Sale of Commercial Properties
Act 1979
2020 REVISED EDITION
This revised edition incorporates all amendments up to and including 1 December 2021 and comes into operation on 31 December 2021
An Act to regulate the sales of separate units of commercial properties in a commercial complex and for purposes connected therewith.
[20 July 1979]
Short title
1.  This Act is the Sale of Commercial Properties Act 1979.
Interpretation
2.  In this Act, unless the context otherwise requires —
“building” includes any completed building, or any building partially completed or to be erected, and intended for any strata subdivision as shown in a development plan approved by the relevant competent authority under the Planning Act 1998 or is comprised in one or more lots as shown in a strata title plan lodged with the Registrar of Titles;
“Building Authority” has the meaning given by the Building Control Act 1989;
“building project” means a building project consisting of any commercial property;
[Act 54 of 2018 wef 28/06/2023]
“commercial property” means a horizontal stratum of any building or part thereof, whether the stratum is on one or more levels or is partially or wholly below the surface of the ground, and is intended for use in accordance with the provisions of any written law as a complete and separate unit for any purpose other than a residential purpose;
“Controller” means the Controller of Housing appointed under section 3 of the Housing Developers (Control and Licensing) Act 1965;
“developer” means any person who, in the course of business, undertakes —
(a)the construction of commercial property for the purpose of sale by the person; and
(b)the sale by the person of land which would be appurtenant to such commercial property;
[Act 54 of 2018 wef 28/06/2023]
“FATF” means the intergovernmental body known as the Financial Action Task Force;
[Act 54 of 2018 wef 28/06/2023]
“FATF Recommendations” means the recommendations issued by the FATF from time to time relating to the prevention of money laundering and the financing of terrorism;
[Act 54 of 2018 wef 28/06/2023]
“land” includes land of any tenure, any building or part thereof, so much of the airspace above the surface as may be reasonably used or enjoyed by any proprietor, and so much of the subterranean space below the surface as is reasonably necessary for the use and enjoyment of the land, whether or not held apart from the surface, and any estate or interest therein;
“lot” means a stratum which is shown as a lot on a strata title plan;
“money laundering or terrorism financing offence” means an offence under —
(a)sections 43 to 48 of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A)1;
(b)the Terrorism (Suppression of Financing) Act 2002*;
(c)any regulations made under the United Nations Act 2001*;
(d)section 5A(5), 5B(5), 5C(6), 5D(2) or 5E(4) or any rules made under this Act for the prevention of money laundering and terrorism financing, or for the reporting of transactions which may involve money laundering or terrorism financing, necessary or expedient to give effect to any relevant FATF Recommendation; or
(e)section 12A(2), 12B(3), 12C(5), 12D(2), 12E(6) or 12F(2) of the Housing Developers (Control and Licensing) Act 1965* or any rules made under that Act for the prevention of money laundering and terrorism financing, or for the reporting of transactions which may involve money laundering or terrorism financing, necessary or expedient to give effect to any relevant FATF Recommendation;
[Act 54 of 2018 wef 28/06/2023]
1  Sections 43 to 48 of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A) are to be construed as sections 50 to 57 respectively of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, according to section 20(1) of the Revised Edition of the Laws Act 1983.
“purchaser”, in relation to a developer, means a person —
(a)to whom the developer grants an option to purchase from the developer any commercial property in a building project undertaken by that developer; or
(b)who agrees to purchase from the developer any commercial property in a building project undertaken by that developer,
and includes a prospective purchaser;
[Act 54 of 2018 wef 28/06/2023]
“Registrar of Titles” means the Registrar of Titles appointed under the Land Titles Act 1993;
“registered land” has the meaning given by the Land Titles (Strata) Act 1967;
“strata subdivision” has the meaning given by the Land Titles (Strata) Act 1967;
“strata title plan” means a plan of registered land showing strata subdivision of any building into 2 or more lots and contains the particulars prescribed by section 10 of the Land Titles (Strata) Act 1967;
“stratum” means any part of land consisting of a space of any shape below, on or above the surface of the land, or partly below and partly above the surface of the land, the dimensions of which are delineated;
[Act 54 of 2018 wef 28/06/2023]
“substantial shareholder”, in relation to a company, has the meaning given by section 81 of the Companies Act 1967*.
