PART 3 | PROVISIONS APPLICABLE TO PARTICULAR INSTRUMENTS |
| Relief from ad valorem stamp duty |
15.—(1) If it is shown to the Commissioner’s satisfaction that the prescribed conditions have been fulfilled, ad valorem stamp duty under Articles 3(a), (b), (ba), (bb) and (c) and 9(c) in the First Schedule is not chargeable on any instrument executed on or after 1 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 such entities that are associated in such manner as may be prescribed; or | | (c) | the conversion of a firm to a limited liability partnership under section 26 of the Limited Liability Partnerships Act 2005. [36/2008; 23/2011; 30/2014] |
| (2) Subsection (1) does not apply to an instrument that is executed for the purpose of or in connection with the transfer, conveyance or assignment of any equity interest in an entity that is chargeable with any duty under section 23, except where it is executed for the purposes of or in connection with a matter in subsection (1)(c). [13/2017; 37/2018] |
| (3) If it is shown to the Commissioner’s satisfaction that the prescribed conditions have been fulfilled, then ad valorem stamp duty under Articles 3(a), (b), (ba), (bb) and (c) and 9(c) in the First Schedule is not chargeable on any instrument executed on or after 19 February 2011 for the purposes of or in connection with the conversion of a private company to a limited liability partnership under section 27 of the Limited Liability Partnerships Act 2005. [23/2011] |
(4) If it is shown to the Commissioner’s satisfaction that the prescribed conditions have been fulfilled, then ad valorem stamp duty under Article 3(bd) and (be) in the First Schedule is not chargeable on any instrument executed on or after 12 January 2013 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 such entities that are associated in such manner as may be prescribed; | | (c) | the conversion of a firm to a limited liability partnership under section 26 of the Limited Liability Partnerships Act 2005; or | | (d) | the conversion of a private company to a limited liability partnership under section 27 of the Limited Liability Partnerships Act 2005. [30/2014] |
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(5) If it is shown to the Commissioner’s satisfaction that the prescribed conditions have been fulfilled, then ad valorem stamp duty under Article 3(bg) in the First Schedule is not chargeable on any instrument executed on or after 11 March 2017 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 such entities that are associated in such manner as may be prescribed; | | (c) | the conversion of a firm to a limited liability partnership under section 26 of the Limited Liability Partnerships Act 2005; or | | (d) | the conversion of a private company to a limited liability partnership under section 27 of the Limited Liability Partnerships Act 2005. [37/2018] |
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(6) No instrument mentioned in this section is 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 the Commissioner 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. |
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(7) Where any claim for relief from duty under this section has been allowed for an instrument 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 has occurred, |
| the claim is deemed to have been disallowed and an amount equal to the amount of relief from duty — |
| (c) | becomes payable by the transferee entity to the Commissioner immediately; and | | (d) | is recoverable from that entity as a debt due to the Government, together with interest on the amount at the rate of 6% per annum —| (i) | in a case where duty was paid on the instrument and then refunded after a claim for relief was allowed under this section, from the date on which the refund was made; or | | (ii) | in any other case —| (A) | if the instrument is executed by any person in Singapore, from the date of its execution; or | | (B) | if the instrument is executed outside Singapore, from the date the instrument is first received in Singapore. [28/2010; 23/2011; 30/2014] |
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| (8) The amount recoverable under subsection (7) is payable at the place stated in a notice served by the Commissioner on the entity, within one month after the service of the notice by the Commissioner on that entity. [28/2010] |
(9) If any amount recoverable from the entity under subsection (7) is not paid within the period specified in subsection (8), the following penalties shall be imposed on the entity:| (a) | where the outstanding amount is paid to the Commissioner within 3 months from the end of such period, a penalty of $10 or the outstanding amount, whichever is the greater; | | (b) | where the outstanding amount is not paid to the Commissioner within 3 months from the end of such period, a penalty of $25 or 4 times the outstanding amount, whichever is the greater. [28/2010] |
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| (10) The Commissioner may reduce or remit any penalty imposed under this section. [28/2010] |
| (11) Sections 50 and 70AA apply to the collection and recovery by the Commissioner of the amount recoverable under subsection (7) and any penalty imposed under subsection (9) as they apply to the collection and recovery of duty and penalty required to be paid under this Act. [28/2010] |
(12) In this section —“entity” means any of the following:| (a) | a company; | | (b) | a registered business trust; | | (c) | a statutory body; | | (d) | a limited liability partnership; |
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| “firm” has the meaning given by section 2(1) of the Business Names Registration Act 2014; |
| “limited liability partnership” has the meaning given by the Limited Liability Partnerships Act 2005 and includes any similar partnership formed or incorporated outside Singapore; |
| “private company” has the meaning given by section 4(1) of the Companies Act 1967; |
| “registered business trust” has the meaning given by section 2 of the Business Trusts Act 2004; |
| “statutory body” means any body corporate established by any written law. [36/2008; 23/2011; 29/2014] |
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| Relief from ad valorem stamp duty for acquisition of shares of companies |
| 15A.—(1) Subject to this section and the prescribed conditions being fulfilled, ad valorem stamp duty under Article 3(c) in the First Schedule is not chargeable on any instrument executed during the period from 1 April 2010 to 31 March 2020 (both dates inclusive) for the purposes of or in connection with a qualifying acquisition of ordinary shares in a company (called in this section the target company) by a Singapore company (called in this section the acquiring company) or a subsidiary of the Singapore company that satisfies subsection (3) (called in this section the acquiring subsidiary). [28/2010; 2/2016] | (2) Subsection (1) does not apply to an instrument that is executed for the purpose of or in connection with an acquisition of shares in a company, that is chargeable with any duty under section 23. [13/2017] |
(3) For the purposes of subsection (1), the acquiring subsidiary —| (a) | must be incorporated for the primary purpose of acquiring and holding shares in other companies; and | | (b) | must be —| (i) | where the date of the acquisition is during the period from 1 April 2010 to 16 February 2012 (both dates inclusive), directly and wholly owned by the acquiring company at the date of the acquisition; and | | (ii) | where the date of the acquisition is during the period from 17 February 2012 to 31 March 2020 (both dates inclusive), wholly owned (whether directly or indirectly) by the acquiring company at the date of the acquisition. [28/2010; 1/2013; 2/2016] |
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(4) No instrument mentioned in subsection (1) is 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) | the acquiring company has brought it to the Commissioner under section 37, and the Commissioner has certified under section 38 that any duty chargeable on the instrument has been paid or that it is not chargeable with duty to the extent provided in this section. [23/2011] |
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(5) In this section, a qualifying acquisition of ordinary shares in a target company by an acquiring company or an acquiring subsidiary is any of the following:| (a) | an acquisition made during the period from 1 April 2010 to 31 March 2015 (both dates inclusive) that results in the acquiring company and its acquiring subsidiaries owning together in total more than 50% of the total number of ordinary shares in the target company where, before the date of the acquisition, such total ownership was 50% or less of the total number of ordinary shares in the target company; | | (b) | an acquisition made during the period from 1 April 2010 to 31 March 2015 (both dates inclusive) that results in the acquiring company and its acquiring subsidiaries owning together in total 75% or more of the total number of ordinary shares in the target company where —| (i) | before the date of the acquisition, such total ownership was more than 50% but less than 75% of the total number of ordinary shares in the target company; and | | (ii) | the date of the acquisition does not fall within the financial year of the acquiring company in which the acquisition mentioned in paragraph (a) is made; |
| | (c) | any other acquisition the date of which falls within the qualifying period in which the acquisition mentioned in paragraph (a) is made; | | (d) | any other acquisition the date of which falls within the qualifying period in which the acquisition mentioned in paragraph (b) is made and is before 1 April 2016. [28/2010; 23/2011; 1/2013; 2/2016] |
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(6) For the purposes of subsection (5), the qualifying period is determined as follows:| (a) | in the first instance, the qualifying period is the financial year of the acquiring company in which the acquisition mentioned in subsection (5)(a) or (b) (as the case may be) is made; | | (b) | following the end of the financial year mentioned in paragraph (a), the acquiring company may elect, in such form and manner and within such time as the Commissioner may specify, to replace the qualifying period mentioned in that paragraph with a prescribed period (which must be a period within which the acquisition mentioned in subsection (5)(a) or (b) (as the case may be) is made); and | | (c) | where the acquiring company claims a deduction under section 37O of the Income Tax Act 1947 in connection with the acquisition mentioned in subsection (5)(a) or (b) (as the case may be), then, whether or not an election was made under paragraph (b), the qualifying period is, in place of the period mentioned in paragraph (a) or (b) (as the case may be), the same period as that for which acquisitions are qualifying acquisitions for the purposes of its claim under section 37O of that Act. [23/2011; 1/2013] |
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(7) In this section, each of the following is also a qualifying acquisition of ordinary shares in a target company by an acquiring company or an acquiring subsidiary:| (a) | an acquisition made during the period from 1 April 2015 to 31 March 2020 (both dates inclusive) that results in the acquiring company and its acquiring subsidiaries owning together in total 20% or more but 50% or less of the total number of ordinary shares in the target company where —| (i) | before the date of the acquisition, such total ownership was less than 20% of the total number of ordinary shares in the target company; and | | (ii) | in the financial year of the acquiring company in which the date of the acquisition falls, there is no acquisition mentioned in paragraph (b); |
| | (b) | an acquisition made during the period from 1 April 2015 to 31 March 2020 (both dates inclusive) that results in the acquiring company and its acquiring subsidiaries owning together in total more than 50% of the total number of ordinary shares in the target company where, before the date of the acquisition, such total ownership was 50% or less of the total number of ordinary shares in the target company; | | (c) | any other acquisition the date of which falls within the qualifying period in which the acquisition mentioned in paragraph (a) or (b) (as the case may be) is made; | | (d) | an acquisition made on or after 1 April 2015 but before 1 April 2016 that results in the acquiring company and its acquiring subsidiaries owning together in total 75% or more of the total number of ordinary shares in the target company where —| (i) | before the date of the acquisition, such total ownership was more than 50% but less than 75% of the total number of ordinary shares in the target company; | | (ii) | in the financial year of the acquiring company in which the date of the acquisition falls, there is no acquisition mentioned in paragraph (a) or (b); and | | (iii) | before 1 April 2015 and not earlier than 12 months before the acquisition, the acquiring company or its acquiring subsidiary had made an acquisition of ordinary shares of any amount in the target company; |
| | (e) | any other acquisition the date of which falls within the qualifying period in which the acquisition mentioned in paragraph (d) is made, and is before 1 April 2016. [2/2016] |
