| 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] |
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(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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