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Architects Act 1991

Chapter 12 - Part 6

PART VI
MULTI-DISCIPLINE AND CORPORATE PRACTICE

 

Section 20 -
Licence for multi-discipline and corporate practice

20.- (1) Subject to the provisions of this Act, the Board may grant to a corporation a licence to supply architectural services in Singapore if -

(a) the memorandum of association of the corporation provides that a primary object of the corporation is to supply architectural services;

(b) the authorised capital of the corporation that is paid up is not less than the amount prescribed by the Minister by notification in the Gazette;

(c) the articles of association of the corporation provide that at least a prescribed number or proportion of the directors of the corporation shall be registered architects or allied professionals who each has in force a practising certificate;

(d) the business of the corporation, so far as it relates to the supply of architectural services, will be under the control and management of a director of the corporation who -

(i) is a registered architect who has in force a practising certificate; and

(ii) is authorised under a resolution of the board of directors of the corporation to make all final architectural decisions on behalf of the corporation with respect to the requirements of this Act, the rules or any other law relating to the supply of architectural services by the corporation;

(e) the corporation is insured against professional liability in accordance with section 24 and the rules.

(f) the name of the corporation has been approved by the Board.

(2) Subject to the provisions of this Act, the Board may grant a licence to any unlimited corporation to supply architectural services in Singapore if -

(a) the memorandum of association of the corporation provides that a primary object of the corporation is to supply architectural services;

(b) the articles of association of the corporation provide that -

(i) no person shall be a director of the corporation unless he is a registered architect or an allied professional;

(ii) at least a prescribed number or proportion of the directors of the corporation shall be registered architects or allied professionals who each has in force a practising certificate; and

(iii) no person shall be registered as a member of that corporation -

(A) unless he is a registered architect or an allied professional and a director, a manager or an employee of the corporation; or

(B) if he is a nominee of a person who is not a registered architect or an allied professional;

(c) the business of the corporation, so far as it relates to the supply of architectural services, will be under the control and management of a director of the corporation who -

(i) is a registered architect who has in force a practising certificate;

(ii) is a member, or a registered owner of at least one share, of the corporation; and

(iii) is authorised under a resolution of the board of directors of the corporation to make all final architectural decisions on behalf of the corporation with respect to the requirements of this Act, the rules or any other law relating to the supply of architectural services by the corporation; and

(3) Subject to the provisions of this Act, the Board may grant to a partnership not consisting wholly of registered architects a licence to supply architectural services in Singapore if -

(a) the partnership is one in which only registered architects and allied professionals, who each has in force a practising certificate, have a beneficial interest in the capital assets and profits of the partnership; and

(b) the business of the partnership, so far as it relates to the supply of architectural services in Singapore, will be under the control and management of a partner who is a registered architect and has in force a practising certificate.

(c) the name of the partnership has been approved by the Board.

(4) Subject to the provisions of this Act, the Board may grant a licence to any limited liability partnership to supply architectural services in Singapore if -

(a) the statement lodged by the partners of the limited liability partnership with the Registrar of Limited Liability Partnerships under section 15(1) of the Limited Liability Partnerships Act 2005 (Act 5 of 2005) provides that a primary nature of the business of the limited liability partnership is to supply architectural services;

(b) the partners in the limited liability partnership consist only of persons who satisfy such requirements as the Board may, with the approval of the Minister, prescribe;

(c) at least one of the partners of the limited liability partnership is a registered architect who has in force a practising certificate;

(d) the business of the limited liability partnership, so far as it relates to architectural services in Singapore, will be under the control and management of a partner who -

(i) is a registered architect who has in force a practising certificate; and

(ii) is authorised under a resolution of the partners of the limited liability partnership to make all final architectural decisions on behalf of the limited liability partnership with respect to the requirements of this Act, the rules or any other law relating to the supply of architectural services by the limited liability partnership;

(e) the name of the limited liability partnership has been approved by the Board; and

(f) the limited liability partnership is insured against professional liability in accordance with section 24 and the rules.

(5) Any application for a licence or for the approval of the name of a corporation, partnership or limited liability partnership under this section shall be in such form and shall be made in such manner as may be prescribed.

(6) The Board may refuse to grant a licence under this section to any corporation (whether unlimited or not), partnership or limited liability partnership if, in the opinion of the Board the past conduct of any director, manager or employee of the corporation or any partner, manager or employee of the partnership or limited liability partnership affords reasonable grounds for believing that the corporation, partnership or limited liability partnership, as the case may be, will not supply architectural services in accordance with any written law and with honesty and integrity.

