REPUBLIC OF SINGAPORE
GOVERNMENT GAZETTE
ACTS SUPPLEMENT
Published by Authority

NO. 35]Friday, October 4 [2019

The following Act was passed by Parliament on 3 September 2019 and assented to by the President on 23 September 2019:—
Variable Capital Companies
(Miscellaneous Amendments) Act 2019

(No. 28 of 2019)


I assent.

HALIMAH YACOB,
President.
23 September 2019.
Date of Commencement: 15 January 2020 Parts 1 to 3, sections 17(a), 22, 23, 24, 26, 27, 28, 31, 36 to 39, 41, 42, 49, 54, 63(a), 64(2)(b) and (c) and 66(4)
Date of Commencement: 30 July 2020 Section 65(1) and (9)(a), (b) and (c)
An Act to make amendments to the Goods and Services Tax Act (Chapter 117A of the 2005 Revised Edition), the Income Tax Act (Chapter 134 of the 2014 Revised Edition) and the Stamp Duties Act (Chapter 312 of the 2006 Revised Edition) in connection with variable capital companies and their sub‑funds, to make amendments to the Variable Capital Companies Act 2018 (Act 44 of 2018) in connection with the enactment of the Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018), and for other purposes, and to make related amendments to certain other Acts.
Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows:
Short title and commencement
1.  This Act is the Variable Capital Companies (Miscellaneous Amendments) Act 2019 and comes into operation on a date that the Minister appoints by notification in the Gazette.
PART 1
AMENDMENTS TO GOODS AND SERVICES TAX ACT
Amendment of section 2
2.  Section 2 of the Goods and Services Tax Act (Cap. 117A) (called in this Part the GST Act) is amended —
(a)by deleting the full-stop at the end of the definition of “unit trust” in subsection (1) and substituting a semi‑colon, and by inserting immediately thereafter the following definition:
“ “VCC Act” means the Variable Capital Companies Act 2018 (Act 44 of 2018).”; and
(b)by inserting, immediately after subsection (2), the following subsections:
(3)  The terms “share”, in relation to a VCC, “sub‑fund”, “umbrella VCC” and “VCC” have the meanings given to them in the VCC Act.
(4)  To avoid doubt, the term “company” includes a VCC.”.
Amendment of section 32
3.  Section 32 of the GST Act is amended by inserting, immediately after subsection (3A), the following subsection:
(3B)  The registration under this Act of an umbrella VCC making taxable supplies for the purpose of one of its sub‑funds must be in the name of that umbrella VCC in respect of that sub‑fund, or in the name of that sub‑fund.”.
New section 33AA
4.  The GST Act is amended by inserting, immediately before section 33A, the following section:
Umbrella VCCs
33AA.—(1)  For the purposes of this Act, an umbrella VCC making or receiving a supply for the purpose of one of its sub‑funds is taken to be a separate person from the same VCC making or receiving a supply for the purpose of another of its sub‑funds.
(2)  Accordingly —
(a)a supply that is made by an umbrella VCC for the purpose of one of its sub‑funds, and received by the same VCC for the purpose of another of its sub‑funds, is taken to be a supply made by one person to another person;
(b)supplies made or received by an umbrella VCC for the purpose of different sub‑funds are taken to have been made or received by different persons; and
(c)an umbrella VCC making taxable supplies for the purpose of one of its sub‑funds is to be registered as a person separately from the same umbrella VCC making taxable supplies for the purpose of another of its sub‑funds and each is taken to be a separate taxable or registered person.
(3)  For the purposes of this Act, a reference to a business carried on by a taxable person is, where the taxable person is an umbrella VCC in relation to any of its sub‑funds, to its business in relation to that sub‑fund.
(4)  Where —
(a)the person who receives, is supplied or is the customer of the goods or services mentioned in section 14(1)(a)(i), 38(1) or (2) or 38A(2) is an umbrella VCC; and
(b)the goods or services are supplied for the purpose of or in connection with the VCC’s business in relation to any of its sub‑funds,
then, for the purpose of section 14(2), 38(1) or (2) or 38A(2) (as the case may be), the recipient, person supplied or customer of those goods or services is taken to be the umbrella VCC for the purpose of that sub‑fund.
(5)  Any liability of an umbrella VCC for tax in relation to a supply made by it for the purpose of a sub‑fund, together with any penalty or other amounts payable to the Comptroller in relation to the supply, is considered (for the purposes of section 29 of the VCC Act) liability incurred by the umbrella VCC for the purpose of the sub‑fund.
