All Singapore laws are
written in English
But the English language is the most
ambiguous language resulting in
confusion and mis-interpretations
for example:
“I failed to contact Jenny”
What did I mean?
1. I did all I could to contact Jenny, e.g. telephoned
her, SMSed her, emailed her, sent her letters and
postcards, but could not contact her?
OR:
2. I simply forgot to contact Jenny?
And laws are even worse.....
 Why?
 Because those who drafted the laws are not the
same people as the proponents or users of the
laws.
 Law draftsmen cannot read what were in the
minds of the proponents or users and in order to
camouflage possible errors, used superfluous
language with multiple meanings.
The training of lawyers....
 the law degree (LL B) at NUS allows the
undergraduate to major in Constitutional Law,
Criminal Law, Family Law, Construction Law,
Company Law, etc., but NOT Strata Laws.
 Thus, a lawyer who specialises in Company Law
would use the Companies Act as the template for
interpreting the Strata Law ..... as in the case of..
STB No. 31 of 1994
 Issue:
 Council passed resolutions by “circular
motion” without convening a council
meeting.
 Rational:
 Under the Companies Act, the Board of
Directors can pass resolutions by passing
around for other directors to sign (circular
motion).
Ruling? Not Allowed.
 A Management Council (MC) is different
from a company’s Board of Directors
(BOD) in that the directors need not own
shares of the company, but Council
members must be home owners or SPs.
 Shareholders are not allowed to attend
meetings of the BOD, BUT
 SPs are allowed to attend meetings of the
MC.
New Provision (2nd Schedule)
 Many councils have difficulty getting the
quorum and passing resolutions. Hence, the
law has been amended to provide for the
passing of resolutions in writing (similar to
the circular motion mentioned earlier), so
long as the necessary requirements under
the Second Schedule, Section 7, are
complied with.
How are laws made or amended?
 Problems in society surfaced as in the Bukit
Timah Plaza water contamination case and
others.
 Stakeholders (affected parties) petitioned
the government.
 Working committee is formed.
 Views, suggestions and proposals are made.
Draft provisions are formulated and various
parties negotiate their differences.
Drafting the law....
 Laws are drafted by legal draftsmen at the
Attorney General’s Chambers (AGC) who
did not participate in the industry’s
deliberations and did not know what were
the exact intention of each issue.
 Thus, in many cases, the legal draftsmen
“second guess” the intention or simply used
general terms which could be ambiguous.
So who should interpret the law?
 For Strata Laws, the most suitable authority
is the BCA because they are involved in all
the negotiations and deliberations, and even
the preliminary drafting work.
 Unfortunately, they cannot entertain the
individual council member or even the
management corporations
WHY?
 Because there are more than 3,000 MCs in
Singapore and more are being formed.
 BCA would need an army to entertain the
thousands of council members, managing
agents, housing developers and the
inquisitive SPs.
 So their standard reply is “consult your
lawyer”
How about FAQs and Guide Books?
 Yes, there are FAQs in BCA’s website
 And they have published a laymen’s guide
called “Strata Living in Singapore”
BUT
“Sorry, I can’t understand the explanation in
the FAQ or guide book. Can you please
clarify......”
So what’s the solution?
 Join AMCIS --- WHY?
 Firstly, there is one and only one AMCIS.
So BCA need not deal with the huge
population of council members, etc.
 Secondly, AMCIS has a panel of legal
advisers to clear the more common
problems and reduce duplication
and MOST IMPORTANT....
 AMCIS contributed almost all the new
provisions and amendments and has details
of the numerous events that lead to each
amendment or new provision,
 for example, take the new definition of
council members
Section 53 of the BMSMA
 specifies that all council members shall
be natural persons
but this definition does not exist in the
LTSA
Why and who is a natural person?
Definition of a natural person...
 You and I are natural persons – homo
sapiens – whether male or female,
heterosexual or homosexual.
 Animals are not; aliens from outer space are
not, and companies are not natural persons.
 While a company is a legal entity in that it
can sue and be sued, it is not a natural
person
How to apply the new definition?
 So what is the difference with and without
this new inclusion of a natural person?
 Under what circumstances do we invoke or
apply this new definition and what results
do we expect?
