Stamp Duties (Relief from Stamp Duty upon Reconstruction or Amalgamation of Companies) (Amendment) Rules 2008

No. S 678

Stamp Duties Act

(Chapter 312)

Stamp Duties (Relief from Stamp Duty Upon Reconstruction or Amalgamation of Companies) (Amendment) Rules 2008

In exercise of the powers conferred by sections 15 and 77 of the Stamp Duties Act, the Minister for Finance hereby makes the following Rules:

Citation and commencement

1.—(1) These Rules may be cited as the Stamp Duties (Relief from Stamp Duty upon Reconstruction or Amalgamation of Companies) (Amendment) Rules 2008 and shall, with the exception of rules 2(a), 3(b), 4, 6(a), (d) and (e) and 8, be deemed to have come into operation on 18th February 2005.

(2) Rules 3(b), 4, 6(a), (d) and (e) and 8 shall come into operation on 1st January 2009.

Amendment of rule 2

2. Rule 2(1) of the Stamp Duties (Relief from Stamp Duty upon Reconstruction or Amalgamation of Companies) Rules (R 3) (referred to in these Rules as the principal Rules) is amended —

(a)

by deleting the definition of “company”; and

(b)

by inserting, immediately before the definition of “relevant offer of shares”, the following definition:

“ “reckonable share capital” means the issued share capital (by whatever name called) of the company other than share capital which consists of shares that do not entitle the holder thereof to the right to vote at a general meeting;”.

Amendment of rule 3

3. Rule 3 of the principal Rules is amended —

(a)

by deleting the words “issued share capital” in paragraph (a) and substituting the words “reckonable share capital”;

(b)

by inserting, immediately after the words “any particular existing company” in paragraph (a), the words “for valuable consideration at the open market value”;

(c)

by deleting the words “where shares are” in paragraph (b)(ii) and substituting the words “where reckonable share capital is”; and

(d)

by renumbering the rule as paragraph (1) of that rule, and by inserting immediately thereafter the following paragraph:

“(2) For the purpose of paragraph (1)(b), the shares that are to be issued to the existing company or to the shareholders of the existing company shall not consist of shares that do not entitle the holder thereof to the right to vote at a general meeting.”.

Deletion of rule 4

4. Rule 4 of the principal Rules is deleted.

Amendment of rule 5

5. Rule 5 of the principal Rules is amended —

(a)	by deleting the words “undertaking of, or shares in,” in paragraph (a) and substituting the words “undertaking or reckonable share capital of”; and
(b)	by deleting the words “undertaking of, or shares in,” in paragraph (b) and substituting the words “undertaking or reckonable share capital of”.

Amendment of rule 7

6. Rule 7 of the principal Rules is amended —

(a)

by deleting the word “The” and substituting the words “Subject to paragraph (2), the”;

(b)

by deleting the words “rule 3(b)” in paragraph (a) and substituting the words “rule 3(1)(b)”;

(c)

by deleting the word “shares” in the 2nd line of paragraph (b) and substituting the words “reckonable share capital”;

(d)

by deleting the words “resolution for the increase of the nominal share capital” in paragraph (c)(i) and substituting the words “authority to increase the share capital”; and

(e)

by renumbering the rule as paragraph (1) of that rule, and by inserting immediately thereafter the following paragraph:

“(2) For the purpose of an amalgamation under section 215D of the Companies Act (Cap. 50), the matters referred to in section 15(3)(b) of the Act are as follows:

(a)

the transferee company ceases to be the beneficial owner of the undertaking within a period of 2 years from the date specified in the notice of amalgamation issued under section 215F of the Companies Act, otherwise than in consequence of any reconstruction, amalgamation, liquidation or relevant offer of shares; or

(b)

the instrument for the purposes of or in connection with the amalgamation was not —

(i)	executed within a period of 12 months from the date specified in the notice of amalgamation; or
(ii)	made for the purpose of effecting a conveyance or transfer in pursuance of an amalgamation proposal approved by the amalgamated company which has been filed with the Registrar of Companies within the period of 12 months from the date of the approval.”.

Amendment of rule 9

7. Rule 9 of the principal Rules is amended —

(a)	by deleting the words “rule 3(a)” wherever they appear and substituting in each case the words “rule 3(1)(a)”; and
(b)	by deleting the words “issued share capital” wherever they appear and substituting in each case the words “reckonable share capital”.

New rule 10

8. The principal Rules are amended by inserting, immediately after rule 9, the following rule:

“Amalgamations under section 215D of Companies Act

10. Rules 3, 5 and 9 shall not apply to amalgamations under section 215D of the Companies Act (Cap. 50).”.

Made this 19th day of December 2008.

TEO MING KIAN

Permanent Secretary,
Ministry of Finance,
Singapore.

[R54.1.1 V22; AG/LEG/SL/312/2005/2 Vol. 1]

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