Registered business trusts
36B.—(1)  For the purposes of this Act, except as otherwise provided, references to a company shall be read as including a reference to a registered business trust or, as the context requires, to the trustee-manager of a registered business trust subject to the following modifications:
(a)sections 23 and 37 shall apply to a registered business trust except that —
(i)any reference to the shareholders of a company shall be read as a reference to the unitholders of a registered business trust;
(ii)the unitholders of a registered business trust at any date shall not be deemed to be substantially the same as the unitholders at any other date unless, on both those dates —
(A)the same unitholders are entitled to not less than 50% of any residual profits of the registered business trust available for distribution; and
(B)the same unitholders are entitled to not less than 50% of any residual assets of the registered business trust available for distribution on winding up;
(iii)units in a registered business trust held by or on behalf of a company shall be deemed to be held by the shareholders of the company; and
(iv)units held by or on behalf of the trustee of the estate of a deceased unitholder or by or on behalf of the person entitled to those units as beneficiaries under the will or any intestacy of a deceased unitholder shall be deemed to be held by that deceased unitholder;
(b)for the purpose of section 24(1) —
(i)a body of persons shall be deemed to have control over a registered business trust if —
(A)the body of persons is a company and it holds more than 50% of the units in the registered business trust; or
(B)the body of persons is another registered business trust and they hold on trust for their unitholders more than 50% of the units in the first mentioned registered business trust;
(ii)a registered business trust shall be deemed to have control over a company if —
(A)the trustee-manager of the registered business trust holds on trust for its unitholders more than 50% of the total number of issued shares of the company; or
(B)the unitholders of the registered business trust hold more than 50% of the total number of issued shares of the company;
(c)for the purpose of section 37C —
(i)a registered business trust shall be deemed to be a Singapore company if —
(A)the registered business trust is established in Singapore; and
(B)the trust deed of the registered business trust is executed in Singapore and is governed by Singapore law;
(ii)any reference to ordinary share or ordinary share capital in a company shall be read as a reference to the units in a registered business trust; and
(iii)any reference to residual assets or residual profits in a company shall be read as a reference to the residual assets and residual profits of a registered business trust; and
(d)sections 10I, 10J, 10K and 10M shall not apply to a registered business trust.
(2)  The statutory income of a registered business trust shall be computed in accordance with section 35(11).
(3)  Sections 35(15), 43(2) and 46(1)(b) shall not apply to any registered business trust or unitholders of any registered business trust.
(4)  In this section, “business trust”, “registered business trust”, “trustee-manager”, “unit” and “unitholder” have the same meanings as in the Business Trusts Act (Cap. 31A).
[34/2005 wef 21/09/2004]