On 18/06/2013,
you requested for the version in force on 18/06/2013
incorporating all amendments published on or before 18/06/2013.
The closest version currently available is that of 01/04/2006.
PART III
PROVISIONS APPLICABLE TO PARTICULAR INSTRUMENTS
15.
—(1) If it is shown to the satisfaction of the Commissioner that the prescribed conditions have been fulfilled, ad valorem stamp duty under Articles 3(a) and (c) and 9(c) in the First Schedule shall not be chargeable on any instrument made on or after 1st July 2000 for the purposes of or in connection with —
(a)
the transfer of the undertaking or shares in respect of a scheme for the reconstruction of any company or companies, or the amalgamation of companies;
(b)
the transfer, conveyance or assignment of any beneficial interest in any asset between —
(i)
companies which are associated in such manner as may be prescribed;
(ii)
registered business trusts which are associated in such manner as may be prescribed; or
(iii)
companies and registered business trusts which are associated in such manner as may be prescribed; or
(c)
the conversion of a firm to a limited liability partnership under section 20 of the Limited Liability Partnerships Act 2005 (Act 5 of 2005).
[32/2000; 6/2005; 39/2005]
(2) No instrument referred to in this section shall be deemed to be duly stamped unless —
(a)
it is stamped with the duty to which it would but for this section be liable; or
(b)
it has been brought to the Commissioner under section 37 and he has certified under section 38 that the full duty with which it is chargeable has been paid or that it is not chargeable with duty.
[32/2000]
(3) Where any claim for relief from duty under this section has been allowed and it is subsequently found that —
(a)
any declaration or other evidence furnished in support of the claim was untrue in any material particular; or
(b)
any prescribed matter which the Commissioner was satisfied would not occur in allowing the relief, does occur,
the claim shall be deemed to have been disallowed and an amount equal to the duty remitted shall —
(i)
become payable immediately; and
(ii)
be recoverable from the transferee company as a debt due to the Government, together with interest thereon at the rate of 6% per annum, from the date on which the duty would have become chargeable if this section had not been enacted.
[32/2000]
(4) In this section —
“firm” has the same meaning as in section 2(1) of the Business Registration Act (Cap. 32);
“registered business trust” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A).
[6/2005; 39/2005]
16.
—(1) Any conveyance or transfer operating as a voluntary disposition inter vivos shall be chargeable with the like stamp duty as if it were a conveyance or transfer on sale, with the substitution in each case of the value of the property conveyed or transferred for the amount or value of the consideration of the sale.
(2) The Commissioner may be required to express his opinion under section 37 on any conveyance or transfer operating as a voluntary disposition inter vivos, and no such conveyance or transfer shall be deemed to be duly stamped unless the Commissioner has expressed his opinion thereon in accordance with that section.
(3) Any conveyance or transfer (not being a disposition made in favour of a purchaser or incumbrancer or other person in good faith and for valuable consideration) shall, for the purposes of this section, be deemed to be a conveyance or transfer operating as a voluntary disposition inter vivos, and (except where marriage is the consideration) the consideration for any conveyance or transfer shall not for this purpose be deemed to be valuable consideration where the Commissioner is of the opinion that by reason of the inadequacy of the sum paid as consideration or other circumstances the conveyance or transfer confers a substantial benefit on the person to whom the property is conveyed or transferred.
(3A) For the purpose of subsection (3) —
(a)
a conveyance or transfer shall be treated as a conveyance or transfer made in consideration of marriage if —
(i)
the transferor is a party to the marriage or is a parent, grandparent or sibling of a party to the marriage;
(ii)
the transferee is a party to the marriage;
(iii)
the property or interest in the property conveyed or transferred is the matrimonial home of the parties to the marriage;
(iv)
the property or interest in the property is conveyed or transferred within the specified time period; and
(v)
there is no other property or interest in the property conveyed or transferred to the parties on the occasion of that marriage in respect of which ad valorem duty has not been charged because marriage was the consideration; and
(b)
a conveyance or transfer shall not be treated as a conveyance or transfer made in consideration of marriage if —
(i)
the marriage is between 2 parties who had previously been married to each other; and
(ii)
ad valorem duty was not charged on any property or interest in the property conveyed or transferred to the parties on the occasion of the previous marriage because marriage was the consideration.