(7) Every licence granted under this section shall, unless earlier revoked, be valid for such period as may be specified therein.

(8) Any person whose application for a licence or for the approval of the name of a corporation, partnership or limited liability partnership has been refused by the Board may, within 30 days after being notified of such refusal, appeal in the prescribed manner to the Minister whose decision shall be final.

(9) In subsections (1) and (2), "prescribed number or proportion of directors" means -

(a) a majority of the directors, where no number or proportion is specified under paragraph (b); or

(b) where a number or proportion is specified by the Minister for the purposes of subsections (1)6 and (2) by notification in the Gazette, such number or proportion of directors as may for the time being be so specified..

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Section 21 -
Conditions of licence to practise

21.- (1) It shall be a condition of every licence granted to any corporation, partnership or limited liability partnership that the corporation, partnership or limited liability partnership, as the case may be, shall supply architectural services in Singapore by a registered architect -

(a) who has in force a practising certificate; and

(b) who is -

(i) in the case of a corporation, a director or an employee of the corporation;

(ii) in the case of a partnership, a partner or an employee of the partnership; or

(iii) in the case of a limited liability partnership, a partner or an employee of the limited liability partnership.

(2) It shall be a condition of every licence granted to any corporation, other than an unlimited corporation, or to any limited liability partnership that the corporation or limited liability partnership, as the case may be, shall not supply architectural services in Singapore unless the corporation or limited liability partnership is insured in respect of professional liability in accordance with section 24 and the rules.

(3) It shall be a condition of every licence granted to any corporation, partnership or limited liability partnership that the name of the corporation, partnership or limited liability partnership shall not be changed without the prior approval of the Board.

(4) Without prejudice to subsections (1),(2) and (3), the Board may grant a licence subject to such other conditions as the Board thinks fit and may at any time vary any existing conditions (other than those specified in subsections (1),(2)) and (3)) of such a licence or impose additional conditions thereto.

(5) Where a licence is granted by the Board to a corporation, partnership or limited liability partnership subject to conditions (other than those specified in subsections (1),(2) and (3)), the corporation, partnership or limited liability partnership may, if aggrieved by the decision of the Board, appeal in the prescribed manner to the Minister whose decision shall be final.

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Section 22 -
Change in composition of board of directors, members, etc.

22.- (1) Any licensed corporation shall, within 30 days of the occurrence of -

(a) any alteration of its memorandum or articles of association to remove the restrictions, limitations or prohibitions of the kind specified in section 20 (1), (2) or (4), whichever is applicable thereto;

(b) any change in the composition of its board of directors, members or shareholders; or

(c) any revocation of any resolution passed by the board of directors under section 20 (1)(d)(ii) or (2)(c)(iii), furnish the Board a true report in writing giving full particulars of the alteration or change.

(2) Any licensed partnership shall, within 30 days of the occurrence of any change in the composition of its members, furnish the Board a true report in writing giving full particulars of the change.

(3) Any licensed limited liability partnership shall, within 30 days of the occurrence of any change in the composition of its partners, furnish the Board a true report in writing giving full particulars of the change.

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Section 23 -
Application of Companies Act.

23.- (1) Sections 162, 163, 197 of and the Eighth Schedule to the Companies Act(Cap 50) shall apply to a licensed corporation which is an exempt private company subject to the modification that any reference in those sections and that Schedule to an exempt private company shall not include a reference to the licensed corporation.

(2) Every licensed corporation referred to in subsection (1) shall -

(a) comply with the prohibitions in section 162 (relating to loans to its directors) and section 163 (relating to loans to persons connected with the directors of the lending company) of the Companies Act as if it were not an exempt private company; and

(b) forward annually to the Registrar of Companies, together with the annual return required by section 197 of the Companies Act, such copies of documents as are required to be included in the annual return and such certificates and particulars in accordance with the prescribed form referred to in section 197(2) of that Act as if it were not an exempt private company.

(3) In this section, "exempt private company" has the same meaning as in the Companies Act.

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Section 24 -
Liability insurance

24. Every licensed corporation which is not an unlimited corporation and every licensed limited liability partnership shall be insured against liability for any breach of professional duty arising out of the conduct of its business of supplying architectural services in Singapore as a direct result of any negligent act, error or omission committed by -

(a) in the case of a corporation, the corporation or its directors, managers, secretaries or employees; or

(b) in the case of a limited liability partnership, the partnership or its partners, managers or employees.

