Singapore legislation

Section 32A

of Stamp Duties Act 1929

Section 32A

Transfer of interest in limited liability partnership

(1)

This section applies to any limited liability partnership holding any chargeable property.

(2)

Where a change of partners amounts to a significant change of partners, every one of the following partners (called in this section a designated partner) must notify the Commissioner of the change of partners in question in such form as the Commissioner may require within 14 days of the change of partners in question:

(a)

every person who, not being a partner of the limited liability partnership before the change of partners in question, becomes a partner of the limited liability partnership upon the change of partners in question;

(b)

every partner of the limited liability partnership whose asset share upon the change of partners in question has increased when compared with the partner’s asset share on any of the following dates:

(i)

upon an earlier change of partners —

(A)

which is closest in time to the change of partners in question; and

(B)

in which the composition of the partners or asset share of the partners of the limited liability partnership, when compared to the composition of the partners or asset share of the partners upon the change of partners in question, results in the change of partners in question amounting to a significant change of partners under section 32;

(ii)

where there is no such earlier change of partners —

(A)

in the case of a limited liability partnership formed 2 or more years before the change of partners in question, as at 2 years before the change of partners in question; and

(B)

in the case of a limited liability partnership formed less than 2 years before the change of partners in question, upon the formation of the limited liability partnership.

(3)

Any person who fails or neglects without reasonable excuse to comply with subsection (2) shall be guilty of an offence.

(4)

Any instrument effecting or evidencing a significant change of partners of a limited liability partnership is treated for the purposes of this Act as a conveyance on sale from the limited liability partnership to each designated partner of an interest in the chargeable property held by the limited liability partnership for a consideration equal to the value of the interest as determined under subsection (6) or (7).

(5)

Where any significant change of partners of a limited liability partnership is not effected or evidenced by any instrument, the notification to the Commissioner made under subsection (2) is treated for the purposes of this Act as such an instrument.

(6)

Subject to subsection (7), for the purpose of subsection (4), the value of the interest, in relation to any designated partner, is an amount ascertained in accordance with the formula —

(a)

in the case of a person who is a designated partner mentioned in subsection (2)(a), A × B, where —

(i)

A is the asset share of the person upon the person becoming a designated partner; and

(ii)

B is the value of the chargeable property held by the limited liability partnership upon the person becoming a designated partner; and

(b)

in the case of a person who is a designated partner mentioned in subsection (2)(b), (C ‑ D) × E, where —

(i)

C is the asset share of the designated partner upon the significant change of partners in question;

(ii)

D is —

(A)

the asset share of the designated partner upon a significant change of partners closest in time to the significant change of partners in question; and

(B)

if there is no such significant change of partners, the asset share of the designated partner upon the formation of the limited liability partnership; and

(iii)

E is the value of the chargeable property held by the limited liability partnership upon the significant change of partners in question.

(7)

Despite subsection (6), where there is any instrument mentioned in subsection (4) which states the amount of the consideration specifically for the transfer of the interest in the chargeable property of the limited liability partnership to the designated partner, the value of the interest for the purpose of subsection (4) is the amount stated in the instrument or the amount ascertained under subsection (6), whichever is the higher.

(8)

In this section —

Definition

“asset share” has the meaning given by section 32(5);

Definition

“chargeable property” has the meaning given by section 31(3).

Read in full context — Stamp Duties Act 1929 →