[38/2002]
(3B) In subsection (3A) —
“parent”, in relation to a party to the marriage, means —
(a)
a natural parent of the party;
(b)
a person by whom the party was adopted in accordance with any written law relating to the adoption of children; or
(c)
a step-parent of the party,
and “grandparent” shall be construed accordingly;
“specified time period” means —
(a)
one year before or after the date of solemnization of a marriage; or
(b)
such other time period as may be prescribed in lieu of the time period specified in paragraph (a).
[38/2002]
(4) A conveyance or transfer made —
(a)
for nominal consideration for the purpose of securing the repayment of an advance or loan;
(b)
for effectuating the appointment of a new trustee or the retirement of a trustee, whether the trust is expressed or implied;
(c)
under which no beneficial interest passes in the property conveyed or transferred; or
(d)
to a beneficiary by a trustee or other person in a fiduciary capacity under any trust, whether expressed or implied,
shall not be charged with duty under this section.
(5) Subsection (4) shall have effect notwithstanding that the circumstances exempting the conveyance or transfer from charge under this section are not set forth in the conveyance or transfer.
17.
—(1) When any property is conveyed to any person in consideration, wholly or in part, of any debt due to him or subject either certainly or contingently to the payment or transfer of any money or stock or other property whether being or constituting a charge or incumbrance upon the property or not, such debt, money, stock or other property shall be deemed to be the whole or part, as the case may be, of the consideration in respect of which the conveyance is chargeable with ad valorem duty.
[Explanation.— In the case of a sale of property subject to a mortgage or other incumbrance, any unpaid mortgage money or money charged, together with the interest, if any, due on it shall be deemed to be part of the consideration for the sale.]
(2) A conveyance on sale made for any consideration in respect of which it is chargeable with ad valorem duty, and in further consideration of a covenant by the purchaser to make or of his having previously made, any substantial improvement of or addition to the property conveyed to him, or of any covenant relating to the subject-matter of the conveyance, is not chargeable, and shall be deemed not to have been chargeable with any duty in respect of such further consideration.
[Illustrations]
(1) A owes B $1,000. A sells a property to B, the consideration being $500 and the release of the previous debt of $1,000. Stamp duty is payable on $1,500.
(2) A sells a property to B for $500 which is subject to a mortgage to C for $1,000 and unpaid interest $200. Stamp duty is payable on $1,700.
(3) A mortgages a house to B for $5,000. B afterwards buys the house from A for $5,000 and a release of the mortgage debt. Stamp duty is payable on $10,000.
18.
—(1) Subject to section 17, a decree or order for, or having the effect of an order for, foreclosure in respect of mortgaged property shall be chargeable with duty as if it were a conveyance of that property on sale.
(2) The ad valorem stamp duty upon any decree or order under subsection (1) shall not exceed the duty on a sum equal to the value of the property to which the decree or order relates, and where the decree or order states that value, such statement shall be conclusive for the purpose of determining the amount of the duty.
(3) Where ad valorem stamp duty is paid upon any decree or order under subsection (1), any conveyance following upon that decree or order shall be exempt from the ad valorem stamp duty.
19.
—(1) Where the consideration, or any part of the consideration, for a conveyance on sale consists of money payable periodically for a definite period not exceeding 20 years, so that the total amount to be paid can be previously ascertained, the conveyance shall be charged in respect of that consideration with ad valorem duty on the total amount.
(2) Where the consideration, or any part of the consideration, for a conveyance on sale consists of money payable periodically —
(a)
for a definite period exceeding 20 years or in perpetuity; or
(b)
for any indefinite period not terminable with life,
the conveyance is to be charged in respect of that consideration with ad valorem duty on the total amount which will or may, according to the terms of sale, be payable during the period of 20 years next after the day of the date of the instrument.
(3) Where the consideration, or any part of the consideration, for a conveyance on sale consists of money payable periodically during any life or lives, the conveyance shall be charged in respect of that consideration with ad valorem duty on the amount which will or may, according to the terms of sale, be payable during the period of 12 years next after the day of the date of the instrument.
(4) No conveyance on sale chargeable with ad valorem duty in respect of any periodical payments, and containing also provision for securing the payments, shall be charged with any duty in respect of such provision, and no separate instrument made in that case for securing the payments is to be charged with any higher duty than $10.
Direction as to duty in cases of certain conveyances
20. [Repealed by Act 26 of 1996]
21.
—(1) Subject to this section, any instrument whereby property is conveyed or transferred to any person in contemplation of a sale of that property shall be treated for the purpose of this Act as a conveyance or transfer on sale of that property for a consideration equal to the value of that property.
