10. The Residential Property Act (Cap. 274, 1985 Ed.) is amended —| (a) | by inserting, immediately after paragraph (a) of the definition of “approved purchaser” in section 2(1), the following paragraph:| “(aa) | a Singapore limited liability partnership;”; |
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| | (b) | by inserting, immediately after the word “company,” in paragraph (d) of the definition of “approved purchaser” in section 2(1), the words “limited liability partnership,”; | | (c) | by inserting, immediately after the definition of “Controller of Housing” in section 2(1), the following definition:| “ “converted entity”, in relation to sections 9 and 26, means a converted foreign company, converted foreign limited liability partnership or converted society;”; |
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| | (d) | by inserting, immediately after the definition of “converted foreign company” in section 2(1), the following definition:“ “converted foreign limited liability partnership” means any Singapore limited liability partnership which, being the owner of an estate or interest in any residential property, whether purchased or acquired before, on or after 11th April 2005, ceases to be a Singapore limited liability partnership and becomes a foreign limited liability partnership by reason of its placing, allowing or having in its list of partners —| (a) | any individual who is not a citizen; | | (b) | any limited liability partnership which is not a Singapore limited liability partnership; or | | (c) | any company which is not a Singapore company;”; |
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| | (e) | by inserting, immediately after the definition of “foreign company” in section 2(1), the following definition:| “ “foreign limited liability partnership” means any limited liability partnership other than a Singapore limited liability partnership;”; |
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| | (f) | by deleting the word “or” at the end of paragraph (c) of the definition of “foreign person” in section 2(1), and by inserting immediately thereafter the following paragraph:| “(ca) | any foreign limited liability partnership or any converted foreign limited liability partnership; or”; |
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| | (g) | by inserting, immediately after the definition of “land” in section 2(1), the following definitions:| “ “limited liability partnership” means any limited liability partnership, whether registered in Singapore under the Limited Liability Partnerships Act 2005 (Act 5 of 2005) or otherwise; |
| “manager”, in relation to a limited liability partnership, means any person (whether or not a partner of the limited liability partnership) who is concerned in or takes part in the management of the limited liability partnership;”; |
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| | (h) | by inserting, immediately after the definition of “owner” in section 2(1), the following definition:| “ “partner”, in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the agreement expressed or implied between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to the limited liability partnership;”; |
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| | (i) | by inserting, immediately after the definition of “Singapore company” in section 2(1), the following definitions:| “ “Singapore entity”, in relation to sections 9 and 26, means a Singapore company, Singapore limited liability partnership or Singapore society; |
“Singapore limited liability partnership” means a limited liability partnership registered in Singapore under the Limited Liability Partnerships Act 2005 (Act 5 of 2005) where —| (a) | all the partners of the limited liability partnership are citizens; | | (b) | in the case of a partner of the limited liability partnership being another limited liability partnership, such other limited liability partnership is registered in Singapore under the Limited Liability Partnerships Act 2005 and all the partners of such other limited liability partnership are citizens; | | (c) | in the case of a partner of the limited liability partnership being a company, all the members and directors of such company are citizens;”; |
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| | (j) | by inserting, immediately after subsection (1) of section 9, the following subsection:| “(1A) No Singapore limited liability partnership which is the owner of any estate or interest in any residential property, whether purchased or acquired before, on or after 11th April 2005 shall become a converted foreign limited liability partnership without first seeking and obtaining the written approval of the Minister, in the manner provided in section 26, for such conversion and for the retention of all its estate or interest in all or in one or more of its residential properties which such Singapore limited liability partnership intends should remain vested in the converted foreign limited liability partnership upon such conversion.”; |
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| | (k) | by deleting subsections (3), (4) and (5) of section 9 and substituting the following subsections:“(3) If the written approval sought under subsection (1), (1A) or (2) is granted in respect of such conversion and for the retention of all or one or more of the residential properties in respect of which the Singapore entity sought approval, it shall, either before it becomes a converted entity or within a period of 2 years of the date of its becoming a converted entity, transfer to any citizen or approved purchaser all its estate or interest —| (a) | in such of its residential properties in respect of which it has not been granted approval for retention under section 26; and | | (b) | in all its other residential properties, if any, in respect of which it did not seek approval for such retention. |