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(8) For the purposes of subsection (7)(c) and (e), the qualifying period is determined as follows:| (a) | in the first instance, the qualifying period is the financial year of the acquiring company in which the acquisition mentioned in subsection (7)(a), (b) or (d) (as the case may be) is made; | | (b) | where the other acquisition mentioned in subsection (7)(c) or (e) relates to an acquisition in subsection (7)(b) or (d) and the acquisition mentioned in subsection (7)(b) (if applicable) is made before 1 April 2016, the acquiring company may elect, in such form and manner and within such time as the Commissioner may specify (which must be after the financial year mentioned in paragraph (a)), to replace the qualifying period mentioned in paragraph (a) with a prescribed period (which must be a period within which the acquisition mentioned in subsection (7)(b) or (d) (as the case may be) is made); | | (c) | where the acquiring company claims a deduction under section 37O of the Income Tax Act 1947 in connection with the acquisition mentioned in subsection (7)(a), (b) or (d) (as the case may be), then the qualifying period is, instead of the period mentioned in paragraph (a) or (b) (as the case may be), the same period as that for which acquisitions are qualifying acquisitions for the purposes of its claim under section 37O of that Act. [2/2016] |
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| (9) The maximum amount of relief from duty to be allowed under subsection (1) with respect to all qualifying acquisitions of ordinary shares in all target companies by an acquiring company and all its acquiring subsidiaries in a financial year of the acquiring company is determined in accordance with subsections (10) to (22). [2/2016; 34/2016] |
(10) Subject to subsection (11), where the qualifying acquisitions in the financial year —| (a) | include an acquisition mentioned in subsection (5)(a) or (b); and | | (b) | do not include an acquisition mentioned in subsection (7)(a), (b) or (d), |
| the maximum amount of relief from duty allowed is $200,000. |
[2/2016] |
(11) Where the qualifying period is the financial year of the acquiring company and the financial year exceeds 12 months, the maximum amount of relief from duty to be allowed to the acquiring company with respect to all the acquisitions to which subsection (10) applies for each of the following periods must not exceed $200,000:| (a) | the first 12 months of that financial year; | | (b) | the remaining period of that financial year. [2/2016] |
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(12) Subject to subsection (13), where the qualifying acquisitions in the financial year —| (a) | include an acquisition mentioned in subsection (7)(a), (b) or (d) that is made before 1 April 2016; and | | (b) | do not include an acquisition mentioned in subsection (5)(a) or (b), or an acquisition mentioned in subsection (7)(a) or (b) that is made on or after 1 April 2016, |
| the maximum amount of relief from duty allowed is $40,000. |
[2/2016; 34/2016] |
(13) Where the qualifying period is the financial year of the acquiring company and the financial year exceeds 12 months, the maximum amount of relief from duty to be allowed to the acquiring company with respect to all the acquisitions to which subsection (12) applies for each of the following periods must not exceed $40,000:| (a) | the first 12 months of that financial year; | | (b) | the remaining period of that financial year. [2/2016] |
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(14) Subject to subsection (15), where the qualifying acquisitions in the financial year —| (a) | include an acquisition in subsection (7)(a) or (b) that is made on or after 1 April 2016; and | | (b) | do not include an acquisition in subsection (5)(a) or (b), or an acquisition in subsection (7)(a), (b) or (d) that is made before 1 April 2016, |
| the maximum amount of relief from duty allowed is $80,000. |
[34/2016] |
(15) Where the qualifying period is the financial year of the acquiring company and the financial year exceeds 12 months, the maximum amount of relief from duty to be allowed to the acquiring company with respect to all the acquisitions to which subsection (14) applies for each of the following periods must not exceed $80,000:| (a) | the first 12 months of that financial year; | | (b) | the remaining period of that financial year. [34/2016] |
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| (16) For the purposes of subsection (10), where subsection (6)(b) or (c) applies, the qualifying acquisitions to which subsection (10) applies are treated as made in the financial year of the acquiring company in which the acquisitions mentioned in subsection (10)(a) are made. [2/2016] |
| (17) For the purposes of subsection (12), where subsection (8)(b) or (c) applies, the qualifying acquisitions to which subsection (12) applies are treated as made in the financial year of the acquiring company in which the acquisitions mentioned in subsection (12)(a) are made. [2/2016] |
| (18) For the purposes of subsection (14), where subsection (8)(c) applies, the qualifying acquisitions to which subsection (14) applies are treated as made in the financial year of the acquiring company in which the acquisitions mentioned in subsection (14)(a) are made. [34/2016] |
(19) Subject to subsection (20), where the qualifying acquisitions in the financial year —| (a) | include an acquisition in subsection (5)(a) or (b); and | | (b) | include an acquisition in subsection (7)(a), (b) or (d), |
| the maximum amount of relief from duty allowed is an amount computed by the formula A + B + C, where — |
| (c) | A is the lesser of —| (i) | the total amount of ad valorem stamp duty chargeable on every one of those qualifying acquisitions that is —| (A) | an acquisition in subsection (5)(a); | | (B) | an acquisition in subsection (5)(c) that relates to an acquisition in sub‑paragraph (A) and to the same target company; | | (C) | an acquisition in subsection (5)(b); or | | (D) | an acquisition in subsection (5)(d) that relates to an acquisition in sub‑paragraph (C) and to the same target company; and |
| | (ii) | $200,000; |
| | (d) | B is the lesser of —| (i) | the total amount of ad valorem stamp duty chargeable on every one of those qualifying acquisitions that is —| (A) | an acquisition in subsection (7)(a) that is made before 1 April 2016; | | (B) | an acquisition in subsection (7)(b) that is made before 1 April 2016; | | (C) | an acquisition in subsection (7)(c) that relates to an acquisition in sub‑paragraph (A) or (B) and to the same target company; | | (D) | an acquisition in subsection (7)(d); or | | (E) | an acquisition in subsection (7)(e) that relates to an acquisition in sub‑paragraph (D) and to the same target company; and |
| | (ii) | the balance after deducting A from $40,000 or, if the balance is negative, zero; and |
| | (e) | C is the lesser of —| (i) | the total amount of ad valorem stamp duty chargeable on every one of those qualifying acquisitions that is —| (A) | an acquisition in subsection (7)(a) that is made on or after 1 April 2016; | | (B) | an acquisition in subsection (7)(b) that is made on or after 1 April 2016; or | | (C) | an acquisition in subsection (7)(c) that relates to an acquisition in sub‑paragraph (A) or (B) and to the same target company; and |
| | (ii) | the balance after deducting A and B from $80,000 or, if the balance is negative, zero. [34/2016] |
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(20) Where the qualifying period is the financial year of the acquiring company and the financial year exceeds 12 months, the maximum amount of relief from duty to be allowed to the acquiring company with respect to all the acquisitions to which subsection (19) applies must not exceed the maximum amount of relief from duty under that subsection for each of the following periods:| (a) | the first 12 months of that financial year; | | (b) | the remaining period of that financial year. [34/2016] |
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(21) Subject to subsection (22), where the qualifying acquisitions in the financial year —| (a) | include an acquisition in subsection (7)(a), (b) or (d) made before 1 April 2016; | | (b) | include an acquisition in subsection (7)(a) or (b) made on or after 1 April 2016; and | | (c) | do not include an acquisition in subsection (5)(a) or (b), |
| the maximum amount of relief from duty allowed is an amount computed by the formula A + B, where — |
| (d) | A is the lesser of —| (i) | the total amount of ad valorem stamp duty chargeable on every one of those qualifying acquisitions that is —| (A) | an acquisition in subsection (7)(a) that is made before 1 April 2016; | | (B) | an acquisition in subsection (7)(b) that is made before 1 April 2016; | | (C) | an acquisition in subsection (7)(c) that relates to an acquisition in sub‑paragraph (A) or (B) and to the same target company; | | (D) | an acquisition in subsection (7)(d); or | | (E) | an acquisition in subsection (7)(e) that relates to an acquisition in sub‑paragraph (D) and to the same target company; and |
| | (ii) | $40,000; and |
| | (e) | B is the lesser of —| (i) | the total amount of ad valorem stamp duty chargeable on every one of those qualifying acquisitions that is —| (A) | an acquisition in subsection (7)(a) that is made on or after 1 April 2016; | | (B) | an acquisition in subsection (7)(b) that is made on or after 1 April 2016; or | | (C) | an acquisition in subsection (7)(c) that relates to an acquisition in sub‑paragraph (A) or (B) and to the same target company; and |
| | (ii) | the balance after deducting A from $80,000. [34/2016] |
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(22) Where the qualifying period is the financial year of the acquiring company and the financial year exceeds 12 months, the maximum amount of relief from duty to be allowed to the acquiring company with respect to all the acquisitions to which subsection (21) applies must not exceed the maximum amount of relief from duty under that subsection for each of the following periods:| (a) | the first 12 months of that financial year; | | (b) | the remaining period of that financial year. [34/2016] |
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| (23) Subsections (10) to (22) are subject to the rules made under subsection (35). [2/2016; 34/2016] |
| (24) For the purposes of subsection (1), where the acquiring company or the acquiring subsidiary (as the case may be) and the target company are part of the same group of companies on the date of a qualifying acquisition of ordinary shares in the target company by the acquiring company or the acquiring subsidiary (as the case may be), no relief from duty is allowed for the instrument in question unless the acquisition would result in an increase in the total number of ordinary shares in the target company held on that date by all the companies in the group, excluding the target company. [28/2010] |
| (25) For the purpose of determining the amount of relief from duty allowable under subsection (1), where the consideration paid by the acquiring company or the acquiring subsidiary (as the case may be) in respect of the share acquisition consists, wholly or in part, of shares in the acquiring company, the value of consideration comprising such shares is such value of the shares at the date of the share acquisition as may be determined by the Commissioner. [28/2010] |
(26) Where an acquiring company or an acquiring subsidiary has paid ad valorem stamp duty on a qualifying acquisition of ordinary shares in a target company (called in this subsection a relevant qualifying acquisition), the acquiring company may apply under section 75 for a refund of the duty so paid in relation to the relevant qualifying acquisition; and section 75 applies with the following modifications:| (a) | where the qualifying period is the period mentioned in subsection (6)(a) or (8)(a), the reference to the date of the overpayment in section 75(1)(a) is a reference to —| (i) | the date of the relevant qualifying acquisition; or | | (ii) | the date of the acquisition mentioned in subsection (5)(a) or (b) or (7)(a), (b) or (d) (as the case may be) that occurred in the same qualifying period as the relevant qualifying acquisition, |
| | (b) | where the qualifying period is the period mentioned in subsection (6)(b) or (8)(b), the reference to the date of the overpayment in section 75(1)(a) is a reference to the last day of the financial year that is replaced by the prescribed period elected under subsection (6)(b) or (8)(b); | | (c) | where the qualifying period is the period mentioned in subsection (6)(c) or (8)(c), the reference to the date of the overpayment in section 75(1)(a) is a reference to the date of lodgment of the return of income by the acquiring company under section 37O(6) of the Income Tax Act 1947. [23/2011; 30/2014; 2/2016] |
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(27) Where, as a result of a change in the qualifying period pursuant to subsection (6)(b) or (c) or (8)(b) or (c), a qualifying acquisition ceases to be a qualifying acquisition, the ad valorem stamp duty on the instrument for the acquisition is payable to the Commissioner in such manner and within such time after such cessation as the Commissioner may specify, together with interest mentioned in subsection (29), by —| (a) | in the case where the ordinary shares in the target company are acquired by the acquiring company, the acquiring company; and | | (b) | in the case where the ordinary shares in the target company are acquired by the acquiring subsidiary, the acquiring company and the acquiring subsidiary, on a joint and several basis, |