[38/75]
(2) If, on a claim made to the Commissioner not later than one year after the making or execution of an instrument chargeable with duty in accordance with subsection (1), it is shown to his satisfaction —
(a)
that the sale in contemplation of which the instrument was made or executed has not taken place and the property has been reconveyed or retransferred to the person from whom it was conveyed or transferred or to a person to whom his rights have been transmitted on death or bankruptcy; or
(b)
that the sale has taken place for a consideration which is less than the value in respect of which duty was paid on the instrument by virtue of this section,
the Commissioner shall repay the duty paid by virtue of this section —
(i)
in a case falling under paragraph (a), so far as it exceeds the duty which would have been payable apart from this section; and
(ii)
in a case falling under paragraph (b), so far as it exceeds the duty which would have been payable if the instrument had been stamped in accordance with subsection (1) in respect of a value equal to the consideration in question.
(3) In a case falling under subsection (2)(b), duty shall not be repayable if it appears to the Commissioner that the circumstances are such that a conveyance or transfer on the sale in question would have been chargeable with duty under section 16(3).
(4) No instrument chargeable with duty in accordance with subsection (1) shall be deemed to be duly stamped unless the Commissioner has been required to express an opinion thereon under section 37 and has expressed his opinion in accordance with that section.
(5) Subsections (1) to (4) shall apply whether or not an instrument conveys or transfers other property in addition to the property in contemplation of the sale of which it is made or executed, but the provisions of those subsections shall not affect the duty chargeable on the instrument in respect of that other property.
(6) For the purpose of subsection (1), the value of property conveyed or transferred by an instrument chargeable with duty shall be determined without regard to —
(a)
any power (whether or not contained in the instrument) on the exercise of which the property, or any part of or any interest in the property, may be revested in the person from whom it was conveyed or transferred or in any person on his behalf; or
(b)
any annuity reserved out of the property or any part of it, or any life or other interest so reserved, being an interest which is subject to forfeiture.
(7) If, on a claim made to the Commissioner not later than one year after the making or execution of the instrument, it is shown to his satisfaction that any such power as is mentioned in subsection (6)(a) has been exercised in relation to the property and the property or any property representing it has been reconveyed or retransferred in the whole or in part in consequence of that exercise, the Commissioner shall repay the duty paid by virtue of subsection (6) —
(a)
in a case where the whole of such property has been so reconveyed or retransferred, so far as it exceeds the duty which would have been payable apart from subsection (6); and
(b)
in any other case, so far as it exceeds the duty which would have been payable if the instrument had operated to convey or transfer only such property as is not so reconveyed or retransferred.
22.
—(1) Every contract or agreement for the sale of —
(a) any equitable estate or interest in any property; or
(b) any estate or interest in any property except property situated outside Singapore or goods, wares or merchandise, or stock or marketable securities, or any ship or vessel, or part interest, share or property of or in any ship or vessel,
shall be charged with the same ad valorem duty, payable by the purchaser, as if it were an actual conveyance on sale of the estate, interest or property contracted or agreed to be sold.
[26/96]
(2) Where such ad valorem duty has been paid in accordance with subsection (1) and, before having obtained a conveyance or transfer of the property, the purchaser assigns his equitable estate or interest in that property or enters into any contract or agreement for the sale of that property, the assignment, contract or agreement shall be charged with ad valorem duty in respect of the consideration moving from the sub-purchaser of that estate, interest or property as if it were an actual conveyance on sale to the sub-purchaser.
[26/96]
(3) Where any purchaser or sub-purchaser has paid ad valorem duty upon any assignment, contract or agreement in accordance with subsection (1) or (2), the conveyance or transfer made to the purchaser or sub-purchaser, as the case may be, shall be chargeable with a duty of $10.
[26/96]
(4) Where a person, having contracted jointly or otherwise for the purchase of any property but not having obtained a conveyance thereof, directs the vendor of the property in writing to convey or transfer the property or any share therein —
(a)
to another person; or
(b)
where the person contracted for the purchase of the property jointly with another, to the joint purchasers in shares other than as specified in the contract for the purchase of the property,
the direction shall, for the purpose of this Act, be treated as a contract or an agreement for the sale of that property or share therein for a consideration equal to the value of that property or share therein and shall be chargeable with duty as if it were an actual conveyance on sale of that property or share therein.