[3/98; 11/2015]
[Act 54 of 2018 wef 28/06/2023]
[*Updated to be consistent with the 2020 Revised Edition]
Prohibition on sale of any commercial property without building approval
3.—(1)  A person must not sell any commercial property unless the plans for the construction or erection of the commercial property have been approved by the Building Authority.
(2)  For the purposes of this section, a person is said to sell a commercial property if —
(a)by an agreement in writing, the person agrees to divest the person’s estate or interest in the commercial property to another person for valuable consideration; or
(b)by any deed or instrument, the person conveys, assigns, demises or otherwise disposes of the commercial property in such a manner so that it becomes capable of being registered under the Registration of Deeds Act 1988, the Land Titles Act 1993 or the Land Titles (Strata) Act 1967.
(3)  A lease or an agreement for a lease for a term of years not exceeding 7 years without the option of renewal or purchase is not to be deemed a sale for the purposes of this section.
Option to purchase
4.  An option to purchase any commercial property given by a vendor to a purchaser must be in such form as may be prescribed, except that any additional term or condition which in substance does not affect the prescribed form may be included in the form.
Terms and conditions in agreement for sale and purchase
5.—(1)  Every agreement for the sale and purchase of a commercial property must contain such terms and conditions of sale as may be prescribed by rules made under this Act.
(2)  Any term or condition of sale in an agreement of sale and purchase mentioned in subsection (1) which is inconsistent with the terms and conditions of sale prescribed by rules made under this Act is to the extent of the inconsistency void.
Prevention of money laundering and financing of terrorism
5A.—(1)  A developer must not, in connection with any building project developed by the developer, open or maintain any account for, or hold and receive moneys from —
(a)an anonymous source; or
(b)a purchaser with an obviously fictitious name.
(2)  A developer must perform such customer due diligence measures as may be prescribed at such times as may be prescribed.
(3)  A developer must perform —
(a)the prescribed measures relating to targeted financial sanctions against terrorism; and
(b)any prescribed additional measures which are necessary or expedient to give effect to any relevant FATF Recommendation.
(4)  Where a developer knows or has reasonable grounds to suspect any matter mentioned in section 39(1) of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, the developer must, in accordance with section 39 of that Act2, disclose the matter to a Suspicious Transaction Reporting Officer under that Act by way of a suspicious transaction report.
2   Sections 39 and 39(1) of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act are to be construed as sections 45 and 45(1) respectively of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, according to section 20(1) of the Revised Edition of the Laws Act 1983.
(5)  A developer that contravenes subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
[Act 54 of 2018 wef 28/06/2023]
Record keeping
5B.—(1)  A developer must keep, for such period as may be prescribed, all documents and information (including any analysis performed) relating to a person that the developer obtains as a result of performing the customer due diligence measures required by section 5A(2).
(2)  For the purposes of subsection (1), different periods may be prescribed for different documents and information.
(3)  A developer must keep the documents and information required to be kept under subsection (1) in such form as may be prescribed.
(4)  A developer must make the documents and information required to be kept under subsection (1) available upon request to the Controller or an inspector and such other authorities as may be prescribed.
(5)  A developer that contravenes subsection (1), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
[Act 54 of 2018 wef 28/06/2023]
Programmes and measures to prevent money laundering and terrorism financing
5C.—(1)  Without limiting sections 5A and 5B, a developer must, in relation to its business of carrying on or undertaking a building project in Singapore, implement adequate programmes and measures to prevent money laundering and terrorism financing.
(2)  A developer must, in particular —
(a)take appropriate steps to identify, assess and understand the money laundering and terrorism financing risks in relation to —
(i)its purchasers;
(ii)the countries or jurisdictions which its purchasers are from or in;
(iii)the countries or jurisdictions in which the developer has operations; and
(iv)its services, transactions and delivery channels;
(b)for the purpose of paragraph (a) —
(i)document its risk assessments;
(ii)consider all relevant risk factors before determining the overall level of risk and the appropriate type and extent of mitigation to be applied;
(iii)keep its risk assessments up to date; and
(iv)have appropriate mechanisms to provide its risk assessments to the Controller;
(c)develop and implement internal policies, procedures and controls, which must be approved by its senior management, to manage and effectively mitigate the money laundering and terrorism financing risks identified by it or notified to it by the Controller, including —
(i)making appropriate compliance management arrangements, including the appointment of a compliance officer at the management level; and
(ii)applying adequate screening procedures when hiring employees;
(d)have an ongoing programme to train employees on the internal policies, procedures and controls mentioned in paragraph (c);
(e)have an independent audit function to test the internal policies, procedures and controls mentioned in paragraph (c); and
(f)monitor the implementation of the internal policies, procedures and controls mentioned in paragraph (c), and enhance them if necessary.