| and is recoverable as a debt due to the Government. |
[23/2011; 2/2016] |
(28) Where any claim by an acquiring company for relief from duty under this section has been allowed for an instrument 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 condition precedent or condition subsequent prescribed under subsection (35) has not been satisfied, |
| the claim is deemed to have been disallowed and an amount equal to the amount of relief from duty — |
| (c) | in a case where the ordinary shares in the target company are acquired by the acquiring company under the instrument —| (i) | becomes payable by the acquiring company to the Commissioner immediately; and | | (ii) | is recoverable together with interest mentioned in subsection (30) from the acquiring company as a debt due to the Government; and |
| | (d) | in a case where the ordinary shares in the target company are acquired by the acquiring subsidiary under the instrument —| (i) | becomes payable by the acquiring company and the acquiring subsidiary, on a joint and several basis, to the Commissioner immediately; and | | (ii) | is recoverable together with interest mentioned in subsection (30) from the acquiring company and the acquiring subsidiary, on a joint and several basis, as a debt due to the Government. [28/2010; 23/2011; 30/2014] |
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| (29) Interest mentioned in subsection (27) accrues on the amount of duty mentioned in that subsection at the rate of 6% per annum after the end of the period in which the duty must be paid to the Commissioner. [30/2014] |
(30) Interest mentioned in subsection (28) accrues on the amount of relief mentioned in that subsection at the rate of 6% per annum —| (a) | in a case where duty was paid on the instrument and then refunded after a claim for relief was allowed under this section, from the date on which the refund was made; or | | (b) | in any other case —| (i) | if the instrument is executed by any person in Singapore, from the date of its execution; or | | (ii) | if the instrument is executed outside Singapore, from the date the instrument is first received in Singapore. [30/2014] |
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| (31) The amount recoverable under subsection (28) is payable at the place stated in a notice served by the Commissioner on the acquiring company, or the acquiring company and the acquiring subsidiary (as the case may be) within one month after the service of the notice by the Commissioner on the acquiring company, or the acquiring company and the acquiring subsidiary, as the case may be. [28/2010] |
(32) If any amount recoverable from the acquiring company, or the acquiring company and the acquiring subsidiary (as the case may be) under subsection (27) or (28) is not paid within the period mentioned in subsection (27) or (31) (as the case may be), the following penalties shall be imposed on the company or companies:| (a) | where the outstanding amount is paid to the Commissioner within 3 months from the end of such period, a penalty of $10 or the outstanding amount, whichever is the greater; | | (b) | where the outstanding amount is not paid to the Commissioner within 3 months from the end of such period, a penalty of $25 or 4 times the outstanding amount, whichever is the greater. [28/2010; 23/2011] |
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| (33) The Commissioner may reduce or remit any penalty imposed under this section. [28/2010] |
| (34) Sections 50 and 70AA apply to the collection and recovery by the Commissioner of the amount recoverable under subsections (27) and (28) and any penalty imposed under subsection (32) as they apply to the collection and recovery of duty and penalty required to be paid under this Act. [28/2010; 23/2011] |
(35) The Minister may, by rules, provide for the following:| (a) | to modify the provisions of this section in their application to a case where subsection (6)(b) or (c) or (8)(b) or (c) applies, including deeming the dates of specified acquisitions of ordinary shares in the target company as falling within a specified financial year for the purposes of the application of subsections (9) and (10); | | (b) | prescribing the conditions precedent and conditions subsequent for the purpose of claiming relief from duty on any instrument under this section; | | (c) | to provide for the disallowance of relief under this section, where the acquiring company or the acquiring subsidiary (as the case may be) divests of any of the ordinary shares it holds in the target company; | | (d) | to provide for the application of this section to a business trust registered under the Business Trusts Act 2004 as it applies to a Singapore company, with such modifications as may be prescribed; | | (e) | prescribing such matters as are required or authorised to be prescribed under this section; | | (f) | generally for giving full effect to or for carrying out the purposes of this section. [28/2010; 23/2011; 2/2016] |
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| (36) Without limiting subsection (35)(b), the Minister may, in the case of a qualifying acquisition mentioned in subsection (7), prescribe such conditions as the Minister considers necessary to ensure that the acquiring company or acquiring subsidiary is not merely a passive shareholder of the target company, including requiring the acquiring company or acquiring subsidiary to exert significant influence (within the meaning of FRS 28, SFRS(I) 1‑28, or SFRS for Small Entities) over the target company. [2/2016; 32/2019] |
(37) In this section —| “financial year”, in relation to a company, means the period in respect of which any profit and loss account of the company laid before it in general meeting is made up, whether that period is a year or not; |
“FRS 28”, “SFRS(I) 1‑28” and “SFRS for Small Entities” mean the financial reporting standards known respectively as —| (a) | Financial Reporting Standard 28 (Investments in Associates and Joint Ventures); | | (b) | Singapore Financial Reporting Standard (International) 1‑28 (Investments in Associates and Joint Ventures); and | | (c) | Singapore Financial Reporting Standard for Small Entities, |
| that are made by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007, as amended from time to time; |
[Act 36 of 2022 wef 01/04/2023] |
| “group of companies” means 2 or more companies each of which is either a holding company or subsidiary of the other or any of the others; |
| “holding company” and “subsidiary” have the meanings given by section 5 of the Companies Act 1967; |
| “Singapore company” means a company incorporated in Singapore and resident in Singapore within the meaning of section 2(1) of the Income Tax Act 1947. [28/2010; 2/2016; 32/2019] |
|
(38) In this section, the date of an acquisition of ordinary shares in a target company is —| (a) | the date on which the agreement for sale of those shares is entered into by the acquiring company or the acquiring subsidiary, as the case may be; or | | (b) | in the absence of an agreement mentioned in paragraph (a), the date of the transfer of those shares in the target company to the acquiring company or acquiring subsidiary, as the case may be. [28/2010; 23/2011] |
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| Voluntary conveyance inter vivos |
16.—(1) Any conveyance or transfer operating as a voluntary disposition inter vivos is 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) 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) is, for the purposes of this section, 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 is not for this purpose 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. |
(3) For the purpose of subsection (2) —| (a) | a conveyance or transfer is 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 is not to 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. |
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(4) In subsection (3) —“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” is to be construed accordingly; |
|
“specified time period” means —| (a) | one year before or after the date of solemnisation of a marriage; or | | (b) | such other time period as may be prescribed in lieu of the time period specified in paragraph (a). |
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(5) 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, |
| is not chargeable with duty under this section. |
|
| (6) Subsection (5) has effect even though the circumstances exempting the conveyance or transfer from charge under this section are not set out in the conveyance or transfer. |
| (7) Where equity interests in an entity were conveyed or transferred on or after 10 May 2022 to a trustee to hold on trust for a beneficiary who is not a bare trust beneficiary, then subsection (5)(d) does not apply to a conveyance or transfer, executed on or after that date, by the trustee of those equity interests to the beneficiary. [Act 22 of 2022 wef 10/05/2022] |
| (8) In subsection (7), “entity” and “equity interest” have the meanings given by section 23(21). [Act 22 of 2022 wef 10/05/2022] |
| (9) To avoid doubt, this section applies to a settlement that is made voluntarily. [Act 22 of 2022 wef 10/05/2022] |
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| How conveyance in consideration of debt or subject to future payment, etc., to be charged |
17.—(1) When any property is conveyed to any person in consideration, wholly or in part, of any debt due to the person 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 is 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 is deemed to be part of the consideration for the sale. |
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(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 the purchaser having previously made, any substantial improvement of or addition to the property conveyed to the purchaser, or of any covenant relating to the subject matter of the conveyance, is not chargeable, and is deemed not to have been chargeable with any duty in respect of such further consideration.| (a) 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. |
| (b) 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. |
| (c) 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. |
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| Duties on foreclosure orders |
18.—(1) Subject to section 17, a decree or an order for, or having the effect of an order for, foreclosure in respect of mortgaged property is 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) must 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 is 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 is exempt from the ad valorem stamp duty. |
|
| Valuation in case of annuity |
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 is chargeable 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 chargeable 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 is chargeable 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. |
|
| 20. [Repealed by Act 26 of 1996] |
| Conveyances and transfers in contemplation of sale |
21.—(1) Subject to this section, any instrument by which property is conveyed or transferred to any person in contemplation of a sale of that property is 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.(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 the Commissioner’s 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 (P) from whom it was conveyed or transferred, or to a person to whom P’s 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 must repay the duty paid by virtue of this section — |
| (c) | in a case falling under paragraph (a), so far as it exceeds the duty which would have been payable apart from this section; and | | (d) | 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 is not 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(2). |
| (4) No instrument chargeable with duty in accordance with subsection (1) is deemed to be duly stamped unless the Commissioner has been required to express an opinion thereon under section 37 and has expressed his or her opinion in accordance with that section. |
| (5) Subsections (1) to (4) apply whether or not an instrument conveys or transfers other property in addition to the property in contemplation of the sale of which the instrument is made or executed, but the provisions of those subsections do 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 is to 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 (P) or in any person on P’s 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. |
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(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 the Commissioner’s satisfaction that any such power 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 whole or in part in consequence of that exercise, the Commissioner must 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. |
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| Contracts, etc., to be chargeable as conveyances on sale |
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, |
| is chargeable 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. |
[1/2013; 13/2017] | (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 the purchaser’s 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 is chargeable 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. |
| (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) is, if executed on or after 19 February 2011, exempt from duty. [23/2011] |