[26/96]
(5) Where more than one contract or agreement for sale is executed by a purchaser in respect of the same sale of the same property, only one such contract or agreement for sale of the property shall be chargeable with ad valorem duty under this section and any other contract or agreement for the same sale of the same property shall be chargeable with a duty of $10.
[26/96]
(6) Subject to subsection (7), the ad valorem duty paid under this section upon any contract or agreement for the sale of property shall, on application, be refunded by the Commissioner where the contract or agreement is later rescinded or annulled on the ground that —
(a)
the vendor is unable to prove his title to the property;
(b)
a purchaser, being a foreign person, is unable to obtain approval under the Residential Property Act (Cap. 274) to acquire or purchase the property;
(c)
the property is acquired or is proposed for acquisition by any public authority pursuant to the provisions of any written law authorising or empowering the public authority to acquire land compulsorily;
(d)
the purchase of the property is conditional upon permission by the competent authority to develop or subdivide the property and such permission is refused;
(e)
either vendor or purchaser fails to obtain the approval of any public authority to sell or purchase, as the case may be, the property;
(f)
the Commissioner of Building Control made an order under section 24 of the Building Control Act (Cap. 29) in respect of the property; or
(g)
a Strata Titles Board refused an application for the sale of the property under section 84A, 84D or 84E of the Land Titles (Strata) Act (Cap. 158).
[26/96; 33/99]
(7) The refund under subsection (6) shall be made if and only if —
(a)
the application for refund is made by the person by whom the instrument was solely or first executed within —
(i)
6 months after the date of the stamp, or in the case of an executed instrument, after the date of the instrument;
(ii)
if the instrument is not dated, 6 months after the execution thereof;
(iii)
in the case of a contract or an agreement that is rescinded or annulled on the ground referred to in subsection (6)(g), 2 months after the refusal of a Strata Titles Board; or
(iv)
such further time as the Commissioner may deem reasonable when, in unavoidable circumstances, the instrument cannot be produced within that period; and
(b)
in the case of an executed instrument, the instrument is given up to be cancelled.
[26/96; 33/99]
(8) Subject to the provisions of this Act, this section shall apply to instruments made on or after 15th May 1996.
[26/96]
(9) In this section —
“Commissioner of Building Control” has the same meaning as in the Building Control Act (Cap. 29);
“competent authority” has the same meaning as in the Planning Act (Cap. 232);
“public authority” means the Housing and Development Board constituted by the Housing and Development Act (Cap. 129) or the Jurong Town Corporation constituted under the Jurong Town Corporation Act (Cap. 150);
“Strata Titles Board” means a Strata Titles Board constituted under Part VI of the Land Titles (Strata) Act (Cap. 158).
[33/99]
Contracts and instruments chargeable as conveyances on sale of residential property
22A. [Repealed by Act 39 of 2005]
Exempted instruments made on or after 15th May 1996
22B. [Repealed by Act 39 of 2005]
Sale of annuity or right not before in existence
23. [Repealed by Act 39 of 1999]
24.
—(1) Every instrument and every decree or order of any court, whereby any property on any occasion, except a sale or mortgage, is transferred to or vested in any person, shall be charged as a conveyance or transfer of property.
(2) For the avoidance of doubt, every instrument or deed of declaration referred to in section 66A of the Conveyancing and Law of Property Act (Cap. 61) or section 53 of the Land Titles Act (Cap. 157), and every instrument filed in the land registry by a personal representative declaring himself to be absolute owner of any land, shall be charged as a conveyance or transfer of property.
[26/96]
25.
—(1) Where the consideration or any part of the consideration for which a lease is granted or agreed to be granted consists of any produce or other goods, the value of the produce or goods shall be deemed a consideration in respect of which the lease or agreement is chargeable with ad valorem duty.
(2) If the rent or any other consideration payable by the lessee under a lease cannot be ascertained or estimated at the time that the lease is presented for stamping (whether because the consideration depends on some future contingency or for any other reason), the Commissioner may assess the duty payable based on the open market rent for the leased property as if the open market rent were the rate or average rate of rent per annum under the lease and there were no other consideration payable under the lease.
[33/99]
(3) If the consideration payable by the lessee under a lease can be ascertained or estimated at the time that the lease is presented for stamping but the duty that may be charged on the instrument (whether as a lease or a conveyance on sale or both) apart from this section is less than the duty that would be payable based on the open market rent for the property, the Commissioner may assess the duty payable based on the open market rent as if the open market rent were the rate or average rate of rent per annum under the lease and there were no other consideration payable under the lease.