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| (4) If the written approval sought under subsection (1), (1A) or (2) is granted neither in respect of such conversion nor for the retention of all of the residential properties in respect of which the Singapore entity sought approval, the Singapore entity shall not become a converted entity; but if it becomes a converted entity in contravention of this subsection and of subsection (1), (1A) or (2), the converted entity shall, within a period of one year of the date of its becoming a converted entity, transfer to any citizen or approved purchaser all its estate or interest in every residential property owned by it. |
(5) If any Singapore entity becomes a converted entity, without first seeking and obtaining the written approval required under subsection (1), (1A) or (2), the converted entity shall, within a period of one year of the date of its becoming a converted entity —| (a) | transfer all its estate or interest in all its residential properties to any citizen or approved purchaser, other than such part of its estate or interest in respect of which it has been granted approval for retention as provided in paragraph (b); and | | (b) | seek and obtain the approval of the Minister under section 25 for the retention of such part of its estate or interest in its residential properties as are not transferred as provided in paragraph (a).”; |
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| | (l) | by deleting subsections (10) and (11) of section 9 and substituting the following subsections:| “(10) Subsections (6) to (9) shall apply, with the necessary modifications, to the procedure for the disposal of any estate or interest in residential property owned by a converted foreign limited liability partnership or a converted society as those subsections apply to the procedure for the disposal of any estate or interest in residential property owned by a converted foreign company; and sections 5(8) to (10), 6 (1) and 6 (6) to (12) shall apply, with the necessary modifications, to the procedure for the sale by the Controller of any estate or interest in residential property owned by a converted entity as those provisions apply to the procedure for the sale by the Controller of any estate or interest in residential property owned by a foreign company. |
| (11) A mortgagee or chargee who, on or after 1st October 1976, grants a loan or advance on a current account for a fixed term exceeding 6 months, secured by a mortgage or charge of any estate or interest in any residential property owned by a Singapore entity may, notwithstanding any prior agreement made between the mortgagee or chargee and his respective mortgagor or chargor for the repayment of that loan or advance, call for the earlier repayment of such loan or advance or any part thereof, by giving 3 months’ prior notice in writing to his mortgagor or chargor, if such mortgagor or chargor, having represented itself as a Singapore entity, to the mortgagee or chargee at the date of the creation of such mortgage or charge, thereafter, without the written consent of the mortgagee or chargee, becomes a converted entity.”; |
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| | (m) | by deleting the marginal note to section 9 and inserting the following section heading:| “Position of Singapore entities with residential properties wishing to become or becoming converted entities”; |
| | (n) | by inserting, immediately after section 10, the following section:| “Vesting of residential properties in Singapore limited liability partnerships |
10A.—(1) Notwithstanding anything in any written law relating to limited liability partnerships, a Singapore limited liability partnership which intends to acquire any estate or interest in any residential property shall, prior to the vesting of the estate or interest in that property in the limited liability partnership, file with the Controller a list of its partners containing the particulars of their nationality and such other particulars as the Controller may require.| (2) The Controller may, if he is satisfied that the requirements of subsection (1) are complied with by a Singapore limited liability partnership, issue to the limited liability partnership a certificate stating that the limited liability partnership may acquire and retain residential properties subject to the provisions of this Act. |
| (3) Any Singapore limited liability partnership which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.”; |
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| | (o) | by inserting, immediately after section 12, the following section:| “Singapore limited liability partnership to file statutory declaration |
12A.—(1) Any Singapore limited liability partnership which —| (a) | owns any estate or interest in any immovable property in Singapore; or | | (b) | is the holder of a certificate issued by the Controller under section 10A(2), |
| shall file with the Controller on or before 1st July of each year a statutory declaration made by the manager or a partner of the limited liability partnership furnishing the particulars of the nationality of all its partners and such other particulars as the Controller may require. |
| (2) Any Singapore limited liability partnership which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.”; |