 BCA or AMCIS - Now you can see why other than BCA,
AMCIS is the only authority on the
BMSMA and the LTSA
 Especially so when we are non-profit and
we are formed BY management corporations FOR management corporations.
BMSMA & LTSA for MCs
 the Strata Laws are for Management
Corporations to manage their estates
 not for the housing developers which is the
Building Control Act (except the initial
period)
 not for the managing agents (except the
hiring and firing)
Analysis and Application
Effects of the BMSMA on: the Management Council
 the Management Corporation
 the Subsidiary Proprietors
 the Managing Agent
 the Housing Developer
Another definition.....
 the new BMSMA defines - "immediate family member" , in
relation to any person, means a spouse,
child, adopted child, step-child, sibling
or parent of that person;
 this definition was not given in the
LTSA. Why?
Proportional representation....
 the original LTSA allowed an investor
owning more units to have more seats in the
council
 this privilege was removed because of
complaints that big investors such as
housing developers could effectively control
the council with more council members
 Why the change??
 the BMSMA now allows more than one seat
(S. 53 (12)(b) – the 49% rule)
 How will this affect the council? Are we
not going backwards?
 What precautions should MCs take?
Back to Exclusive Use.....
 the most common problem is on special car
park lots....
 others are generally those corner units
where the staircases lead to only one unit.....
New provision to allow shortterm exclusive parking...
 As the result of the above and other similar
instances where it becomes necessary for shortterm exclusive use to be granted, the new
BMSMA allows the MC to pass an ordinary
resolution under a By Law for that purpose if the
term is not more than 1 year (S. 33(1)(a)
 And for more than 1 but less than 3 years, a
special resolution is needed (S33 (1)(b), while for
longer terms, a 90% resolution is required (S.33
(1)(c).
 New share value scale
 Existing share values for residential
properties are in 100 m2 intervals which
makes it unfair for properties just 1 or 2 sq.
m. larger and having to pay the full share
for the next 98 or 99 m2 of space.
 New scale is in 50m2 intervals and reduces
the inequality .
Example:
 Old formula: up to 100m2 .... 3 shares and 4
shares between 101 m2 and 200 m2, an increase of
33% if your area is merely a few sq. m. more
 New formula: up to 100m2 , the share value is 6,
and for 101 to 150 m2 , the share value is 7, or an
increase of 16.6%, half the previous case. Only
when your area exceeds 150 m2 will you need to
pay the full 33% increase to 8 shares (2/6 = 1/3)
Share value cannot be changed
 but contribution rates can be changed –
Manhattan House’s case.
 For example – in an estate with two blocks,
one high rise of 20 storeys with lifts and
roof top water tanks, and one walk-up
apartment of 3 storeys without the lifts and
water tanks.
Varying contribution rates...
 Assuming all units are of the same size and
are allotted the same share value of 6
shares, the contribution rate for the walk-up
apartments could be, say, $60 per share
value, while the rate for the high rise block
could be, say, $80 per share value, to take
into account the additional costs of
maintaining the lifts and water tanks
[resolution by consensus, S. 41 (8)]
Alternative solution....
 An alternative way to overcome the
disparity is for this estate to adopt the multitier MC scheme in which each block forms
its own MC and a master MC is formed to
take care of the shared common properties
such as the swimming pool, car parks,
garden, etc.
 But a multi-tier MC has its difficulties as
would be discussed later.
Rebates on maintenance fund
 GIRO, prompt or early payment rebates
now made possible after 12 years of debate!
 Only a special resolution is needed under
Section 41 (9)
Term of office for council members
 No change, except for the Hon Treasurer
similar to the Societies Act, but small
estates with less than 10 units can seek
exemption from this rule; others can play
“musical chairs”
 Chairman, secretary and treasurer can now
resign and land the estate in anarchy – we’ll
wait and see .......
Disqualification of council members
 SPs disqualified from voting can no longer
be voted to office (case: Peoples’ Park)
 SPs convicted of fraud or dishonesty
[Section 54 (j)]
 Council members elected, but are in arrears
of contributions for more than a quarter (3
months) can be removed [S. 54 (2)(a)]
FREEZE the Council – S54 (4)..
 4) The members for the time being of the
council shall, notwithstanding anything in the
Second Schedule, constitute a quorum at a
meeting of the council for the purpose only of
 (a) appointing a person under subsection (3)
to fill a vacancy in the office of the
chairperson, secretary, treasurer or other
member of a council; or
 (b) convening a general meeting of the
management corporation for that purpose.