[33/99]
(4) For the purposes of this section, the Commissioner may cause a valuation to be made by the Chief Valuer of any property that is the subject of a lease for the purpose of determining the open market rent for the property.
[33/99]
(5) In this section, “open market rent” for property means the consideration (including rent, payment for the hire of any furniture, chattels, fittings or equipment or for the provision of services, facilities or other things in connection with the property, and any other form of valuable consideration) that a lessee might reasonably be expected to pay under a lease of the property, if it were unoccupied and offered for renting, expressed as a rate of rent per annum.
[33/99]
26.
—(1) A lease or an agreement for a lease or with respect to any letting shall not be charged with any duty in respect of any penal rent, or increased rent in the nature of a penal rent, thereby reserved or agreed to be reserved or made payable or by reason of being made in consideration of the surrender or abandonment of any existing lease, or agreement of or relating to the same subject-matter.
(2) A lease made for any consideration in respect whereof it is chargeable with ad valorem duty, and in further consideration either of a covenant by the lessee to make, or of his having previously made, any substantial improvement of or addition to the property demised to him, or of any covenant relating to the matter of the lease, shall not be charged with any duty in respect of such further consideration, except where such further consideration consists of a covenant which if it were contained in a separate deed would be chargeable with ad valorem duty.
(3) An instrument whereby the rent reserved by any other instrument chargeable with duty and duly stamped as a lease is increased shall not be charged with duty otherwise than as a lease in consideration of the additional rent thereby made payable.
27.
—(1) A security for the transfer or retransfer of any stock is to be charged with the same duty as a similar security for a sum of money equal in amount to the value of the stock.
(1A) A transfer, assignment or disposition of any security mentioned in subsection (1) and a reconveyance, release, discharge, surrender, resurrender or renunciation of any such security shall be charged with the same duty as an instrument of the same description relating to a sum of money equal in amount to the value of the stock.
(2) A security for the payment of any rentcharge, annuity or periodical payments by way of repayment, or in satisfaction or discharge of any loan, advance or payment, intended to be so repaid, satisfied or discharged, shall be charged with the same duty as a similar security for the payment of the sum of money so lent, advanced or paid.
(3) A transfer of a duly stamped security, and a security by way of further charge for money or stock, added to money or stock previously secured by a duly stamped instrument, shall not be charged with any duty by reason of its containing any further or additional security for the money or stock transferred or previously secured, or the interest or dividends thereof, or any new covenant, proviso, power, stipulation or agreement in relation thereto, or any further assurance of the property comprised in the transferred or previous security.
(4) An instrument chargeable with ad valorem duty as a mortgage shall not be charged with any further duty by reason of the equity of redemption in the mortgaged property being thereby conveyed or limited in any other manner than to a purchaser, or in trust for, or according to the direction of, a purchaser.
Settlement of policy of life insurance
28. [Repealed by Act 33 of 1999]
29.
—(1) A security for the payment or repayment of money to be lent, advanced or paid, or which may become due upon an account current either with or without money previously due, shall be charged, where the total amount secured or to be ultimately recoverable is in any way limited, with the same duty as a security for the amount so limited.
(2) Where such total amount is unlimited, the security is to be available for such an amount only as the ad valorem duty impressed thereon extends to cover; but where any advance or loan is made in excess of the amount covered by that duty the security shall for the purpose of stamp duty be deemed to be a new and separate instrument bearing date on the day on which the advance or loan is made.
30.
—(1) Every instrument under hand only given upon the occasion of the deposit of any stock certificate to bearer, or any security for money transferable by delivery, by way of security for any loan, shall be exempt from duty.
[4/81; 26/96]
(2) Every instrument under hand only making redeemable or qualifying a duly stamped transfer, intended as a security, of any registered stock or marketable security, shall be exempt from duty.
[26/96]
(3) The transfer referred to in subsection (2) is duly stamped for the purpose of this section if stamped with the duty of $10.
31.
—(1) Every notice of registration issued by the Registrar upon the conversion of a firm to a limited liability partnership under section 20 of the Limited Liability Partnerships Act 2005 (Act 5 of 2005) shall be treated for the purposes of this Act as a conveyance on sale from the firm to the limited liability partnership of the chargeable property vested in the limited liability partnership upon such conversion, for a consideration equal to the value of the chargeable property so vested.