(3)  The type and extent of the measures to be taken under subsections (1) and (2) must be appropriate having regard to the risk of money laundering and terrorism financing and the size of the developer’s business.
(4)  Where a developer is a company incorporated in Singapore and has a branch or subsidiary, whether in Singapore or elsewhere, the developer must develop and implement a group‑level programme to prevent money laundering and terrorism financing, which programme —
(a)must be applicable to the developer’s branches and subsidiaries, whether in Singapore or elsewhere;
(b)must include the measures specified under subsection (2);
(c)must be appropriate to the business of the developer’s branches and subsidiaries;
(d)must be implemented effectively at the level of the developer’s branches and subsidiaries;
(e)must include policies and procedures for providing and sharing information required for the purposes of customer due diligence measures prescribed for the purposes of section 5A(2) and generally for the management of risks relating to money laundering and terrorism financing; and
(f)must include adequate safeguards on the confidentiality and use of information exchanged between the developer and its branches and subsidiaries.
(5)  Where a developer mentioned in subsection (4) has a branch or subsidiary in a country or territory outside Singapore that has laws for the prevention of money laundering or the financing of terrorism that differ from those in Singapore —
(a)the developer must require the management of that branch or subsidiary to apply the more stringent set of laws, to the extent that the law of the host country or territory permits; and
(b)where that branch or subsidiary is unable to fully apply the more stringent set of laws, the developer must report this to the Controller and must, in lieu of paragraph (a), comply with such directions as may be given by the Controller.
(6)  A developer that contravenes subsection (1), (2), (4) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
[Act 54 of 2018 wef 28/06/2023]
Persons disqualified from being substantial shareholder of developer
5D.—(1)  A person —
(a)who has been convicted (whether before, on or after the date of commencement of section 10 of the Developers (Anti‑Money Laundering and Terrorism Financing) Act 2018) of any money laundering or terrorism financing offence; or
(b)if a company, partnership, society or limited liability partnership, which has an individual mentioned in paragraph (a) holding a responsible position in that company, partnership, society or limited liability partnership, as the case may be,
must not be or become a substantial shareholder of a developer, whether by increasing the person’s shareholding in the developer or otherwise.
(2)  A person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
[Act 54 of 2018 wef 28/06/2023]
Persons disqualified from being in responsible position
5E.—(1)  Subject to subsection (2), each of the following persons must not hold or continue to hold a responsible position in a developer:
(a)a person who has been convicted (whether before, on or after the date of commencement of section 10 of the Developers (Anti‑Money Laundering and Terrorism Financing) Act 2018) of any money laundering or terrorism financing offence;
(b)a person who is convicted of an offence (whether in Singapore or elsewhere and whether before, on or after the date of commencement of section 10 of the Developers (Anti‑Money Laundering and Terrorism Financing) Act 2018) involving fraud or dishonesty;
(c)a person who is an undischarged bankrupt (whether in Singapore or elsewhere) or who suspends payment to or compounds with the person’s creditors.
(2)  The disqualification in subsection (1)(b) ceases for a person at the end of 5 years beginning from —
(a)the date of the person’s conviction; or
(b)if the person is imprisoned, the date on which the person convicted is released from custody,
whichever date is later.
(3)  In this section, “responsible position”, for a developer, means —
(a)in the case of a developer that is a company — a director, manager or secretary or a person in a position analogous to that of a director, manager or secretary;
(b)in the case of a developer that is a society — a president, secretary or treasurer or a person in a position analogous to that of a president, secretary or treasurer;
(c)in the case of a developer that is a partnership — a partner;
(d)in the case of a developer that is a limited liability partnership — a partner or manager or a person in a position analogous to that of a manager; or
(e)in the case of a developer that is a group of persons — any person in that group.
(4)  A person who contravenes subsection (1)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(5)  A person who contravenes subsection (1)(b) or (c) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both.
(6)  To avoid doubt, this section applies without limiting any other restriction or prohibition in any other written law relating to companies, co‑operative societies, societies, limited liability partnerships or partnerships.
[Act 54 of 2018 wef 28/06/2023]
Penalty
6.  Any person who fails to comply with any of the provisions of this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding one year or to both.