Disclosure of interests......
 in addition to disclosure, council members - (b) not take part in the consideration or
discussion of, or vote on any question with
respect to, that contract or proposed contract
or other matter; and
 (c) if the chairman or the person presiding at
that meeting so directs, withdraw from the
meeting during the consideration or
discussion unless asked by the council to be
present to provide information. (Sect. 60)
Penalties for dishonesty....
 (a) be liable to the management corporation
for any profit made by him or for any damage
suffered by the management corporation as a
result of the breach of any such provision;
and
 (b) be guilty of an offence and shall be liable
on conviction to a fine not exceeding $5,000
or to imprisonment for a term not exceeding
12 months or to both – Section 61
Power to convene EOGM...
 Council is now empowered to convene
extra-ordinary general meetings [Section 27
(2)] with the half-hour rule applicable as in
an ordinary general meeting.
All about resolutions....
 Need to introduce three new types of
resolutions – by consensus, comprehensive
and 90%.
Counting of votes....
 Case of counting the positive votes for a
special resolution (covered walk way)
instead of the objections under old LTSA
 Example: Total 1000 shares, 400 shares
attended the meeting (including proxies)
 280 shares or 70% voted in favour;
 80 shares or 20% objected;
 rest either abstained or spoilt votes
Si liau.....
 MA declared special resolution defeated
because less than 75% voted in favour. He
assumed that if more than 25% objected (as
per LTSA), then more than 75% must
support the motion.
 Group of SPs took MC to court for a
judiciary declaration to reverse the decision
because only 25% objected, not more.
LTSA did not say you count the “yes” votes
New way of counting.....
 the BMSMA removes this problem by
counting the “yes” votes like all the other
resolutions – at least 75% in favour.
 Warning….. This may lead to more trouble!
Greater transparency?
 Minutes of council meetings must now be
posted on the notice board within seven (7)
days of the meeting and remain on the
notice board for 14 days (Second Schedule,
S.3)
 Problem: minutes are normally prepared by
managing agents......how to comply ....
Hire an APMA
 APMA stands for Accredited Professional
Managing Agent and are required to comply
with the industry standards of performance
for managing agents approved by AMCIS
as per PMR 2.
 Penalties are prescribed for failure and
disciplinary action, including removal from
the accreditation status can be imposed....
Key issues for developers...
1. reduction of initial period to one year
2. reduction of quorum for AGM to 30%
to facilitate the take-over by owners (case: B8
and others)
Why owners need to take over from
developers ASAP?
Concession for developer...
 3 months’ grace period to commence
collection of maintenance fund
contributions
 rationale and case studies
Issues affecting MAs
 MA’s contract can now be three years
instead of one, but must be reviewed
annually. Any difference?
 MC can authorise council to appoint,
terminate and replace managing agent
without a general meeting ...S.66 of
BMSMA vs: S.68 of the LTSA
Application of Section 68...
 a management corporation may, by a
resolution passed at a general meeting,
appoint a managing agent
 Contrast (1) with (1A): (1A) Any managing agent appointed under
subsection (1) shall hold office until the
conclusion of the next annual general
meeting.
adverbs “may” and “shall”...
 (3) Any managing agent appointed by a
management corporation may at any time
be removed from office
 (10) The fees and expenses of a managing
agent shall be fixed by the management
corporation in a general meeting or, if so
authorised by the subsidiary proprietors at
the last preceding general meeting, by the
council of the management corporation
 $1.0b. Poser:
 If the LTSA specifies that when the MA is
appointed.... he SHALL hold office until the
next AGM, and yet MAs routinely are
allowed to “resign” from their office
without a general meeting, but MCs need to
convene a general meeting in order to
remove the MA or appoint a replacement,
where is the equality or justice?
 Applications of S. 68 (PW and others)
Preserve your exit.........
 To appoint M/s XYZ as managing agent for the
21st financial year and authorise the Management
Council to determine its remuneration. In the
event, M/s XYZ, is unable to act as managing
agent for the Corporation or on terms not
acceptable to the Management Council, the
Management Council is hereby authorised to
appoint any other AMCIS accredited managing
agent for the 21st financial year, and to determine
its terms of appointment and remuneration
accordingly.