[6/2005]
(2) Every notice of registration issued by the Registrar upon the conversion of a private company to a limited liability partnership under section 21 of the Limited Liability Partnerships Act 2005 shall be treated for the purposes of this Act as a conveyance on sale from the private company to the limited liability partnership of the chargeable property vested in the limited liability partnership upon such conversion, for a consideration equal to the value of the chargeable property so vested.
[6/2005]
(3) In this section —
“chargeable property” means —
(a)
immovable property situated in Singapore, or any beneficial interest thereof; and
(b)
stocks and shares registered in a register kept in Singapore, or any beneficial interest thereof, other than stocks and shares deposited with and registered in the name of the Central Depository System established under section 130C of the Companies Act (Cap. 50) or its nominee;
“firm” has the same meaning as in section 2(1) of the Business Registration Act (Cap. 32);
“private company” has the same meaning as in section 4(1) of the Companies Act;
“Registrar” has the same meaning as in the Limited Liability Partnerships Act 2005 (Act 5 of 2005).
[6/2005]
32.
—(1) This section shall apply for the purposes of sections 32A and 32B in determining whether a change of partners of a limited liability partnership as a result of —
(a)
any person becoming a partner of the limited liability partnership; or
(b)
any person ceasing to be a partner of the limited liability partnership,
(referred to in this section and sections 32A and 32B as a change of partners) amounts to a significant change of partners of the limited liability partnership (referred to in this section and sections 32A and 32B as a significant change of partners).
[6/2005]
(2) A change of partners shall amount to a significant change of partners in the following cases:
(a)
where the composition of the partners of the limited liability partnership upon the change of partners in question is such that, when compared to the composition of the partners of the limited liability partnership on one or more specified dates (as defined in subsection (3)) —
(i)
half or more of the partners of the limited liability partnership on any of those specified dates are no longer partners of the limited liability partnership upon the change of partners in question; or
(ii)
half or more of the partners upon the change of partners in question were not partners of the limited liability partnership on any of those specified dates; or
(b)
where the asset share of the partners of the limited liability partnership upon the change of partners in question is such that, when compared to the asset share of the partners of the limited liability partnership on one or more specified dates, the sum total of all relevant increases in asset share of the partners of the limited liability partnership upon the change of partners in question amounts to 50% or more of the interest in the limited liability partnership.
[6/2005]
(3) In subsection (2), “specified date” means —
(a)
where one or more significant changes of partners took place within a period of 2 years before the change of partners in question —
(i)
the date of any change of partners that took place between the significant change of partners closest in time to the change of partners in question and the change of partners in question; and
(ii)
the date of the significant change of partners closest in time to the change of partners in question; and
(b)
where no significant change of partners took place within a period of 2 years before the change of partners in question —
(i)
in the case of a limited liability partnership formed 2 or more years before the change of partners in question —
(A)
the date of any change of partners that took place within the period of 2 years before the change of partners in question; and
(B)
as at 2 years before the change of partners in question; and
(ii)
in the case of a limited liability partnership formed less than 2 years before the change of partners in question —
(A)
the date of any change of partners that took place between the formation of the limited liability partnership and the change of partners in question; and
(B)
the date of the formation of the limited liability partnership.
[6/2005]
(4) For the purpose of subsection (2)(b), the relevant increase in asset share of a partner of a limited liability partnership shall be —
(a)
where the partner upon the change of partners in question was also a partner of a limited liability partnership on the specified date, the difference between the asset share of the partner upon the change of partners in question and the asset share of the partner on the specified date; and
(b)
where the partner upon the change of partners in question was not a partner of the limited liability partnership on the specified date, the asset share of the partner upon the change of partners in question.