(4) Where a person, having contracted jointly or otherwise for the purchase of any property but not having obtained a conveyance of the property, directs the vendor of the property in writing to convey or transfer the property or any share in the property —| (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 is, for the purpose of this Act, treated as a contract or an agreement for the sale of that property or share in that property for a consideration equal to the value of that property or share in that property and is chargeable with duty as if it were an actual conveyance on sale of that property or share in that property. |
|
| (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 is chargeable with ad valorem duty under this section and any other contract or agreement for the same sale of the same property is, if executed on or after 19 February 2011, exempt from duty. [23/2011] |
(6) Subject to subsection (7), the ad valorem duty paid under this section upon any contract or agreement for the sale of property must, 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 the vendor’s title to the property; | | (b) | a purchaser, being a foreign person, is unable to obtain approval under the Residential Property Act 1976 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 1989 in respect of the property; or | | (g) | a Strata Titles Board or the General Division of the High Court (as the case may be) refused an application for an order for the sale of the property under section 84A, 84D, 84E or 84FA of the Land Titles (Strata) Act 1967. [13/2010; 23/2011; 40/2019] |
|
(7) The refund under subsection (6) is to be made if and only if —| (a) | the application for refund is made by the person who paid or is liable to pay the duty 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 of the instrument; | | (iii) | in the case of a contract or an agreement that is rescinded or annulled on the ground mentioned in subsection (6)(g), 2 months after the refusal of a Strata Titles Board or the General Division of the High Court, as the case may be; 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 surrendered to the Commissioner, unless the Commissioner dispenses with such surrender in a particular case. [23/201l; 30/2014; 40/2019] |
|
| (8) Subject to the provisions of this Act, this section applies to instruments made on or after 15 May 1996. |
(9) In this section —| “Commissioner of Building Control” has the meaning given by the Building Control Act 1989; |
| “competent authority” has the meaning given by the Planning Act 1998; |
| “public authority” means the Housing and Development Board constituted by the Housing and Development Act 1959 or the Jurong Town Corporation constituted by the Jurong Town Corporation Act 1968; |
| “Strata Titles Board” means a Strata Titles Board constituted under the Building Maintenance and Strata Management Act 2004. [13/2010] |
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| Additional duty on instruments for disposal of immovable property within specified holding period |
22A.—(1) Subject to the provisions of this Act, every contract or agreement for the sale of any specified immovable property (or any part thereof) which is chargeable with duty pursuant to section 22 (including any instrument chargeable in like manner) is chargeable with additional ad valorem duty (the amounts of which are indicated in the First Schedule), payable by the vendor of the property, in respect of the consideration for that sale as if it were an actual conveyance on sale of immovable property, if the property or part thereof is disposed of under that contract or agreement —| (a) | while this section is in force; and | | (b) | before the end of the period prescribed in the section 22A Order in relation to the specified immovable property (called in this section the specified holding period) from the date on which the vendor acquired that property or any part thereof. [6/2010; 28/2010] |
(2) Subject to the provisions of this Act, every conveyance on sale of any specified immovable property (or any part thereof) is chargeable with the same additional ad valorem duty under subsection (1), payable by the vendor of the property, in respect of the consideration for that sale, if the property or part thereof is disposed of under that instrument —| (a) | while this section is in force; and | | (b) | before the end of the specified holding period from the date on which the vendor acquired that property or part thereof. [28/2010] |
|
(3) Subject to the provisions of this Act, every instrument —| (a) | which is a conveyance or transfer operating as a voluntary disposition inter vivos of any specified immovable property (or any part thereof) and which is chargeable with duty under section 16 as if it were a conveyance or transfer on sale of that property; | | (b) | which is a conveyance or transfer of any specified immovable property (or any part thereof) —| (i) | by way of release or settlement; or | | (ii) | pursuant to a declaration of trust where the beneficial interest in the property passes; or |
| | (c) | by which any specified immovable property (or any part thereof) is transferred, by way of distribution in specie upon the voluntary winding up of a private company, to a person in the person’s capacity as shareholder in that company, |
| is treated for the purpose of this section as a conveyance on sale of immovable property and chargeable with the same additional ad valorem duty under subsection (1), payable by the transferor, in respect of the value of the property or part thereof so conveyed or transferred, if the property or part thereof is disposed of under that instrument — |
| (d) | while this section is in force; and | | (e) | before the end of the specified holding period from the date on which the transferor acquired that property or any part thereof. [6/2010] |
|
(4) Subject to the provisions of this Act and unless the section 22A Order specifies otherwise, every instrument which is a lease or an agreement for lease of any specified immovable property (or any part thereof) for a term equal to or exceeding the prescribed term, is treated for the purpose of this section as a conveyance on sale of immovable property and chargeable with the same additional ad valorem duty under subsection (1), payable by the lessor, in respect of the consideration for the lease, if the property or part thereof is disposed of under that instrument —| (a) | while this section is in force; and | | (b) | before the end of the specified holding period from the date on which the lessor acquired that property or any part thereof. [6/2010] |
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(5) For the purposes of subsection (4) —| (a) | the fact that the term of a lease or an agreement for lease may be extended pursuant to an option is to be taken into consideration in determining whether its term is equal to or exceeds the prescribed term; and | | (b) | the fact that a lease or an agreement for lease for a specified period of time is determinable on the happening of an event within that time is not to be taken into consideration in determining its term. [6/2010] |
|
(6) Subject to the provisions of this Act, an instrument by which an exchange of any specified immovable property (or any part thereof) is effected is treated for the purpose of this section as a conveyance on sale of immovable property if the property or part thereof is disposed of under the instrument —| (a) | while this section is in force; and | | (b) | before the end of the specified holding period from the date on which the party who disposes of the property or part thereof acquired that property or any part thereof, |
| and is chargeable with the same additional ad valorem duty under subsection (1), payable by that party, in respect of the value of the property or part thereof being exchanged that is of the greater value. |
[6/2010] |
| (7) In subsection (6), where a party disposes of 2 or more properties or parts thereof to another party under the instrument, those properties or parts are treated as one property or part, and their values are aggregated, for the purpose of determining the value of the property or part thereof being exchanged that is of the greater value. [6/2010] |
| (8) Where in any conveyance on sale of immovable property or any part thereof (including any instrument which is chargeable in like manner) the vendors, lessors or transferors of the property or part are joint owners of that property or part, the duty payable by each vendor, lessor or transferor under this section is a proportion of the duty commensurate with their respective shares in that property or part; and for this purpose, joint tenants of any property or part are presumed, until the contrary is proved, to have equal shares in the property or part. [6/2010] |
(9) For the purposes of determining the additional duty chargeable on a conveyance on sale of immovable property or any part thereof (including any instrument which is chargeable in like manner) —| (a) | the consideration or value (whichever is applicable) on which the duty is based, is reduced by such amount as the Commissioner considers to be attributable to such part of the specified immovable property that is permitted to be used under the Master Plan or the Planning Act 1998 (as the case may be) for a purpose that is not a prescribed purpose; and | | (b) | where parts of the property were acquired by the vendor, lessor or transferor at different times, the duty is reduced by such amount as the Commissioner determines to be in excess of the duty which would have been chargeable under this section if the property had been conveyed in separate parts. [6/2010; 1/2013] |
|
| (10) The Commissioner’s decisions under subsection (9)(a) and (b), respectively, are final. [6/2010] |
(11) Section 22(3) applies to a vendor, lessor or transferor of specified immovable property or a part thereof as if —| (a) | the first reference in that provision to purchaser or sub‑purchaser is substituted with a reference to such vendor, lessor or transferor; and | | (b) | the references in that provision to duty under that section are substituted with references to the additional duty under this section. [6/2010; 28/2010] |
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(12) Section 22(5) applies to a vendor, lessor or transferor of specified immovable property or a part thereof as if —| (a) | the references in that provision to a contract or agreement for sale include a conveyance on sale; and | | (b) | the references in that provision to duty under that section are substituted with references to the additional duty under this section. [28/2010] |
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| (13) Where any duty paid under section 22 in respect of any contract or agreement is refunded under that section, any additional duty paid under this section in respect of that same contract or agreement must likewise be refunded. [6/2010] |
(14) Subject to subsection (15) and the section 22A Order, where any specified immovable property or part thereof is acquired or disposed of —| (a) | under contract, the time at which the acquisition or disposal is made is the time the contract is made (and not, if different, the time at which the property or part is conveyed or transferred), and if the contract is conditional on the exercise of an option, the time at which the acquisition or disposal is made is the time when the option is exercised; | | (b) | by way of gift, release or settlement or under a declaration of trust, the time at which the acquisition or disposal is made is the time when the property or part or any beneficial interest therein passes; or | | (c) | by any other means, the time at which the acquisition or disposal is made is the time the property or part or any interest therein is vested or divested (as the case may be) by operation of law or otherwise. [6/2010] |
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(15) In this section —| (a) | a reference to the section 22A Order is a reference to the order made under section 22B bringing this section into force; | | (b) | a reference to specified immovable property is a reference to immovable property —| (i) | that is either —| (A) | zoned in the Master Plan in a manner specified in the section 22A Order; or | | (B) | permitted under the Planning Act 1998 for use for a purpose specified in the section 22A Order; and |
| | (ii) | unless the section 22A Order specifies otherwise, that is acquired by the person liable to pay the additional ad valorem duty under the relevant subsection on or after the date of coming into operation of this section as specified in the Order; |
| | (c) | a reference to acquisition or disposal of any property does not include a reference to a conveyance or transfer by way of security of any property (including a retransfer on redemption of the security); | | (d) | where a person (Q) entitled to any property by way of security or to the benefit of a charge or incumbrance on any property deals with the property for the purposes of enforcing or giving effect to the security, charge or incumbrance, Q’s dealings with the property are treated as if they were done through Q as nominee by the person entitled to the property subject to the security, charge or incumbrance; | | (e) | a reference to disposal of any property does not include a reference to a disposal as a result of bankruptcy, dissolution, receivership or winding up of the owner of the property, other than a voluntary winding up; | | (f) | a reference to a person acquiring any property includes a reference to a situation where —| (i) | subsequent to the person’s acquisition of the immovable property, being such vacant land or land with one or more buildings thereon as may be prescribed, the land is zoned in the Master Plan in a prescribed manner, or any building or part thereof on the land is permitted under the Planning Act 1998 to be used for a prescribed purpose, whichever is specified in the section 22A Order in respect of that immovable property; or | | (ii) | subsequent to the person’s acquisition of any part of a building, the part is permitted under the Planning Act 1998 to be used for a prescribed purpose, |