(6)  Any fine or penalty imposed on, or composition sum that may be paid by, an umbrella VCC for an offence under this Act that is committed in connection with any of its sub‑funds, including but not limited to —
(a)a supply received or made by it for the purpose of the sub‑fund; and
(b)any return, document, information or other matter concerning the sub‑fund,
is considered (for the purpose of section 29 of the VCC Act) liability incurred by the umbrella VCC for the purpose of the sub‑fund.”.
Amendment of section 86
5.  Section 86 of the GST Act is amended by inserting, immediately after subsection (4), the following subsection:
(5)  For a period of 2 years starting on the date of commencement of Part 1 of the Variable Capital Companies (Miscellaneous Amendments) Act 2019, the Minister may make regulations to prescribe further modifications to the provisions of this Act in their application to VCCs, umbrella VCCs and sub‑funds.”.
Amendment of First Schedule
6.  Paragraph 1 of the First Schedule to the GST Act is amended by inserting, immediately after sub‑paragraph (3), the following sub‑paragraphs:
(3A)  Where a sub-fund (called A) is merged with another sub‑fund (called B) (whether of the same umbrella VCC or of another umbrella VCC) and either —
(a)all of the following conditions are satisfied:
(i)B is the surviving sub‑fund following the merger;
(ii)the umbrella VCC of A was a taxable person in relation to A immediately before the merger;
(iii)the umbrella VCC of B is not a registered person in relation to B at the time of the merger; or
(b)all of the following conditions are satisfied:
(i)a new sub-fund (called C) is formed following the merger;
(ii)either —
(A)the umbrella VCC of A was a taxable person in relation to A; or
(B)the umbrella VCC of B was a taxable person in relation to B,
immediately before the merger, or both;
(iii)the umbrella VCC of C is not a registered person in relation to C at the time of the merger,
then the umbrella VCC of B or C (as the case may be) becomes liable to be registered in relation to it at the time of the merger if —
(c)in the case of paragraph (a), the total value of all of its taxable supplies made in Singapore for the purpose of B in the calendar year immediately preceding the calendar year in which the time of merger falls exceeds $1 million; or
(d)in the case of either paragraph (a) or (b), there are reasonable grounds for believing that the total value of all of its taxable supplies made in Singapore for the purpose of B or C in the period of 12 months then beginning will exceed $1 million.
(3B)  An umbrella VCC is not liable to be registered in relation to a sub‑fund by virtue of sub‑paragraph (3A)(c) at the end of any calendar year if the Comptroller is satisfied that the value of its taxable supplies made in Singapore for the purpose of that sub‑fund in the next calendar year will not exceed $1 million.”.
Amendment of Third Schedule
7.  The Third Schedule to the GST Act is amended by inserting, immediately after paragraph 5, the following paragraph:
6.  Paragraph 4 applies with the following modifications for the purposes of determining whether a person has control over a company that is an umbrella VCC making or receiving the supply in question for the purpose of a sub‑fund:
(a)a reference to the issued shares or share capital of, or the voting power in, the company is to the issued shares or share capital of the umbrella VCC in respect of that sub‑fund, or the voting power attached to such shares, as the case may be;
(b)a reference to the income of the company is to the income of the umbrella VCC from the sub‑fund;
(c)a reference to the assets of the company is to the assets held by the umbrella VCC for the purpose of or that are attributable to that sub‑fund;
(d)a reference to a creditor of the company is to the creditor of the umbrella VCC in respect of a loan that is taken by the umbrella VCC for the purpose of that sub‑fund;
(e)a reference to the winding up of a company is to the winding up of the umbrella VCC or the sub‑fund.”.
Amendment of Fourth Schedule
8.  Part III of the Fourth Schedule to the GST Act is amended by inserting, immediately after paragraph 1, the following paragraph:
1A.  In the definition of “equity security” in paragraph 1, the reference to a share in the capital of a body corporate includes a share in a VCC.”.