[6/2005]
(5) In this section, “asset share”, in relation to a partner of a limited liability partnership, means any of the following:
(a)
in the case of an asset share upon a change of partners (whether significant or otherwise) —
(i)
the proportion of the chargeable property held by the limited liability partnership that the partner is entitled to on the winding up of the limited liability partnership, as specified in any instrument effecting or evidencing the change of partners; or
(ii)
if any instrument effecting or evidencing a change of partners does not specify the proportion referred to in sub-paragraph (i) or if there is no such instrument, the proportion of the profits of the limited liability partnership that the partner is entitled to on the date of the change of partners;
(b)
in the case of an asset share upon the formation of the limited liability partnership —
(i)
the proportion of the chargeable property held by the limited liability partnership that the partner is entitled to on the winding up of the limited liability partnership, as specified in any instrument evidencing the formation of the limited liability partnership; or
(ii)
if any instrument evidencing the formation of the limited liability partnership does not specify the proportion referred to in sub-paragraph (i) or if there is no such instrument, the proportion of the profits of the limited liability partnership that the partner is entitled to upon the formation of the limited liability partnership; and
(c)
in the case of an asset share on any other date —
(i)
the proportion of the chargeable property held by the limited liability partnership that the partner is entitled to on the winding up of the limited liability partnership, as specified in —
(A)
where one or more changes of partners took place before that date, any instrument effecting or evidencing the change of partners closest in time to that date; and
(B)
where no change of partners took place before that date, any instrument evidencing the formation of the limited liability partnership; or
(ii)
if any instrument effecting or evidencing the change of partners or the formation of the limited liability partnership (as the case may be) does not specify the proportion referred to in sub-paragraph (i) or if there is no such instrument, the proportion of the profits of the limited liability partnership that the partner is entitled to on that date.
[6/2005]
32A.
—(1) This section shall apply to any limited liability partnership holding any chargeable property.
[6/2005]
(2) Where a change of partners amounts to a significant change of partners, every one of the following partners (referred to in this section as a designated partner) shall notify the Commissioner of the change of partners in question in such form as the Commissioner may require within 14 days of the change of partners in question:
(a)
every person who, not being a partner of the limited liability partnership before the change of partners in question, becomes a partner of the limited liability partnership upon the change of partners in question; and
(b)
every partner of the limited liability partnership whose asset share upon the change of partners in question has increased when compared with his asset share on any of the following dates:
(i)
upon an earlier change of partners —
(A)
which is closest in time to the change of partners in question; and
(B)
in which the composition of the partners or asset share of the partners of the limited liability partnership, when compared to the composition of the partners or asset share of the partners upon the change of partners in question, results in the change of partners in question amounting to a significant change of partners under section 32; and
(ii)
where there is no such earlier change of partners —
(A)
in the case of a limited liability partnership formed 2 or more years before the change of partners in question, as at 2 years before the change of partners in question; and
(B)
in the case of a limited liability partnership formed less than 2 years before the change of partners in question, upon the formation of the limited liability partnership.
[6/2005]
(3) Any person who fails or neglects without reasonable excuse to comply with subsection (2) shall be guilty of an offence.
[6/2005]
(4) Any instrument effecting or evidencing a significant change of partners of a limited liability partnership shall be treated for the purposes of this Act as a conveyance on sale from the limited liability partnership to each designated partner of an interest in the chargeable property held by the limited liability partnership for a consideration equal to the value of the interest as determined under subsection (6) or (7).
[6/2005]
(5) Where any significant change of partners of a limited liability partnership is not effected or evidenced by any instrument, the notification to the Commissioner made under subsection (2) shall be treated for the purposes of this Act as such an instrument.
[6/2005]
(6) Subject to subsection (7), for the purpose of subsection (4), the value of the interest shall, in relation to any designated partner, be an amount ascertained in accordance with the formula —
(a)
in the case of a person who is a designated partner referred to in subsection (2)(a)
A x B, | ||||
where | A | is the asset share of the person upon his becoming a designated partner; and | ||
B | is the value of the chargeable property held by the limited liability partnership upon the person becoming a designated partner; and | |||
(b)
in the case of a person who is a designated partner referred to in subsection (2)(b)
(C - D) x E, | ||||
where | C | is the asset share of the designated partner upon the significant change of partners in question; | ||
D is — | ||||
(a) the asset share of the designated partner upon a significant change of partners closest in time to the significant change of partners in question; and | ||||
(b) if there is no such significant change of partners, the asset share of the designated partner upon the formation of the limited liability partnership; and | ||||
E | is the value of the chargeable property held by the limited liability partnership upon the significant change of partners in question. | |||
[6/2005]
(7) Notwithstanding subsection (6), where there is any instrument referred to in subsection (4) which states the amount of the consideration specifically for the transfer of the interest in the chargeable property of the limited liability partnership to the designated partner, the value of the interest for the purpose of subsection (4) shall be the amount stated in the instrument or the amount ascertained under subsection (6), whichever is the higher.
[6/2005]
(8) In this section —
“asset share” has the same meaning as in section 32;
“chargeable property” has the same meaning as in section 31.