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| | (p) | by inserting, immediately after section 13, the following section:| “Registrar may refuse to register instrument of transfer in favour of Singapore limited liability partnership |
| 13A. The Registrar may refuse to register an instrument of transfer of an estate or interest in any residential property in favour of a Singapore limited liability partnership unless he is satisfied that all the partners of the limited liability partnership are either citizens, Singapore limited liability partnerships or Singapore companies.”; |
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| | (q) | by inserting, immediately after section 14, the following sections:| “Disposal of residential property of limited liability partnership |
| 14A. Notwithstanding any approval given by the Minister or the issue of a certificate by the Controller, the Controller may, if he subsequently discovers that a limited liability partnership owns any residential property in respect of which the Minister has not granted any approval under section 25 or 26 for the limited liability partnership to purchase, acquire or retain the property or that the limited liability partnership had made a misrepresentation to the Controller, as the case may be, obtain the Minister’s direction to require the limited liability partnership to dispose of the residential property and section 9(6) to (12) shall apply, with the necessary modifications, to the manner of disposal of the residential property and the rights of a mortgagee or chargee (if any) of the residential property. |
| Conversion of Singapore company to Singapore limited liability partnership |
14B.—(1) Any certificate issued by the Controller under section 10 to a Singapore company and which is in force immediately before the date of registration of the conversion of the Singapore company to a Singapore limited liability partnership shall continue in force on and after that date as if it were a certificate issued by the Controller to the Singapore limited liability partnership under section 10A(2).| (2) The Singapore limited liability partnership referred to in subsection (1) shall, as soon as practicable after the date of registration of the conversion thereto, notify the Controller of the conversion and of the particulars of the Singapore limited liability partnership, including the nationality of its partners and such other particulars as the Controller may require. |
| (3) The Controller may, if he is satisfied that the requirements of subsection (2) are complied with by a Singapore limited liability partnership, issue to the Singapore limited liability partnership a fresh certificate stating that the limited liability partnership may acquire and retain residential properties subject to the provisions of this Act and upon the issuance of the fresh certificate to the Singapore limited liability partnership, the certificate referred to in subsection (1) shall be deemed cancelled. |
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| Conversion of foreign company or converted foreign company to foreign limited liability partnership |
14C.—(1) Any approval granted by the Minister under section 25 or 26 to a foreign company or a converted foreign company to purchase, acquire or retain residential property and which is valid immediately before the date of registration of the conversion of the foreign company or the converted foreign company to a foreign limited liability partnership shall continue in force on and after that date as if it were an approval granted by the Minister to the foreign limited liability partnership; and —| (a) | if the approval was granted subject to conditions, the foreign limited liability partnership shall comply with all the conditions imposed as if the approval had been granted to the foreign limited liability partnership instead of the foreign company or the converted foreign company; and | | (b) | if any undertaking in writing was given by the foreign company or the converted foreign company, such undertaking in writing shall be deemed to be an undertaking in writing given by the foreign limited liability partnership and shall be enforceable against the foreign limited liability partnership as if it had been given by the foreign limited liability partnership instead of the foreign company or the converted foreign company. |
| (2) The foreign limited liability partnership referred to in subsection (1) shall, as soon as practicable after the date of registration of the conversion thereto, notify the Controller of the conversion and of the particulars of the foreign limited liability partnership, including the nationality of its partners and such other particulars as the Controller may require.”; |
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| | (r) | by deleting subsection (6) of section 25 and substituting the following subsection:“(6) Without prejudice to the generality of the powers of the Minister under subsection (4), he may grant approval, with or without conditions, to an applicant, being a foreign company or a foreign limited liability partnership which —| (a) | in the opinion of the Minister —| (i) | is of economic benefit to Singapore; or | | (ii) | makes or is able to make an adequate economic contribution to Singapore; and |
| | (b) | intends to purchase or acquire, or retain any interest in, residential property for the purpose of occupation as a dwelling-house by its executives, managers, partners, employees or other personnel and their families and not for any other purpose.”; |