| and (unless the section 22A Order specifies otherwise) the time at which the acquisition is made is the time when the zoning in the Master Plan is altered in such manner or when the permission under that Act is granted, as the case may be; and |
| | (g) | a reference to a purpose permitted by the Planning Act 1998 is a reference to —| (i) | a purpose permitted by a written permission granted under section 14(4) of that Act, other than one that is granted for a period of 10 years or less; | | (ii) | a purpose authorised by a notification under section 21(6) of that Act; or | | (iii) | such other purpose as may be prescribed. [6/2010; 1/2013] |
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(16) Despite anything in this section —| (a) | every conveyance on sale of property and every contract or agreement for the sale of any equitable estate or interest in any property or for the sale of any estate or interest in any property, being a conveyance, a contract or an agreement made before the date of coming into operation of this section; and | | (b) | every exempt instrument specified for the purposes of this section by rules made under section 77, |
| is chargeable with duty under this Act as if this section were not in force. |
[6/2010] |
|
| Power to bring section 22A into operation |
| 22B.—(1) Section 22A does not come into operation except at the time and in the manner mentioned in subsection (2). [6/2010] | (2) The Minister may, from time to time, by order in the Gazette, declare that section 22A comes into operation on a date specified in the order, and that section comes into operation on that date and remains in force until the order is revoked by the Minister. [6/2010] |
(3) The order must specify —| (a) | the immovable property to which section 22A applies by —| (i) | the manner it is zoned under the Master Plan; or | | (ii) | the purpose for which it is permitted to be used under the Planning Act 1998, as defined under section 22A(15)(g); |
| | (b) | the holding period for the purposes of that section; and | | (c) | other matters required to be prescribed by that section. [6/2010; 1/2013] |
|
| (4) The order may specify different holding periods for different classes of immovable property. [6/2010] |
(5) The order may —| (a) | prescribe a different time at which immovable property is acquired or disposed of under any particular class of instruments or any instruments executed by or in favour of any person or class of persons; and | | (b) | specify other matters authorised to be prescribed or specified under section 22A. [6/2010] |
|
| (6) The Minister may, in respect of the first order made after 20 February 2010, specify in the order a date of commencement for section 22A that is before the date of publication of the order in the Gazette but no earlier than 20 February 2010. [6/2010] |
| (7) All orders made under this section must be presented to Parliament as soon as possible after publication in the Gazette. [6/2010] |
|
| Duty on renunciation of interest in trust over residential property by beneficiary |
22C.—(1) This section applies in a case where —| (a) | a person (called in this section the settlor) declared a bare trust over residential property or any interest in residential property on or after 10 May 2022; and | | (b) | a beneficiary of the trust disclaims or renounces on or after that date the beneficiary’s interest in the residential property under the trust, and a resulting trust arises in favour of the settlor of the interest so disclaimed or renounced (called in this section the renounced interest). |
| (2) The beneficiary must, within the prescribed period after the date of the disclaimer or renunciation, give to the Commissioner and the settlor in the prescribed manner a notice in the prescribed form that this section applies to the renounced interest (called in this section and Article 3 of the First Schedule a section 22C notice). |
| (3) A beneficiary who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000. |
| (4) If the beneficiary fails to comply with subsection (2), the Commissioner may at any time give a section 22C notice to the beneficiary and the settlor. |
| (5) A section 22C notice is chargeable with the same ad valorem duty under this Act that is payable by a grantee as if it were a conveyance or transfer operating as a voluntary disposition inter vivos of the renounced interest to the settlor, except that the duty is payable by the settlor as if the settlor were the grantee. |
(6) If the disclaimer or renunciation takes effect —| (a) | whilst section 22A is in force; and | | (b) | before the end of the specified holding period mentioned in section 22A after the date the beneficiary first has beneficial ownership of the renounced interest, |
| then duty under section 22A is also chargeable on a section 22C notice, and payable by the beneficiary, as if it were a conveyance or transfer operating as a voluntary disposition inter vivos of the renounced interest under section 22A, and the renounced interest were disposed of on the effective date of the disclaimer or renunciation. |
|
(7) For the purpose of determining the amount of duty chargeable under subsection (5) or (6), the value of the property is determined as follows:| (a) | if the section 22C notice is given by the beneficiary — the value of the property is its value as at the last day of the prescribed period in subsection (2) or, if the notice is given before the end of the prescribed period, the date the notice is given to the Commissioner; | | (b) | if the section 22C notice is given by the Commissioner — the value of the property is its value as at the last day of the prescribed period in subsection (2). |
|
(8) Section 46 applies in relation to the duties in subsections (5) and (6) as if the section 22C notice were —| (a) | if given by the beneficiary — an instrument first executed in Singapore on the last day of the prescribed period in subsection (2) or, if the beneficiary gives the notice before the end of the prescribed period, the date the notice is given to the Commissioner; or | | (b) | if given by the Commissioner — an instrument first executed in Singapore on the last day of the prescribed period in subsection (2). |
|
(9) In this section —| (a) | “residential property” has the meaning given by paragraph (b) of the definition of that term in paragraph (1) of Article 3 of the First Schedule; and | | (b) | a reference to the beneficiary is, in a case where the beneficiary is an individual below 21 years of age or lacks capacity, to the guardian, donee, deputy or other person having the direction, control or management of the renounced interest on the beneficiary’s behalf. |
|
| (10) This section is subject to section 9 of the Stamp Duties (Amendment) Act 2022. [Act 22 of 2022 wef 10/05/2022] |
|
| Duty on conveyance of equity interests in property‑holding entities |
23.—(1) This section applies to a conveyance —| (a) | executed while this section is in operation; | | (b) | of equity interests in an entity; and | | (c) | whether or not the conveyance is —| (i) | on a sale or otherwise; [Act 22 of 2022 wef 10/05/2022] | | (ii) | by way of gift, release or settlement; or | | (iii) | pursuant to a declaration of trust. [Act 22 of 2022 wef 10/05/2022] [13/2017] |
|
(2) If —| (a) | the grantee is a significant owner of the entity immediately before the execution of the conveyance, or becomes one upon the execution of the conveyance; and | | (b) | the entity is a property‑holding entity or PHE at the time of the execution, |
| then the conveyance is chargeable with ad valorem duty (called duty A in this section, sections 23B, 23BA and 23C, Article 3A of the First Schedule and Article 2A of the Third Schedule) that is payable by the grantee. |
[Act 22 of 2022 wef 10/05/2022] [13/2017] |
(3) Subject to subsection (4), if —| (a) | the grantor is a significant owner of the entity immediately before the effective date or becomes one on or after the effective date; | | (b) | the conveyance is executed at any time on or after the effective date and whether at a time when the grantor is still such significant owner or after the grantor ceases to be one; | | (c) | the entity is a PHE at the time of the execution; and | | (d) | the equity interests conveyed comprise or include equity interests in the entity specified in subsection (8), |
| then the conveyance is chargeable with ad valorem duty (called duty B in this section, sections 23B, 23BA and 23C, Article 3A of the First Schedule and Article 2A of the Third Schedule) that is payable by the grantor. |
[Act 22 of 2022 wef 10/05/2022] [13/2017] |
| (4) Subsection (3) does not apply to any conveyance that is executed in the period between the time the grantor (including the grantor’s associates) ceases to own any equity interests in the entity and the time the grantor becomes a significant owner of the entity again. [13/2017] |
(5) If, at the time of the execution of the conveyance —| (a) | the entity (called in this subsection the target entity) is not a PHE; and | | (b) | the grantee beneficially owns equity interests in another entity or entities in circumstances where, had the target entity and the other entity or entities been a single entity —| (i) | that single entity would have been a Type 2 PHE; and | | (ii) | the grantee would have been a significant owner of that single entity or would have become such significant owner upon the execution of the conveyance, |
|
| then the conveyance is chargeable with ad valorem duty (called duty C in this section, sections 23B, 23BA and 23C, Article 3A of the First Schedule and Article 2A of the Third Schedule) that is payable by the grantee. |
[Act 22 of 2022 wef 10/05/2022] [13/2017] |
(6) Subject to subsection (7), if —| (a) | immediately before the effective date or at any time on or after that date, the grantor beneficially owns equity interests in 2 or more entities in circumstances where, had those entities been a single entity —| (i) | the single entity would have been a Type 2 PHE; and | | (ii) | the grantor would have been a significant owner of the single entity; |
| | (b) | the conveyance is executed at any time on or after the effective date and whether at a time when the grantor would still be such significant owner or after the grantor has ceased to be one; and | | (c) | the equity interests conveyed comprise or include equity interests in any of those entities and are equity interests specified in subsection (8), |
| then the conveyance is chargeable with ad valorem duty (called duty D in this section, sections 23B, 23BA and 23C, Article 3A of the First Schedule and Article 2A of the Third Schedule) that is payable by the grantor. |
[Act 22 of 2022 wef 10/05/2022] [13/2017] |
(7) Subsection (6) does not apply to any conveyance that is executed in the period between —| (a) | the time the grantor (including the grantor’s associates) ceases to own any equity interests in any of the entities that comprise the single entity mentioned in that subsection; and | | (b) | the time the grantor beneficially owns equity interests in 2 or more of those entities again in circumstances where, had those entities been a single entity, the grantor would have been a significant owner of that single entity. [13/2017] |
|
(8) The equity interests specified for subsections (3)(d) and (6)(c) are those that the grantor acquired —| (a) | on or after the effective date; and | | (b) | within the prescribed holding period before the execution of the conveyance, |
| and, for this purpose, where the grantor acquired the equity interests at different times, then the equity interests first acquired by the grantor are treated as being disposed of first by the grantor. |
[13/2017] |
| (9) To avoid doubt, both duty A and duty B, or both duty C and duty D (as the case may be), may be charged on the same instrument, and are in addition to any duty chargeable on the conveyance of shares in Article 3(c) of the First Schedule. [13/2017] |
| (10) The amounts of duty A, duty B, duty C and duty D are indicated in Article 3A of the First Schedule. [13/2017] |
(11) For the purposes of this section and Article 3A of the First Schedule, a significant owner of an entity is a person who beneficially owns a percentage of the equity interests in the entity —| (a) | that is equal to or more than the percentage prescribed in the section 23 Order as the equity‑owning percentage; or | | (b) | that carries voting power in the entity that is equal to or more than the percentage prescribed in the section 23 Order as the voting power percentage. [13/2017] |
|
(12) For the purposes of this section and Article 3A of the First Schedule —| (a) | in determining whether a person is a significant owner of an entity, equity interests beneficially owned by each of the person’s associates in the entity are treated as beneficially owned by the person; and | | (b) | in determining whether a grantee becomes a significant owner of an entity upon the execution of a conveyance, equity interests beneficially owned by each of the grantee’s associates in the entity (including those conveyed, transferred, assigned or agreed to be sold to any of the grantee’s associates at or about the same time as the time of execution of the conveyance) are treated as beneficially owned by the grantee. [13/2017] |