Power to give directions
7.—(1)  The Controller may give directions in writing to any person to ensure compliance with the provisions of this Act or any rules made under this Act.
(2)  Any person who fails to act or omits to act in accordance with any such direction shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and to a further fine not exceeding $1,000 for every day during which the offence continues after conviction.
Power to require production of documents, etc.
7A.—(1)  In order to ascertain whether sections 5A to 5E, or any rules made under this Act for the prevention of money laundering and terrorism financing, or for the reporting of transactions which may involve money laundering or terrorism financing, necessary or expedient to give effect to any relevant FATF Recommendation, are being complied with, the Controller may, on the Controller’s own motion or upon receiving any written complaint, require a developer, or a partner or director of or other person holding a responsible position in a developer which is not an individual or a sole proprietorship —
(a)to produce any document; or
(b)to provide any information,
to the Controller or any person appointed by the Controller.
(2)  The Controller or the person appointed by the Controller under subsection (1) may —
(a)retain the document provided and make and retain copies of the document; and
(b)record the information provided.
(3)  The Controller may use the document or information obtained as a basis, or disclose the document, information or explanation, for all or any of the following purposes:
(a)an investigation of any criminal offence, and any subsequent criminal proceedings, under this Act or any other written law;
(b)any regulatory action under section 7 of the Housing Developers (Control and Licensing) Act 1965* against a licensed housing developer.
[*Updated to be consistent with the 2020 Revised Edition]
(4)  A person —
(a)who intentionally alters, suppresses or destroys any document or information which the person has been required under this section to produce or provide;
(b)who, in producing any document or providing any information required under this section, makes any statement which the person knows or ought reasonably to know that, or is reckless as to whether, it is false or misleading in a material particular; or
(c)who, without reasonable excuse, fails to do anything required of the person under subsection (1),
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(5)  Any power under this section to require a person to produce any document or to provide information includes the power —
(a)to take reasonable steps to require the person to produce the document or provide the information immediately or at a place and time specified in writing;
(b)to require the person to provide an explanation of the document or information;
(c)if the document or information is not produced or provided, to require the person to state, to the best of the person’s knowledge and belief, where the document or information is; and
(d)if the information is recorded in electronic form or otherwise than in legible form, to require the information to be made available in the form or format specified by the Controller, inspector or the person appointed by the Controller under subsection (2), or in a legible form.
[Act 54 of 2018 wef 28/06/2023]
Controller may issue directions when developer has not sought direction of Registrar under section 16 of Land Titles Act, etc.
8.—(1)  Where a developer has sold any commercial property and has not —
(a)sought the direction of the Registrar of Titles under section 16 of the Land Titles Act (Cap. 157, 1985 Revised Edition) or complied with the direction;
(b)applied for the grant of subdivision permission under section 14 of the Planning Act 1998 or complied with the requirements of the competent authority necessary for the purpose of obtaining written permission for such strata subdivision;
(c)employed any registered surveyor who has in force a practising certificate to carry out the necessary surveys and prepare the necessary plans for submission to the Chief Surveyor to enable a subsidiary strata certificate of title to be issued for the commercial property, or has failed to cause amendments to these plans to be made as required by the Chief Surveyor;
(d)in the case where the Registrar of Titles has directed under section 16 of the Land Titles Act (Cap. 157, 1985 Revised Edition) that the land on which the commercial property is built be brought under the provisions of the Land Titles Act (Cap. 157, 1985 Revised Edition), obtained a subsidiary strata certificate of title for the property under the provisions of the Land Titles (Strata) Act 1967;
(e)discharged any mortgage (whether legal or equitable) or charge on the land of which the commercial property forms part so as to enable the developer to fulfill the developer’s obligation as vendor to complete the sale and purchase of the commercial property; or
(f)executed and delivered to the purchaser an assurance of the commercial property sold on or before the date fixed for completion of the sale as agreed between the developer and the purchaser,
the Controller may, in his or her discretion, issue directions in writing to the developer to take such steps or action as the Controller may specify within such time or times as the Controller may appoint.
[3/98; 24/91]
(2)  Any person who refuses or fails to comply with any direction of the Controller given under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding one year or to both and to a further fine not exceeding $1,000 for every day during which the offence continues after conviction.
(3)  Any exercise of the powers conferred upon the Controller by subsection (1) does not prejudice the right of the purchaser to claim liquidated damages for the developer’s failure to complete the sale of any commercial property on or before the date appointed for the completion of the sale of the property.