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Section 25 -
Relationship between client and licensed corporation or limited liability partnership

25. A licensed corporation or a licensed limited liability partnership shall have the same rights and shall be subject to the same obligations in respect of fiduciary, confidential and ethical relationships with each client of the corporation or limited liability partnership, as the case may be, that exist at law between a registered architect and his client.

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Section 26 -
Professional responsibility of supervising architect

26. A registered architect who has the control and management of the business of a licensed corporation, partnership or limited liability partnership relating to the supply of architectural services in Singapore shall be subject to the same standards of professional conduct and competence in respect of such services as if he was personally supplying the architectural services.

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Section 26A -
Revocation of licence

26A. (1) Subject to subsection (3), the Board may by order revoke any licence it has granted to a corporation, partnership or limited liability partnership if, in the opinion of the Board -

(a) the corporation, partnership or limited liability partnership has failed to comply with any condition imposed by the Board under section 21;

(b) the memorandum or articles of association of the corporation have been so altered that they no longer include the restrictions, limitations or prohibitions of the kind specified in section 20(1) or (2), whichever is applicable;

(c) a person who is neither -

(i) a registered architect who has in force a practising certificate; nor

(ii) an allied professional who has in force a practicing certificate, has a beneficial interest in the capital assets and profits of the partnership;

(d) the limited liability partnership no longer satisfies the requirements of section 20(4);

(e) the licence had been obtained by fraud or misrepresentation;

(f) the corporation, partnership or limited liability partnership has ceased to supply architectural services in Singapore;

(g) the corporation, partnership or limited liability partnership has contravened any provision of the prescribed code of professional conduct and ethics;

(h) the corporation, partnership or limited liability partnership has contravened section 22, 23 or 24 or has been convicted of an offence under this Act;

(i) the conduct of any director, manager or employee of the corporation, or any partner or employee of the partnership or limited liability partnership, affords grounds for believing that the corporation, partnership or limited liability partnership, as the case may be, will not supply architectural services in Singapore in accordance with any written law and with honesty and integrity; or

(j) the corporation, partnership or limited liability partnership has refused or failed to comply with an order of the Board made under subsection (2).

(2) The Board may, in any case in which it considers that no cause of sufficient gravity for revoking a licence exists, by order impose on the corporation, partnership or limited liability partnership concerned a penalty not exceeding $20,000 and every such penalty shall be recoverable as a debt due to the Board.

(3) The Board shall not exercise its powers under subsection (1) or (2) unless an opportunity of being heard by a representative in writing or by counsel had been given to the corporation, partnership or limited liability partnership against which the Board intends to exercise its powers.

(4) Where the Board has revoked a licence under this section, the Registrar shall serve on the corporation, partnership or limited liability partnership concerned a notice of the order made by the Board.

(5) Any order by the Board revoking a licence or imposing a pecuniary penalty shall not take effect until the expiration of 30 days after the Board has served the order on the corporation, partnership or limited liability partnership concerned.

(6) Where an order of revocation becomes effective -

(a) the Registrar shall cause notice of the revocation to be published in the Gazette and remove from the register of licences the name and other particulars of the corporation, partnership or limited liability partnership concerned; and

(b) the corporation, partnership or limited liability partnership concerned shall, as from the date of the notice, cease to supply architectural services in Singapore except as may be approved by the Board for the purpose of winding up its business.

(7) Subsection (6)b) shall not prejudice the enforcement by any person of any right or claim against the corporation, partnership or limited liability partnership or by the corporation, partnership or limited liability partnership of any right or claim against any person.

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Section 26B -
Appeal against order of Board

(1) If the Board has made -

(a) an order of revocation of a licence under section 26A against a corporation, partnership or limited liability partnership; or

(b) an order imposing any pecuniary penalty on a licensed corporation, partnership or limited liability partnership under section 26A(2), the corporation, partnership or limited liability partnership concerned may, within 30 days after being served with the notice of the order, appeal to the High Court against the order, and the decision of the High Court shall be final.

(2) Where the corporation, partnership or limited liability partnership concerned has appealed to the High Court against an order under section 26A, the order shall not take effect unless the order is confirmed by the High Court or the appeal is for any reason dismissed by the High Court or withdrawn.

(3) Any corporation, partnership or limited liability partnership whose name has been removed from the register of licensee under section 26A(6)(a)shall, if its appeal to the High Court is allowed, be immediately reinstated without payment of any feel

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