New BMSMA allows....
 To authorise the incoming management
council to appoint a managing agent and
determine its terms of appointment and
remuneration, and to empower the council
to replace him and re-appoint a new
managing agent as necessary without
convening a general meeting for this
purpose.
 Section 68 – collecting proxies
 Cases: Mixed developments in Peoples’
Park, Chinatown, Alexandra, Orchard Road,
etc., ECs in east coast, Condos in Bishan,
Thomson, Jurong, etc.
 Section 68 – prohibited activity of
managing agent is an expansion of Rule 7.6,
Fourth Schedule, Professional Code of
Conduct for APMAs
Multi-tier MC or Multi-tier Headache?
 Introducing the multiplex condominiums
(MPCs)....
 objective
 design
 co-ownership of the facilities complex
 clear cut boundaries
 size of MPCs – Country Club Condos
Camouflaging the multi-tier...
 the mixed-development problem
 the walk-up apartments vs high-rise block
problems in residential estates
 applying the wrong concept
Discounts instead of Multi-tier
 Case of Manhattan House – STB allowed
discounts to residential units without central
airconditioning
 Hence, walk-up apartments without lifts and
roof-top water tanks may also be given
similar rebates
 Even ground floor units of the high-rise
block can also be given rebates for not
using lifts
Veto of lift upgrading, etc.
is poor management....
 Lack of planning and budgets result in need
to raise funds for upgrading works offering
opportunity for disgruntled SPs to veto
 Special resolution is academic at time of
upgrading (including repainting, re-roofing,
etc.) if provisions have been made annually
 Approval of annual budgets providing
sinking fund levies for lift upgrading,
repainting, re-roofing, etc., is, granting
approval for the eventual project.
 Thus, as long as funds are built up at the
point of executing the project, approval by
way of special resolutions are unnecessary
since the project had been approved
annually with the building up of the funds
Multi-tier MC wrong solution...
 Accordingly, the rebates would be a more
effective way of solving the above problems
rather than creating a multi-tier MC with its
multi-tier politicking and consequential
problems.
 Before your can even solve a problem, you
may have created multiple problems
Multiplex Condos are neat....
 with clear cut boundaries, distinctly
different parcels that can even be divested if
necessary.
 There are already existing groups of condos
that lend themselves to forming a multiplex
condo to implement the multi-tier MCs.
Possible sites......
Subsidiary Proprietors beware..
 ISSUE NO. 1
 Interfloor seepage. Commissioner has just
announced that the onus is for the upper
floor unit to prove that his unit is not at fault
 What lead to this new ruling?
IMPORTANT: ISSUE NO. 2...
 Falling Windows can land you in JAIL!
 Section 9 of the BMSMA requires you to
prove that you have maintained your fixed
structures, particularly windows, otherwise
you can be fined up to $10,000, and/or jail
up to 12 months, regardless of the type of
window – casement, sliding, top hung,
louvres, etc.
Don’t be confused by casements
 Order made in 2004 involves replacement
of aluminum rivets and stays for casement
windows
 New law (S.9) covers MAINTENANCE of
ALL types of windows and other structures
such as awnings.
AMCIS to your rescue..........
 For a small fee, the AMCIS GLOBAL
WINDOW INSPECTION service provides:
 Inspection of your windows by BCA
certified window installers to certify that
you have maintained your windows.
 Free insurance to cover you from civil
claims for damages and injuries (up to
$500,000 per claim)
PLUS ..............
 Free legal service to represent you in court
in the unlikely event of a prosecution
 ACT NOW, before you or your SP is jailed!
Costs?
 Very nominal as AMCIS is non-profit:
 Estates with less than 100 units -- $27 per
unit (members) or $30 (non-members)
 100 to 299 units -- $24 per unit (members)
or $27 (non-members)
 300 units or more -- $22 per unit (members)
or $25 (non-members)
 Act NOW for a peace of mind
Upgrading standards.....
 of real estate management.
 PMR 2 is being reviewed and upgraded to
PMR 3 to prepare for the next amendment
of the LTSA and BMSMA
 Standards to be raised, new criteria to be
developed....PMS, equivalent of FRS.....
Compendium
to
BCA’s Layperson’s guide
book
THANK YOU
for your patience.