(4)  For the purposes of this section —
“developer” means any person who has obtained the approval of the competent authority to develop any land pursuant to the Planning Act 1998 and includes the person’s executors and administrators, successors‑in‑title or assigns;
“purchaser” includes a sub‑purchaser.
(5)  The powers conferred upon the Controller under this section may be exercised with respect to any commercial property sold by a developer at any time before 20 July 1979.
Offences committed by body corporate
9.  Where a body corporate is guilty of an offence under this Act and the rules made under this Act, any person who was at the time of the commission of the offence a director, manager, secretary or other similar officer of the body corporate, or was purporting to act in any such capacity, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly, unless the person proves that the offence was committed without his or her consent or connivance and that he or she exercised all such diligence to prevent the commission of the offence as he or she ought to have exercised, having regard to the nature of his or her functions in that capacity and to all the circumstances.
Rules
10.—(1)  The Minister may make rules for or in respect of every purpose which the Minister considers necessary for carrying out the provisions of this Act and for the prescribing of any matter which is authorised or required under this Act to be prescribed.
(2)  Without limiting subsection (1), the Minister may by such rules —
(a)regulate the advertisements for the sale of commercial properties;
(b)prescribe the form of the option for the purchase of any commercial property;
(c)provide for the payments by the purchaser before and during the construction of the commercial property, including —
(i)the maximum amount of the deposit that may be accepted from a purchaser before an agreement for the sale and purchase of the property is signed and on the signing of such an agreement, and the conditions that must be satisfied before a vendor of the property may sign such an agreement with a purchaser;
(ii)the stage of construction at which each instalment becomes payable and the percentage in relation to the total cost of the property that is payable in respect of the instalment;
(iii)the requirements to be fulfilled before a vendor can require a purchaser to pay an instalment which is due; and
(iv)the percentage of the total purchase price, which the purchaser is not required to pay before the certificate of statutory completion is issued by the Building Authority;
(ca)require the disclosure, in any sale and purchase agreement, of any limited common property comprised in the commercial property to be sold;
(d)regulate the form or forms of an agreement for the sale and purchase of any commercial property;
[Act 54 of 2018 wef 28/06/2023]
(e)prescribe the conditions which, if used in any agreement for the sale and purchase of any commercial property, are void;
[Act 54 of 2018 wef 28/06/2023]
(f)provide for the prevention of money laundering and terrorism financing, or for the reporting of transactions which may involve money laundering or terrorism financing, necessary or expedient to give effect to any relevant FATF Recommendation, including describing —
(i)the measures which a developer must take when preparing for or carrying out any transaction concerning a building project;
(ii)the customer due diligence measures which must be conducted by a developer to prevent money laundering and the financing of terrorism; and
(iii)the additional measures relating to targeted financial sanctions against terrorism which a developer must take when preparing for or carrying out any transaction concerning a building project; and
[Act 54 of 2018 wef 28/06/2023]
(g)prescribe such saving and transitional provisions as may be necessary or expedient.
[47/2004; 35/2017]
[Act 54 of 2018 wef 28/06/2023]
(3)  Rules made under this section —
(a)may prescribe that any act or omission in contravention of the provisions of any rules shall be an offence; and
(b)may provide for the imposition of penalties, which shall not exceed imprisonment for a term of 6 months or a fine of $10,000 or both.
(4)  All rules made under this section must be published in the Gazette and must be presented to Parliament as soon as possible after publication.
Exemptions
11.—(1)  This Act does not apply to the sale of any commercial property —
(a)in a building containing, or a building which when erected will contain, not more than 4 separate units; or
(b)where the certificate of statutory completion has been issued by the Building Authority and the subsidiary strata certificate of title, if applicable, has been issued by the Registrar of Titles in respect of the commercial property.
(2)  The Minister may, by notification in the Gazette, exempt any person or commercial property from any of the provisions of this Act or any rules made under this Act, either absolutely or subject to any conditions that the Minister thinks fit.
Jurisdiction of District and Magistrate’s Courts to try offence
12.  Despite any written law to the contrary, a District or Magistrate’s Court has jurisdiction to try any offence under this Act or the rules made under this Act and to impose the full punishment for such offence.
Singapore Statutes Online
© 2024 Attorney-General's Chambers of Singapore,
Last updated 20 Apr 2024
Singapore Statutes Online is provided by the Legislation Division of the Attorney-General's Chambers of Singapore.