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| | (s) | by deleting paragraph (b) of section 25(7) and substituting the following paragraph:| “(b) | a foreign company or a foreign limited liability partnership, will use the residential property for occupation as a dwelling-house by its executives, managers, partners, employees or other personnel and their families and not for any other purpose.”; |
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| | (t) | by inserting, immediately after the words “foreign company” in section 25(8), the words “or foreign limited liability partnership”; | | (u) | by deleting paragraph (b) of section 25(9) and substituting the following paragraph:“(b) Every applicant referred to in subsection (6) shall furnish a statutory declaration as to whether the applicant owns residential property in Singapore, and if so shall state full particulars thereof; and such statutory declaration shall —| (i) | where the applicant is a foreign company, be made by a director, manager or secretary thereof or a person holding an analogous position; and | | (ii) | where the applicant is a foreign limited liability partnership, be made by a manager or partner thereof or a person holding an analogous position.”; |
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| | (v) | by deleting subsection (1) of section 26 and substituting the following subsection:| “(1) Any Singapore entity which, pursuant to section 9, intends to seek the prior written approval of the Minister for its conversion to a converted entity, and for the retention of all its estate or interest in all or in one or more of its residential properties which the Singapore entity intends should remain vested in the converted entity upon such conversion, shall make application to the Controller, in such form as he may require, for the grant of approval for such conversion and for such retention.”; |
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| | (w) | by deleting paragraph (a) of section 26(3) and substituting the following paragraph:| “(a) | the conversion of the Singapore entity to a converted entity; and”; |
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| | (x) | by deleting the marginal note to section 26 and inserting the following section heading:| “Application for approval by Singapore entity with residential properties to become converted entity and for retention of its residential properties”; |
| | (y) | by deleting subsection (11) of section 31 and substituting the following subsection:“(11) In this section, “housing developer” means —| (a) | any person who is not a citizen of Singapore; | | (b) | a foreign company, a converted foreign company, a foreign limited liability partnership, a converted foreign limited liability partnership, a society or a converted society; | | (c) | a Singapore company which has not complied with section 10(1) and (2); | | (d) | a Singapore society which has not complied with section 16(1) and (2); or | | (e) | a Singapore limited liability partnership which has not complied with section 10A(1), |
| who or which constructs or intends to construct dwelling-houses for sale to citizens or approved purchasers or flats comprised in buildings containing 6 or more storeys (including the ground floor), whether or not such person, company, limited liability partnership or society is licensed or required to be licensed as a housing developer under the Housing Developers (Control and Licensing) Act (Cap. 130).”; |
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| | (z) | by deleting the marginal reference “Cap. 130.” to section 31(11); | | (za) | by inserting, immediately after the word “company,” in section 32(1)(a), the words “limited liability partnership,”; | | (zb) | by inserting, immediately after subsection (2) of section 32, the following subsection:“(2A) Notwithstanding anything in this Act, where a foreign limited liability partnership is able to satisfy the Minister that more than 50% of the total voting power in the foreign limited liability partnership is controlled by —| (a) | partners who are citizens; | | (b) | partners who are “resident in Singapore” within the meaning of the Income Tax Act and who pay the tax imposed under that Act; or | | (c) | partners mentioned in both paragraphs (a) and (b), |
| the Minister may, by notification in the Gazette and subject to such conditions as he may consider necessary, exempt the foreign limited liability partnership from all or any of the provisions of this Act.”; |
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| | (zc) | by deleting subsection (3) of section 36 and substituting the following subsection:| “(3) If the person committing an offence under this Act is a company, a limited liability partnership, a society, an association or other organisation or body, every individual who at the time the offence was committed was a director, partner, general manager, manager, president, secretary or other officer of the company, limited liability partnership, society, association, organisation, or body concerned in the management of the company, limited liability partnership, society, association, organisation or body or who was purporting to act in any such capacity, as well as the company, limited liability partnership, society, association, organisation or body, as the case may be, shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.”; and |
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| | (zd) | by inserting, immediately after the word “company,” in section 38(a), the words “limited liability partnership,”. |
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