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
[Act 37 of 2014 wef 27/11/2014]
(ca)
for the purposes of section 13Z, any reference to ordinary shares in an investee company which are legally and beneficially owned by a divesting company shall be read as a reference to ordinary shares in the investee company which are trust property of the registered business trust.
[Act 37 of 2014 wef 27/11/2014]
(d)
[Deleted by Act 37 of 2014 wef 27/11/2014]
(2) The statutory income of a registered business trust shall be computed in accordance with section 35(11).
[34/2005]
(3) Sections 35(15) and 43(2) shall not apply to any registered business trust or unitholders of any registered business trust.
[34/2005; 19/2013]
(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).