OSEA Pte Ltd registration rejection

The OSEA Pte Ltd registration rejection was a decision announced on 11 April 2018 by the Accounting and Corporate Regulatory Authority (ACRA) to reject an application by historian Thum Ping Tjin and activist Kirsten Han to register a private company, OSEA Pte Ltd, on the grounds that its registration would be "contrary to Singapore's national interests". ACRA characterised the proposed company — which was linked to the Southeast Asian media platform New Naratif and indirectly funded through the Open Society Foundations — as having a political purpose that would allow foreigners to fund and influence domestic politics. Thum, Han and New Naratif rejected this characterisation, saying their funding was disclosed voluntarily and did not affect their editorial independence. Thum appealed the decision, but Finance Minister Heng Swee Keat rejected the appeal on 28 September 2018, a decision that was final under the Companies Act. The rejection was subsequently invoked by Minister for Home Affairs and Law K. Shanmugam during the 2021 parliamentary debate on the Foreign Interference (Countermeasures) Act (FICA).

Background

New Naratif

New Naratif was launched as a website on 1 November 2017 by four Singaporeans: managing director Thum Ping Tjin, editor-in-chief Kirsten Han, creative director Sonny Liew, and designer Izyanti Asa'ari. It described itself as a platform for Southeast Asian journalism, research, art and community-building, funded through membership subscriptions rather than advertising. The site's revenue came from members who subscribed at levels between US$52 and US$552 per year.

The website was owned by Observatory Southeast Asia Ltd (OSEA UK), a non-profit company registered in the United Kingdom. New Naratif had also received a grant from the Foundation Open Society Institute (FOSI), a Swiss charitable foundation associated with the Open Society Foundations (OSF) founded by George Soros.

The application

On 8 February 2018, an application was made to ACRA to register OSEA Pte Ltd as a private company limited by shares, to be a wholly owned subsidiary of OSEA UK. The application designated Thum as Director and Han as Editor-in-Chief. Among the proposed company's stated activities were organising discussion fora, workshops and other events in Singapore — including "Democracy Classroom" sessions — and providing editorial services to New Naratif.

ACRA's rejection

On 11 April 2018, ACRA notified the applicants that the application had been rejected. In a statement issued the same day, ACRA said the proposed company's purposes were "clearly political in nature". It noted that OSEA UK had received a grant of US$75,000 from FOSI, and characterised OSF as having been "expressly established to pursue a political agenda the world over", with "a history of involvement in the domestic politics of sovereign countries" — citing, as an example, reported financial backing of organisations opposing the Catholic Church's position in a referendum in Ireland.

ACRA stated that New Naratif had published articles critical of politics in regional countries, including claims that certain governments used violence to maintain political control, manipulated or framed events for political gain, and had "rigged" their electoral systems. Its stated position was that while foreign philanthropies could fund causes elsewhere, "none of them can be allowed to fund Singaporean organisations or individuals participating in our domestic politics", and that "Singapore's politics should be for Singaporeans alone to determine". On these grounds it concluded that registering OSEA Pte Ltd would be contrary to Singapore's national interests.

Responses and rebuttals

New Naratif's statement

On 12 April 2018, New Naratif issued a statement rejecting ACRA's characterisation. It said that any notion it was "being used by foreigners to pursue a political activity in Singapore" was unfounded, and that it was substantially supported by revenue from over 420 members in 17 countries. It said it had volunteered information about the FOSI grant when ACRA asked whether it had any links or affiliations with local or foreign organisations, and that "FOSI and the OSF do not have any involvement or input in New Naratif's editorial decisions or the day-to-day running of our start-up". Thum and Han also publicly refuted the allegation that OSEA Pte Ltd would be used by foreigners to pursue political activity in Singapore.

ACRA's rejoinder

Later on 12 April 2018, ACRA issued a rejoinder. It said New Naratif's own statement had confirmed the FOSI grant and its funding from "over 420 members in 17 different countries", and argued that "its political activities in Singapore would appear to be funded by a number of foreigners — not only foreign entities like OSF but also citizens of foreign countries". ACRA maintained that, even if OSF, FOSI or the website's other foreign donors were not involved in its day-to-day running, registering OSEA Pte Ltd "would amount to allowing a foreign entity or foreigners to fund and influence political activities in Singapore". It noted that the applicants had 30 days to appeal.

Appeal and final decision

Thum submitted an appeal letter to the Ministry of Finance on 9 May 2018. In his appeal he argued that foreign funding was not "in and of itself" against the national interest, that OSEA Pte Ltd would be controlled by Singaporeans, and that its activities would be similar to other programmes in Singapore.

On 28 September 2018, Finance Minister Heng Swee Keat rejected the appeal. In its statement, the ministry said the minister had considered representations from both the Registrar of Companies and Thum, and concluded that the proposed company, if registered, "could provide an avenue for foreigners or foreign entities to influence or interfere with Singapore domestic politics" through conditions imposed via direct or indirect funding. The ministry stated that Thum did not dispute that the company was being set up for political purposes conducted in Singapore with Singaporeans as the target audience, nor that it would be funded by foreigners and foreign entities. It reiterated that OSEA UK had received a grant of up to US$75,000 on terms imposed by FOSI, funding the operations of New Naratif. Under the Companies Act, the minister's decision was final.

Later references during the FICA debate (2021)

The rejection was cited again in October 2021, when the Foreign Interference (Countermeasures) Act was passed by Parliament. During his second reading speech, Minister for Home Affairs and Law K. Shanmugam referred to the OSEA rejection, stating that in 2018 ACRA had rejected Thum and Han's attempt to register a company funded by OSF to organise "democracy classroom" sessions, and characterising New Naratif as receiving significant foreign funding.

Han rejected the characterisation. She said the grant New Naratif had received from the Open Society Foundation was no different from grants that media companies, arts organisations and research institutes worldwide apply for, and came with no ability to control the outlet's editorial decisions. She noted that OSF had funded a wide range of bodies, including ASEAN Parliamentarians for Human Rights (of which PAP members were part) and Harvard College, and stated that she had left New Naratif in early 2020 and that her subsequent work was not funded by Soros.

See also

• Accounting and Corporate Regulatory Authority
• New Naratif
• Thum Ping Tjin
• Kirsten Han
• Foreign Interference (Countermeasures) Act