments used to manage transitional or restructuring outcomes for a particular regulated entity.
Practical implications of the exemption include the following. First, it changes the immediate post-withdrawal obligations: the responsible person’s statutory duty to wind up under section 295(2) is removed. Second, it may allow alternative arrangements to be implemented—such as restructuring, conversion, or other corporate actions—without being in breach of the winding-up requirement. Third, it shifts attention to what obligations remain under the SFA and any other applicable regulations, including duties relating to investors, disclosures, and orderly management of the REIT’s affairs during the period after authorisation is withdrawn.
How Is This Legislation Structured?
The Regulations are extremely concise and consist of a short enacting formula followed by two operative provisions:
(i) Section 1 sets out the citation and commencement; and
(ii) Section 2 provides the exemption from a specific statutory requirement in the SFA.
There are no additional parts, schedules, or detailed procedural requirements in the extract. This structure signals that the Regulations are intended to function as a targeted legal “switch” that modifies the effect of the SFA in a defined scenario, rather than as a comprehensive regulatory regime.
Who Does This Legislation Apply To?
The Regulations apply to the responsible person for Soilbuild Business Space REIT. In the context of the SFA, the “responsible person” is the entity or person designated under the Act to manage or oversee the REIT’s compliance and regulatory obligations. The exemption is therefore directed at the party that would otherwise be compelled to take winding-up steps under section 295(2).
The exemption is also tied to a particular regulatory event: withdrawal of MAS’s authorisation of Soilbuild Business Space REIT under section 288(7). Accordingly, the exemption is not a blanket relief from all duties; it is relief from a specific winding-up obligation that would otherwise arise after authorisation withdrawal. For practitioners advising the responsible person, the key is to identify whether the factual and legal trigger has occurred (withdrawal under section 288(7)) and whether the exemption is engaged as a result.
Why Is This Legislation Important?
Even though the Regulations are short, they can be highly significant in practice because they affect the post-authorisation-withdrawal pathway for a REIT. Winding up is often a legally and operationally complex process involving investor communications, asset realisation, settlement of liabilities, and compliance with statutory duties. By exempting the responsible person from the winding-up steps requirement, the Regulations potentially enable an alternative course of action that may be more suitable for the REIT’s circumstances.
From an enforcement and compliance perspective, the exemption also reduces the risk of technical breach. Without the exemption, the responsible person would be required to take “necessary steps to wind up” following authorisation withdrawal. If the responsible person instead pursued another restructuring or transition plan, it could face allegations of non-compliance with section 295(2). The Regulations provide legal certainty that, for the specified scenario, the winding-up steps requirement does not apply.
For legal practitioners, the key value of this instrument lies in its targeted modification of a statutory consequence. It should be read alongside the relevant SFA provisions—particularly sections 288(7) and 295(2)—and any MAS decisions or notices relating to the withdrawal of authorisation. In advice, counsel should consider how the exemption interacts with remaining duties under the SFA and any other applicable regulatory requirements, including ongoing governance, investor protection measures, and any transitional obligations that may not be expressly addressed by the exemption.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular:
- Section 288(7) (withdrawal of MAS authorisation of the REIT)
- Section 295(2) (requirement to take necessary steps to wind up following withdrawal)
- Section 337(1) (power to make regulations/exemptions)
- Futures Act (noting the metadata reference; practitioners should confirm relevance to the specific instrument and cross-references, if any)
Source Documents
This article provides an overview of the Securities and Futures (Exemption of Soilbuild Business Space REIT) Regulations 2021 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.