|
(13) In this section, sections 23A and 23C and Article 3A of the First Schedule, an entity is a PHE if —| (a) | the percentage of the market value of the total tangible assets of the entity as at the end of the most recent completed accounting period of the entity that comprise prescribed immovable property, is equal to or more than the percentage prescribed in the section 23 Order as the Type 1 PHE percentage; or | | (b) | where the entity has a significant stake in one or more entities each of which is a Type 1 PHE, the percentage calculated by the formula  is equal to or more than the percentage that is prescribed in the section 23 Order as the Type 2 PHE percentage, |
| and the entity is not an entity prescribed as a non‑PHE under the section 23 Order. |
[13/2017] |
(14) For the purposes of subsection (13)(b), the amount E is determined by adding both of the following:| (a) | the sum of the market values of all prescribed immovable properties that form part of the entity’s total tangible assets as at the end of its most recent completed accounting period; | | (b) | the sum of all amounts calculated for each Type 1 PHE in which the entity has a significant stake, using the formula G × H, where —| (i) | G is the percentage of equity interests in the Type 1 PHE beneficially owned by the entity; and | | (ii) | H is the sum of the market values of all prescribed immovable properties that form part of the total tangible assets of the Type 1 PHE as at the end of the most recent completed accounting period of the Type 1 PHE. [13/2017] |
|
|
(15) For the purposes of subsection (13)(b), the amount F is determined by adding both of the following:| (a) | the market value of the total tangible assets of the entity as at the end of its most recent completed accounting period; | | (b) | the sum of all amounts calculated for each entity (called in this subsection the 2nd entity) in which the entity has a significant stake, using the formula G1 × I, where —| (i) | G1 is the percentage of equity interests in the 2nd entity beneficially owned by the entity; and | | (ii) | I is the market value of the total tangible assets of the 2nd entity as at the end of the most recent completed accounting period of the 2nd entity. [13/2017] |
|
|
| (16) For the purposes of subsections (13), (14) and (15), an entity has a significant stake in another entity if the percentage of equity interests in the other entity which it beneficially owns is not less than the percentage prescribed in the section 23 Order as the significant stake percentage. [13/2017] |
(17) For the purposes of subsections (14)(b), (15)(b) and (16), in a case where an entity (X) (being a partnership or limited partnership) beneficially owns equity interests in another entity (Y), a partner of X that is itself an entity is taken to beneficially own a percentage of equity interests in Y that is calculated according to the formula L × M, where —| (a) | L is the percentage of the partner’s share in the partnership; and | | (b) | M is the percentage which the value of equity interests in Y owned by X bears to the total value of all equity interests in Y. [13/2017] |
|
(18) For the purposes of subsections (14)(b), (15)(b), (16) and (17), if —| (a) | an entity (called in this subsection the subject entity) beneficially owns (including by reason of one or more applications of this subsection) equity interests in another entity (called in this subsection the 1st level entity); and | | (b) | the 1st level entity beneficially owns equity interests in another entity (called in this subsection the 2nd level entity), |
| then the subject entity is taken to beneficially own a percentage of equity interests in the 2nd level entity that is calculated according to the formula N × O, where — |
| (c) | N is the percentage which the value of equity interests beneficially owned by the subject entity in the 1st level entity bears to the total value of all equity interests in the 1st level entity; and | | (d) | O is the percentage which the value of equity interests beneficially owned by the 1st level entity in the 2nd level entity bears to the total value of all equity interests in the 2nd level entity. [13/2017] |
|
| (19) To avoid doubt, in determining, for the purposes of subsections (14)(b), (15)(b), (16), (17) and (18), the percentage of the equity interests in an entity that are beneficially owned by another entity, all of the equity interests that the other entity owns, whether directly, or indirectly under subsection (18) through one or more chains of ownership, are to be added together. [13/2017] |
(20) In this section, section 23A and Article 3A of the First Schedule, a person (X) is an associate of another person (Y) if —| (a) | X is the spouse, a parent, a grandparent, a child, a grandchild or a child of a parent of Y; | | (b) | X and Y are partners in a partnership, limited partnership or limited liability partnership; | | (c) | X is a person with whom Y has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of equity interests in, or with respect to the exercise of their votes in relation to, the entity in question; or | | (d) | X is associated with Y in such manner as may be prescribed in the section 23 Order. [13/2017] |
|
| (20A) However, subsection (20) does not apply in a case mentioned in subsection (22)(aa)(i) or (ii); and in such a case, a person (X) is an associate of the trustee of the trust concerned if X is associated with the trustee in such manner as may be prescribed in the section 23 Order. [Act 22 of 2022 wef 10/05/2022] |
(21) In this section, sections 23A to 23D and Article 3A of the First Schedule —| “child”, in relation to a person, means a legitimate child or stepchild of the person or a child adopted by the person in accordance with any written law relating to adoption; |
| “effective date” means the most recent date on which this section and sections 23A, 23B and 23C come into operation; |
“entity” means —| (a) | a company; | | (b) | a partnership, limited partnership or limited liability partnership; or | | (c) | a property trust; |
|
“equity interest”, in relation to an entity, means —| (a) | where the entity is a company, an issued share in the company that is not a treasury share; | | (b) | where the entity is a partnership, limited partnership or limited liability partnership, a share in the partnership; or | | (c) | where the entity is a property trust, a unit in the trust; |
|
| “limited partnership” means a limited partnership registered under the Limited Partnerships Act 2008; |
| “prescribed immovable property” means the type of immovable property prescribed as prescribed immovable property by the section 23 Order; |
“property trust” means a trust that holds or invests in —| (a) | prescribed immovable properties; or | | (b) | equity interests in an entity that holds or invests in prescribed immovable properties; |
|
| “section 23 Order” means the order made under section 23D bringing this section and sections 23A, 23B and 23C into operation; |
“share”, in relation to a partnership, limited partnership or limited liability partnership, means —| (a) | the proportion of the partnership property that a partner is entitled to on the dissolution or winding up of the partnership, as specified in the partnership agreement; or | | (b) | if none is specified, the proportion of the profits of the partnership that a partner is entitled to; |
|
| “Type 1 PHE” means an entity that is a PHE by reason of subsection (13)(a); |
| “Type 2 PHE” means an entity that is a PHE by reason of subsection (13)(b); |
“underlying property”, in relation to a PHE, means —| (a) | if the PHE is a Type 1 PHE, the prescribed immovable property that forms part of its total tangible assets; | | (b) | if the PHE is a Type 2 PHE, all of the following:| (i) | the prescribed immovable property that forms part of the total tangible assets of each Type 1 PHE in which the Type 2 PHE holds a significant stake as defined in subsection (16); and | | (ii) | the prescribed immovable property that forms part of the total tangible assets of the Type 2 PHE; or |
| | (c) | if the PHE is both a Type 1 PHE and a Type 2 PHE, the properties in sub‑paragraphs (i) and (ii) of paragraph (b); |
|
“unit”, in relation to a property trust, means —| (a) | a share in the beneficial ownership in the property subject to the trust; or | | (b) | a share in the profits, income or other payments or returns from the management of the property or operation of the business premised on the property. [13/2017] |
|
|
(22) In this section, sections 23A and 23C and Article 3A of the First Schedule —| (a) | a reference to equity interests that are beneficially owned by a person includes equity interests agreed to be sold to the person under a contract or agreement for the sale of equity interests; [Act 22 of 2022 wef 10/05/2022] | | (aa) | in the case of a conveyance executed on or after 10 May 2022 where the equity interests being conveyed —| (i) | are (in the case of duty A or duty C) to be held on trust by the grantee for a beneficiary who is not a bare trust beneficiary; or | | (ii) | were (in the case of duty B or duty D) conveyed to the grantor on or after 10 May 2022 to be held on trust by the grantor for a beneficiary who is not a bare trust beneficiary, |
| then a reference to equity interests beneficially owned by a person is a reference to, as the case may be — |
| (iii) | equity interests held or to be held on trust (as the case may be) by the grantee as trust property of the trust for that beneficiary; or | | (iv) | equity interests held by the grantor as trust property of the trust for that beneficiary; and [Act 22 of 2022 wef 10/05/2022] |
| | (b) | a reference to an entity beneficially owning equity interests in another entity, in a case where the firstmentioned entity is a property trust, is a reference to the trustee of the trust holding the equity interests as trust property of the trust. [13/2017] |
|
(23) In determining if the entities mentioned in subsection (5) or (6) would have been a Type 2 PHE if they were a single entity, subsections (13)(b), (14) and (15) are to be read subject to the following modifications:| (a) | a reference to the entity is a reference to those entities taken as a whole; | | (b) | a reference to an accounting period of the entity is a reference to the accounting period of each of those entities; | | (c) | a reference to the entity having a significant stake in another entity is a reference to each of those entities having beneficial ownership (including indirectly by applying subsection (18)) of equity interests in another entity which, when added together, constitutes a percentage of equity interests in the other entity that is not less than the significant stake percentage mentioned in subsection (16); | | (d) | such other modifications as may be prescribed by the section 23 Order. [13/2017] |
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|
23A.—(1) If —| (a) | the grantee of a conveyance of equity interests in an entity asks the grantor whether the entity is a PHE or for any information concerning the PHE’s underlying property; | | (b) | the grantor falsely informs the grantee that the entity is not a PHE, or provides false or misleading information concerning the PHE’s underlying property; and | | (c) | the information results in a failure to pay or an underpayment of ad valorem duty chargeable under section 23 on the conveyance, |
| then the grantor shall be guilty of an offence and shall be liable on conviction to a fine not exceeding 4 times the amount of duty not paid or underpaid. |
[13/2017] | (2) It is a defence to a charge under subsection (1) for the grantor to prove on a balance of probabilities that the grantor had used reasonable efforts in finding the required information, and in verifying the truth of the information before providing it to the grantee. [13/2017] |
(3) If —| (a) | before a conveyance of equity interests in an entity, the grantor or grantee asks an associate of the grantor or grantee (as the case may be) for information on the equity interests in the entity which the associate beneficially owns; | | (b) | the associate provides false or misleading information to the grantor or grantee; and | | (c) | the information results in a failure to pay or an underpayment of ad valorem duty chargeable under section 23 on the conveyance, |
| then the associate shall be guilty of an offence and shall be liable on conviction to a fine not exceeding 4 times the amount of duty not paid or underpaid. |
[13/2017] |
|
| Section 23, etc., applies also to transfers, assignments and contracts |
23B.—(1) Sections 23 and 23A apply to a transfer or assignment of equity interests in an entity as they apply to a conveyance of those equity interests, and for this purpose —| (a) | a reference in those sections, Article 3A of the First Schedule and Article 2A of the Third Schedule to the grantee of a conveyance is a reference to the transferee or assignee; | | (b) | a reference in those sections, Article 3A of the First Schedule and Article 2A of the Third Schedule to a grantor of a conveyance is a reference to the transferor or assignor; and | | (c) | a reference in section 23 and Article 3A of the First Schedule to the date of execution of a conveyance is a reference to the date of execution of the transfer or assignment. [13/2017] |