[6/2005]
32B.
—(1) Subject to subsection (3), the ad valorem stamp duty chargeable on any instrument made for the purposes of or in connection with the transfer, conveyance or assignment of any beneficial interest in any asset —
(a)
by a limited liability partnership to a partner thereof;
(b)
by a partner of a limited liability partnership to the limited liability partnership; or
(c)
by a person who becomes a partner of a limited liability partnership to the limited liability partnership,
shall be reduced by the proportion determined in accordance with subsection (2).
[6/2005]
(2) The proportion by which the ad valorem stamp duty shall be reduced under subsection (1) shall be the same proportion as the following:
(a)
in the case of a transfer, a conveyance or an assignment of any beneficial interest in any asset between a limited liability partnership and a partner thereof —
(i)
where one or more significant changes of partners took place before the transfer, conveyance or assignment, the asset share of the partner upon the significant change of partners closest in time to the transfer, conveyance or assignment; or
(ii)
where no significant change of partners took place before the transfer, conveyance or assignment, the asset share of the partner upon the formation of the limited liability partnership; and
(b)
in the case of a transfer, a conveyance or an assignment of any beneficial interest in any asset between a limited liability partnership and a person becoming a partner thereof, the asset share of that person upon his becoming a partner thereof.
[6/2005]
(3) Notwithstanding subsection (1), the minimum ad valorem stamp duty chargeable on any instrument made for the purposes of or in connection with the transfer, conveyance or assignment of any beneficial interest in any asset referred to in that subsection shall be $10.
[6/2005]
(4) In this section, “asset share” has the same meaning as in section 32.
[6/2005]
32C.
—(1) This section shall apply to an amalgamation of companies in accordance with sections 215A to 215H of the Companies Act (Cap. 50), where applicable.
[39/2005]
(2) Every notice of amalgamation issued by the Registrar of Companies under section 215F of the Companies Act upon an amalgamation referred to in subsection (1) shall be treated for the purposes of this Act as a conveyance on sale —
(a)
by each amalgamating company (referred to in this section as the transferor) in respect of the chargeable property held by that transferor which is transferred to and vested in the amalgamated company (referred to in this section as the transferee) upon the amalgamation; and
(b)
for a consideration equal to —
(i)
the value of the chargeable property so vested; or
(ii)
where the amount of consideration is specified in any instrument relating to the transfer of the chargeable property by the transferor to, and the vesting of the chargeable property in, the transferee, that amount,
whichever is the higher.
[39/2005]
(3) In this section, “chargeable property” means —
(a)
immovable property situated in Singapore, or any beneficial interest thereof; and
(b)
stocks and shares registered in a register kept in Singapore, or any beneficial interest thereof, other than stocks and shares deposited with and registered in the name of the Central Depository System established under section 130C of the Companies Act (Cap. 50) or its nominee.
[39/2005]
33. Where a disposal of shares in a company by a transferor to a transferee is effected by —
(a)
the cancellation of the shares of the transferor in the company; and
(b)
the issue of new shares in that company to the transferee,
such disposal of shares shall be treated as a transfer of shares from the transferor directly to the transferee and ad valorem duty shall be charged on any instrument that, in the opinion of the Commissioner, effects, whether directly or indirectly and whether wholly or partially, any arrangement for the disposal of the shares.
[38/2002]
33A.
—(1) Where the Commissioner is satisfied that the purpose or effect of any arrangement is, directly or indirectly —
(a)
to alter the incidence of any duty which is payable or which would otherwise have been payable by any person;
(b)
to relieve any person from any liability to pay duty; or
(c)
to reduce or avoid any liability imposed or which would otherwise have been imposed on any person by this Act,
the Commissioner may, without prejudice to such validity as it may have in any other respect or for any other purpose, disregard or vary the arrangement and make such adjustments as he considers appropriate, including the amount of duty payable, or the imposition of liability to duty, so as to counteract any reduction in or avoidance of duty payable by that person from or under that arrangement.
[33/99]
(2) In this section, “arrangement” means any scheme, trust, grant, covenant, agreement, disposition, transaction and includes all steps by which it is carried into effect.
[33/99]
(3) This section shall not apply to —
(a)
any arrangement made or entered into before 1st September 1999; or
(b)
any arrangement carried out for bona fide commercial reasons and had not as one of its main purpose the avoidance or reduction of duty.
[33/99]