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Stamp duty

Relief is given on documents executed in connection with the transfer of an undertaking or shares in respect of a scheme for the reconstruction of any company or companies, or the amalgamation of companies.

Conditions for relief

To qualify for this relief, the following conditions have to be met:

  • The transferee company must increase its capital with the view of acquiring an undertaking, or of not less than 90% of the issued share capital of another company
  • Not less than 90% of the consideration at market value must be satisfied by the issue of shares in the transferee company to the transferor / shareholder of the transferor company

The above conditions are waived for amalgamations under section 215D of the Companies Act (Cap. 50).

Subsequent disallowance of relief

The parties shall inform the Commissioner within 30 days should any of the following occur:

  • The transferor company or any of its relevant shareholders ceases to be the beneficial owner of the shares in the transferee company issued to it within 2 years from the date of the:
    •  Registration / incorporation of the transferee company
    • Authority to increase the capital in the transferee company (unless the above is in consequence of any reconstruction, amalgamation or liquidation)

The above is not applicable for amalgamations under section 215D of the Companies Act.

  • The transferee company ceases to be the beneficial owner of the undertaking or any of the shares acquired in the transferor company within 2 years from the date of the:
    • Registration / incorporation of the transferee company
    • Authority to increase the capital in the transferee company (unless the above is in consequence of any reconstruction, amalgamation, liquidation or relevant offer of shares)
  • The instrument for acquisition was not executed within 12 months from the date of the registration of the transferee company or the date of the resolution for the increase of the nominal share capital of the transferee company

In the event that the disallowed event(s) occur:

  • The duty remitted shall be payable immediately, together with an interest rate of 6% per annum from the date on which duty is liable, if not for the relief granted

List of supporting documents required for application

a. Copy of the restructuring agreement and other documents (executed to carry out the restructuring/amalgamation exercise)

b. Applicant’s opinion on the value of the undertaking or shares, (depending on which asset is being acquired)

c. Copy of the latest audited accounts of the transferor, transferee and target company

d. Copy of the memorandum and articles of association of the transferor and transferee companies/ board minutes and resolutions of the transferor and transferee companies concerning the disposal / acquisition

e. Graphical presentation of the structure of the companies within the companies involved in the group immediately before and after the restructuring/amalgamation exercise

f. Copy of ACRA searches (Instant Information) or equivalent and/or share register relating to the transferor, transferee and target company

g. Statutory declaration by a solicitor or officer involved in the restructuring or amalgamation exercise. The statutory declaration must contain the following information: 

  • Description of the scheme of restructuring / amalgamation and the purpose for carrying out the scheme
  • Whether and how each of the conditions for relief had been / will be met (furnished with supporting documents)
  • Whether there is any intention of the transferor/shareholder to dispose the consideration shares within two years under the subsequent disallowance of relief provisions
  • Whether there is any intention of the transferee to dispose of the shares / undertaking acquired within two years under the subsequent disallowance of relief provisions

Additional Information

If the transferee company is going for an initial public offer or a further listing of its shares, the following additional information must be provided:

  • The market, in which, the shares will be listed
  • Total number of issued share capital immediately before the listing or further listing
  • Total number of shares that are held in the hands of public shareholders before the further listing
  • Number of shares that will be listed or further listed
  • Names of all shareholders immediately before the listing
  • Names of all shareholders (except public shareholders) immediately before further listing
  • Copy of the application to SGX for listing or further listing
  • Copy of prospectus for listing or further listing
  • Copy of board meetings and resolutions relating to the listing or further listing

If the consideration shares are / will be issued to shareholders of a listed company, the following additional information must be provided:

  • Total number of issued share capital immediately before the restructuring took place
  • Total number of shares that are held in the hands of public shareholders immediately before the restructuring took place
  • Names of all shareholders (except public shareholders) and the number of consideration shares issued to them before the restructuring took place


Download a copy of the following for details on the relief:

Stamp Duties (Relief from Stamp Duty Upon Reconstruction or Amalgamation of Companies) Rules (91 KB)
Stamp Duties (Relief from Stamp Duty upon Reconstruction or Amalgamation of Companies) (Amendment) Rules 2008 (28 KB)

 

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Last Updated on 22 July 2010


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