(2) Sections 23 and 23A apply to a contract or agreement for the sale of equity interests in an entity as they apply to a conveyance of those equity interests, and for this purpose —| (a) | a reference in those sections, Article 3A of the First Schedule and Article 2A of the Third Schedule to a grantee of a conveyance is a reference to the purchaser; | | (b) | a reference in those sections, Article 3A of the First Schedule and Article 2A of the Third Schedule to a grantor of a conveyance is a reference to the vendor; and | | (c) | a reference in section 23 and Article 3A of the First Schedule to the date of execution of a conveyance is a reference to the date of execution of the contract or agreement. [13/2017] |
|
| (3) Where duty A, duty B, duty C or duty D has been paid upon any contract or agreement by reason of subsection (2), the conveyance, transfer or assignment is exempt from that duty. [13/2017] |
|
| Modification of section 23, etc., where grantee, etc., holds on trust for bare trust beneficiary |
23BA. In sections 23, 23A and 23B, Article 3A of the First Schedule and Article 2A of the Third Schedule, in the case of an instrument executed on or after 10 May 2022 where the equity interests being conveyed, transferred, assigned or sold —| (a) | are (in the case of duty A or duty C) to be held on trust by the grantee, transferee, assignee or purchaser for a bare trust beneficiary; or | | (b) | were (in the case of duty B or duty D) conveyed to the grantor, transferor, assignor or seller on or after 10 May 2022 to be held on trust by him, her or it for a bare trust beneficiary, |
| then a reference to the grantee, transferee, assignee, purchaser, grantor, transferor, assignor or seller (as the case may be) is to the bare trust beneficiary. |
[Act 22 of 2022 wef 10/05/2022] |
| Instruments effecting certain arrangements regarded as conveyances chargeable with section 23 duties, etc. |
23C.—(1) Where —| (a) | an arrangement mentioned in subsection (3) has the effect of a person (X) beneficially owning equity interests, more equity interests or a higher percentage of equity interests in an entity (called in this section acquired equity interests), or a person (Y) beneficially owning no equity interest, less equity interests or a lower percentage of equity interests in an entity (called in this section disposed equity interests), or both; and | | (b) | had the acquired equity interests been conveyed to X, or the disposed equity interests been conveyed by Y, or both (as the case may be), the conveyance would have been chargeable with duty A, duty B, duty C, duty D or ad valorem duty under Article 3(c) of the First Schedule, or one or more of these, |
| then the arrangement is treated as a conveyance of equity interests to X or a conveyance of equity interests by Y, or from X to Y (as the case may be). |
[13/2017] (2) In the case mentioned in subsection (1), duty A, duty B, duty C, duty D or ad valorem duty under Article 3(c) of the First Schedule, or 2 or more of these (whichever is applicable), are chargeable on the following instrument as if it were such a conveyance:| (a) | any instrument that, in the Commissioner’s opinion, effects (whether directly or indirectly and whether wholly or partially) or is evidence of the arrangement; or | | (b) | in the absence of any such instrument, a notice prescribed in the section 23 Order for the purposes of this paragraph. [13/2017] |
|
(3) The arrangements in subsection (1) are —| (a) | an acquisition by an entity of its equity interests; | | (b) | an issue by an entity of equity interests; | | (c) | a cancellation or redemption of equity interests in an entity; | | (d) | the conversion of —| (i) | equity interests into instruments that are not equity interests; | | (ii) | instruments that are not equity interests into equity interests; or | | (iii) | equity interests from one class to another class; |
| | (e) | the conversion of an entity to another type of entity; | | (f) | a change of partners of a partnership, limited partnership or limited liability partnership; | | (g) | an amalgamation of entities; and | | (h) | any other arrangement that, in the Commissioner’s opinion, has as its purpose or one of its purposes the effect mentioned in subsection (1)(a). [13/2017] |
|
| (4) Despite subsection (2), ad valorem duty under Article 3(c) of the First Schedule is not chargeable on an instrument under that subsection in relation to any arrangement to which section 31, 32A, 32C or 33 applies, if the instrument in relation to that arrangement is chargeable with the same duty by reason of that section. [13/2017] |
| (5) If the Commissioner is of the opinion that the effect mentioned in subsection (1)(a) could not reasonably have been prevented by any person who is liable (if not for this subsection) to pay any duty chargeable under subsection (2), then that duty is not chargeable on the instrument, or the amount of that duty is reduced by the amount of the duty that the person is liable to pay. [13/2017] |
(6) Where —| (a) | an arrangement in subsection (7) results in an entity ceasing to be a PHE; | | (b) | had the entity been a PHE at the time of the execution of a conveyance, transfer or assignment of equity interests in it, or of a contract or agreement for the sale of equity interests in it, that instrument would have been chargeable with duty A or duty B, or both (as the case may be); and | | (c) | the arrangement takes place at any time within such period as may be prescribed by the section 23 Order before the time of execution of that instrument, |
| then duty A or duty B, or both (as the case may be) are chargeable on that instrument as if it were a conveyance of equity interests in a PHE. |
[13/2017] |
(7) The arrangements in subsection (6) are —| (a) | a change in the composition of the tangible assets of an entity; and | | (b) | any other arrangement that, in the Commissioner’s opinion, has as its purpose or one of its purposes the effect mentioned in subsection (6)(a). [13/2017] |
|
| (8) If the Commissioner is of the opinion that the arrangement under subsection (6) was not (whether solely or partly) carried out for the purpose of avoiding the liability to pay that duty, then the instrument is not chargeable with that duty. [13/2017] |
| (9) Sections 23, 23A and 23B also apply (with such modifications as may be prescribed in the section 23 Order) to any other instrument that, in the Commissioner’s opinion, effects (whether directly or indirectly and whether wholly or partially) or is evidence of any arrangement that the section 23 Order prescribes as an equivalent arrangement, as they apply to an instrument chargeable with duty under section 23. [13/2017] |
(10) The section 23 Order may prescribe, as an equivalent arrangement for the purposes of subsection (9), any arrangement the purpose or effect of which is to (directly or indirectly) —| (a) | alter the incidence of any duty which is payable or which would otherwise have been payable by any person under section 23; | | (b) | relieve any person from any liability to pay such duty; or | | (c) | reduce or avoid any liability imposed or which would otherwise have been imposed on any person by section 23. [13/2017] |
|
| (11) In this section, “arrangement” means any scheme, trust, grant, covenant, agreement, disposition or transaction, whether or not it is or is part of a business or family dealing or is carried out for a bona fide commercial reason, and includes all steps by which it is carried into effect. [13/2017] |
(12) The section 23 Order may —| (a) | require a specified person to give notice in a specified form to the Commissioner of an arrangement to which subsection (1) applies; | | (b) | treat the notice as an instrument for the purposes of subsection (2)(b); | | (c) | provide that any contravention of a requirement under paragraph (a) shall be an offence punishable with a fine of up to 4 times the amount of ad valorem duty that is chargeable on the instrument; and | | (d) | exempt specified arrangements from this section. [13/2017] |
|
|
| Power to bring sections 23 to 23C into operation |
| 23D.—(1) Sections 23 to 23C only come into operation at the time and in the manner mentioned in subsection (2). [13/2017] | (2) The Minister may, from time to time, by order in the Gazette, declare that sections 23 to 23C come into operation on a date specified in the order, and those sections come into operation on that date and remain in force until the section 23 Order is revoked by the Minister. [13/2017] |
(3) The section 23 Order must prescribe —| (a) | the holding period for the purpose of section 23(8)(b); | | (b) | the equity‑owning percentage, the voting power percentage, the Type 1 PHE percentage, the Type 2 PHE percentage, and the significant stake percentage for the purposes of section 23(11), (13) and (16); | | (c) | the type of prescribed immovable property for the purposes of the definition of that term in section 23(21); | | (d) | the period in section 23C(6)(c); and | | (e) | any other matter required or permitted to be prescribed by section 23 or 23C, or that are necessary or expedient for the purposes of giving effect to section 23, 23A, 23B or 23C. [13/2017] |
|
(4) The section 23 Order may specify the prescribed immovable property mentioned in subsection (3)(c) by —| (a) | the manner it is zoned under the Master Plan; or | | (b) | the purpose for which it is —| (i) | permitted to be used by a written permission granted under section 14(4) of the Planning Act 1998 (not being one that is granted for a period of 10 years or less); | | (ii) | permitted to be used by a notification under section 21(6) of the Planning Act 1998; or | | (iii) | used, in a case where the property was put to such use on 1 February 1960 and has not been put to any other use since that date, and where such use is not the subject of a written permission mentioned in sub‑paragraph (i) or a notification mentioned in sub‑paragraph (ii). [13/2017] |
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(5) The section 23 Order may —| (a) | specify 2 or more types of prescribed immovable property under subsection (3)(c); and | | (b) | specify different holding periods for different descriptions of property‑holding entities. [13/2017] |
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| (6) The Minister may, in respect of the first section 23 Order made on or after 11 March 2017, specify in the Order a date of commencement for sections 23 to 23C that is before the date of publication of the Order in the Gazette but no earlier than 11 March 2017. [13/2017] |
| (7) All orders made under this section are to be presented to Parliament as soon as possible after publication in the Gazette. [13/2017] |
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| What is deemed a conveyance, not being a sale or mortgage |
24.—(1) Every instrument and every decree or order of any court, by which any property on any occasion, except a sale or mortgage, is transferred to or vested in any person, is chargeable as a conveyance or transfer of property.| (2) To avoid doubt, every instrument filed in the land registry by a personal representative declaring himself or herself to be absolute owner of any land is chargeable as a conveyance or transfer of property. [28/2010] |
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| Leases, how to be charged in respect of produce, etc. |
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 is 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. |
| (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. |
| (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. |
| (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. |
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| Directions as to duty upon leases, etc. |
26.—(1) A lease or an agreement for a lease or with respect to any letting is not chargeable 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 of which it is chargeable with ad valorem duty, and in further consideration either of a covenant by the lessee to make, or of the lessee having previously made, any substantial improvement of or addition to the property demised to the lessee, or of any covenant relating to the matter of the lease, is not chargeable 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 by which the rent reserved by any other instrument chargeable with duty and duly stamped as a lease is increased is not chargeable with duty otherwise than as a lease in consideration of the additional rent thereby made payable. |
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| Directions as to duty upon mortgages, etc. |
27.—(1) A security for the transfer or retransfer of any stock is chargeable with the same duty as a similar security for a sum of money equal in amount to the value of the stock.| (2) 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 is chargeable 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. |
| (3) 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, is chargeable with the same duty as a similar security for the payment of the sum of money so lent, advanced or paid. |
| (4) 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, is not chargeable 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. |
| (5) An instrument chargeable with ad valorem duty as a mortgage is not chargeable 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. |
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| 28. [Repealed by Act 33 of 1999] |
| Security for future advances, how to be charged |
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, is chargeable, 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 on the security or denoted by the stamp certificate attached to the security (as the case may be) extends to cover; but where any advance or loan is made in excess of the amount covered by that duty, the security is for the purpose of stamp duty deemed to be a new and separate instrument bearing the date on the day on which the advance or loan is made. [1/2013] |
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| Certain mortgages of stock to be exempt from duty |
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, is exempt from duty.| (2) Every instrument under hand only making redeemable or qualifying a transfer, intended as a security, of any registered stock or marketable security, is exempt from duty, and the transfer, if executed on or after 19 February 2011, is also exempt from duty. [23/2011] |
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| Conversion of firm and private company to limited liability partnership |
31.—(1) Every notice of registration issued by the Registrar upon the conversion of a firm to a limited liability partnership under section 26 of the Limited Liability Partnerships Act 2005 is 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.| (2) Every notice of registration issued by the Registrar upon the conversion of a private company to a limited liability partnership under section 27 of the Limited Liability Partnerships Act 2005 is 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. |
(3) In this section —“chargeable property” means —| (a) | immovable property situated in Singapore, or any beneficial interest in the immovable property; and | | (b) | stocks and shares registered in a register kept in Singapore, or any beneficial interest in the stocks and shares, other than stocks and shares deposited with and registered in the name of the Central Depository System established under section 81SH of the Securities and Futures Act 2001 or its nominee; |
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| “firm” has the meaning given by section 2(1) of the Business Names Registration Act 2014; |
| “private company” has the meaning given by section 4(1) of the Companies Act 1967; |
| “Registrar” has the meaning given by the Limited Liability Partnerships Act 2005. [29/2014; 35/2014] |
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| Significant change of partners of limited liability partnership |
32.—(1) This section applies 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, |
| (called in this section and sections 32A and 32B a change of partners) amounts to a significant change of partners of the limited liability partnership (called in this section and sections 32A and 32B a significant change of partners). |
(2) A change of partners amounts to a significant change of partners in either of 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; |
| | (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 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. |
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(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. |
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(4) For the purpose of subsection (2)(b), the relevant increase in asset share of a partner of a limited liability partnership is —| (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. |
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(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 mentioned 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 mentioned 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; |
| | (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 mentioned 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. |
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| Transfer of interest in limited liability partnership |
32A.—(1) This section applies to any limited liability partnership holding any chargeable property.(2) Where a change of partners amounts to a significant change of partners, every one of the following partners (called in this section a designated partner) must 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; | | (b) | every partner of the limited liability partnership whose asset share upon the change of partners in question has increased when compared with the partner’s 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; |
| | (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. |
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| (3) Any person who fails or neglects without reasonable excuse to comply with subsection (2) shall be guilty of an offence. |
| (4) Any instrument effecting or evidencing a significant change of partners of a limited liability partnership is 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). |
| (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) is treated for the purposes of this Act as such an instrument. |
(6) Subject to subsection (7), for the purpose of subsection (4), the value of the interest, in relation to any designated partner, is an amount ascertained in accordance with the formula —| (a) | in the case of a person who is a designated partner mentioned in subsection (2)(a), A × B, where —| (i) | A is the asset share of the person upon the person becoming a designated partner; and | | (ii) | 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 mentioned in subsection (2)(b), (C ‑ D) × E, where —| (i) | C is the asset share of the designated partner upon the significant change of partners in question; | | (ii) | 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 |
| | (iii) | E is the value of the chargeable property held by the limited liability partnership upon the significant change of partners in question. |
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| (7) Despite subsection (6), where there is any instrument mentioned 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) is the amount stated in the instrument or the amount ascertained under subsection (6), whichever is the higher. |
(8) In this section —| “asset share” has the meaning given by section 32(5); |
| “chargeable property” has the meaning given by section 31(3). |
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| Conveyance between limited liability partnership and partner |
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, |
| is reduced by the proportion determined in accordance with subsection (2). |
(2) The proportion by which the ad valorem stamp duty is reduced under subsection (1) is 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; |
| | (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 the person becoming a partner thereof. |
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| (3) Despite 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 mentioned in that subsection is $10. |
| (4) In this section, “asset share” has the meaning given by section 32(5). |
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| Amalgamation of companies under sections 215A to 215H of Companies Act 1967 |
32C.—(1) This section applies to an amalgamation of companies in accordance with sections 215A to 215H of the Companies Act 1967, where applicable.(2) Every notice of amalgamation issued by the Registrar of Companies under section 215F of the Companies Act 1967 upon an amalgamation mentioned in subsection (1) is treated for the purposes of this Act as a conveyance on sale —| (a) | by each amalgamating company (called in this section the transferor) in respect of the chargeable property held by that transferor which is transferred to and vested in the amalgamated company (called in this section the transferee) upon the amalgamation; and | | (b) | for a consideration equal to the higher of the following:| (i) | the value of the chargeable property so vested; | | (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. |
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(3) In this section, “chargeable property” means —| (a) | immovable property situated in Singapore, or any beneficial interest in the immovable property; and | | (b) | stocks and shares registered in a register kept in Singapore, or any beneficial interest in the stocks and shares, other than stocks and shares deposited with and registered in the name of the Central Depository System established under section 81SH of the Securities and Futures Act 2001 or its nominee. [35/2014] |
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| Directions as to disposal of shares in certain circumstances |
33.—(1) Subject to subsection (2), 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 is treated as a transfer of shares from the transferor directly to the transferee and ad valorem duty is chargeable on any instrument that, in the Commissioner’s opinion, effects, whether directly or indirectly and whether wholly or partially, any arrangement for the disposal of the shares. |
[35/2014] | (2) Subsection (1) does not apply to a disposal of shares made for the purpose of effecting an amalgamation of companies under section 215D of the Companies Act 1967. [35/2014] |
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| Commissioner to disregard certain transactions and dispositions |
33A.—(1) Subsection (2) applies 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 that is payable or that 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 that would otherwise have been imposed on any person by this Act. [41/2020] |
| (2) Without affecting any validity the arrangement may have in any other respect or for any other purpose, the Commissioner must disregard or vary the arrangement and make any adjustment that the Commissioner 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. [41/2020] |
| (3) In this section, “arrangement” means any scheme, trust, grant, covenant, agreement, disposition, transaction and includes all steps by which it is carried into effect. [41/2020] |
| (4) This section applies to any arrangement made or entered into before, on or after 7 December 2020, but not one made or entered into before 1 September 1999. [41/2020] |
| (5) This section does not apply to any arrangement carried out for bona fide commercial reasons and had not as one of its main purposes the avoidance or reduction of duty. [41/2020] |
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| Surcharge on adjustments under section 33A |
| 33B.—(1) This section applies to any instrument, or any thing treated as an instrument, that is executed or treated as executed on or after 7 December 2020. [41/2020] (2) Where the Commissioner makes any adjustment under section 33A, a surcharge equal to 50% of the amount of —| (a) | the additional duty payable by a person; or | | (b) | (where a liability to duty is imposed) the duty payable by a person, |
| as a result of the adjustment is imposed on the person, and is recoverable by the Commissioner from the person as a debt due to the Government. |
[41/2020] |
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| Payment, collection and recovery of duty and surcharge imposed under sections 33A and 33B and remission of surcharge, etc. |
33C.—(1) Despite any objection under section 39A to an adjustment under section 33A or an appeal against it under section 40 —| (a) | the duty or additional duty resulting from the adjustment; and | | (b) | the surcharge, |
| (collectively called the amounts due) must be paid — |
| (c) | within one month after the date of the notice of the amounts due from the Commissioner to the person liable for the amounts due; and | | (d) | in the manner stated in the notice. [41/2020] |
| (2) The Commissioner may, in the Commissioner’s discretion and subject to any term and condition (including the imposition of interest) as the Commissioner may impose, extend the time specified in subsection (1) within which payment is to be made. [41/2020] |
(3) If any part of the amounts due and any interest imposed under subsection (2) is not paid within the period specified in subsection (1) or extended under subsection (2), the person is liable to pay the following penalties:| (a) | where the outstanding amount is paid to the Commissioner within 3 months after the date of expiry of such period — a penalty of $10 or the outstanding amount, whichever is the greater; | | (b) | where the outstanding amount is not paid to the Commissioner within 3 months after the date of expiry of such period — a penalty of $25 or 4 times the outstanding amount, whichever is the greater. [41/2020] |
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| (4) Sections 50 and 70AA apply to the collection and recovery by the Commissioner of the amounts due, interest imposed under subsection (2) and any penalty imposed under subsection (3) as they apply to the collection and recovery of duty and penalty required to be paid under this Act. [41/2020] |
| (5) The Commissioner may, for good cause, remit wholly or in part the surcharge imposed under section 33B(2) or penalty imposed under subsection (3). [41/2020] |
(6) If, upon an objection under section 39A or an appeal under section 40, an adjustment made under section 33A is increased, reduced or annulled, then the surcharge is correspondingly increased, reduced or annulled (as the case may be), and —| (a) | if the amounts due are increased, subsections (1) to (5) apply to the increased amounts as they apply to the amounts due; or | | (b) | if the amounts due are reduced or annulled and they or any part of them have already been paid to the Commissioner, the amount of the reduction or the entire amount (including any interest paid on the amount) must be refunded. [41/2020] |
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