Income Tax (Amalgamation of Companies) Regulations 2011

an amalgamating company was entitled to any deduction, allowance or writing-down allowance under any provision of the Act or the Economic Expansion Incentives (Relief from Income Tax) Act 1967 in respect of any expenditure incurred by the amalgamating company in relation to any property;

the amalgamating company ceased to exist upon the amalgamation in a basis period relating to any year of assessment;

the property is transferred to the amalgamated company pursuant to the amalgamation; and

the amalgamating company would have, but for the amalgamation, continued to be entitled to any deduction, allowance or writing-down allowance under that provision of the Act or the Economic Expansion Incentives (Relief from Income Tax) Act 1967 in respect of that expenditure in any subsequent year of assessment,then —

subject to paragraph (2), the amalgamated company shall be entitled to the deduction, allowance or writing-down allowance referred to in sub-paragraph (d) as if it were the amalgamating company; and

such transfer of the property shall not —

be considered to be a transfer, sale, disposal or assignment of the property by the amalgamating company for the purposes of that provision of the Act or the Economic Expansion Incentives (Relief from Income Tax) Act 1967; or

be considered to have resulted in the property ceasing to belong to the amalgamating company for the purpose of section 20 of the Act,as the case may be.

an amalgamated company is a shipping enterprise; and

all of the amalgamating companies that are shipping enterprises have elected under section 13A(13) of the Act for their respective incomes derived or deemed to be derived from the operation of all of their respective Singapore ships to be taxed at the rate prescribed by section 43(1)(a) of the Act,then the income of the amalgamated company that is derived or deemed to be derived from the operation of all its Singapore ships shall be taxed at the rate prescribed by section 43(1)(a) of the Act as if the amalgamated company had made an election under section 13A(13) of the Act for the same.

an amalgamated company is a shipping enterprise; and

one or more, but not all, of the amalgamating companies that are shipping enterprises have elected under section 13A(13) of the Act for their respective incomes derived or deemed to be derived from the operation of all of their respective Singapore ships to be taxed at the rate prescribed by section 43(1)(a) of the Act,then the exemption under section 13A of the Act of the income of the amalgamated company derived or deemed to be derived by the amalgamated company from the operation of all of its Singapore ships shall not be affected by any such election made by any amalgamating company.

for the year of assessment 2011, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2011; and

an amount computed in accordance with the formula:where X1is the aggregate of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2011 for which a deduction or allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act;

for the year of assessment 2012, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2012; and

the balance after deducting from $800,000 the aggregate of —

X1 referred to in sub‑paragraph (a)(ii); and

the lower of the amounts specified in sub‑paragraph (a)(i) and (ii).

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2012; and

an amount computed in accordance with the formula:where X2is the aggregate of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2011 or 2012, for which a deduction or allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act.

for the year of assessment 2013, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2013; and

an amount computed in accordance with the formula:where X3is the aggregate of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2013 for which a deduction or allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act;

for the year of assessment 2014, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2014; and

the balance after deducting from $1,200,000 the aggregate of —

X3 referred to in sub‑paragraph (a)(ii); and (B)the lower of the amounts specified in sub‑paragraph (a)(i) and (ii);

for the year of assessment 2015, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2015; and

the balance after deducting from $1,200,000 the aggregate of —

X3 referred to in sub‑paragraph (a)(ii);

the lower of the amounts specified in sub‑paragraph (a)(i) and (ii); and

the lower of the amounts specified in sub‑paragraph (b)(i) and (ii).

for the year of assessment 2014, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2014; and

an amount computed in accordance with the formula:where X4is the aggregate of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2013 or 2014 for which a deduction or allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act;

for the year of assessment 2015, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2015; and

the balance after deducting from $1,200,000 the aggregate of —

X4 referred to in sub‑paragraph (a)(ii); and

the lower of the amounts specified in sub‑paragraph (a)(i) and (ii).

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2015; and

an amount computed in accordance with the formula:where X5is the aggregate of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2013, 2014 or 2015, for which a deduction or allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act.

for the year of assessment 2016, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2016; and

an amount computed in accordance with the formula $1,200,000 – X6, where X6 is the total of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2016 for which a deduction or an allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act;

for the year of assessment 2017, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2017; and

the balance after deducting from $1,200,000 the total of —

X6 mentioned in sub‑paragraph (a)(ii); and

the lower of the amounts specified in sub‑paragraph (a)(i) and (ii);

for the year of assessment 2018, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2018; and

the balance after deducting from $1,200,000 the total of —

X6 mentioned in sub‑paragraph (a)(ii);

the lower of the amounts specified in sub‑paragraph (a)(i) and (ii); and

the lower of the amounts specified in sub‑paragraph (b)(i) and (ii).

for the year of assessment 2017, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2017; and

an amount computed in accordance with the formula $1,200,000 – X7, where X7 is the total of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2016 or 2017 for which a deduction or an allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act;

for the year of assessment 2018, the lower of —

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2018; and

the balance after deducting from $1,200,000 the total of —

X7 mentioned in sub‑paragraph (a)(ii); and

the lower of the amounts specified in sub‑paragraph (a)(i) and (ii).

the amount of the PIC expenditure under that PIC provision incurred by the amalgamated company during the basis period for the year of assessment 2018; and

an amount computed in accordance with the formula $1,200,000 – X8, where X8 is the total of every amount of PIC expenditure under that PIC provision incurred by an amalgamating company during the basis period for the year of assessment 2016, 2017 or 2018 for which a deduction or an allowance is allowed or made to that company under that PIC provision, including any such expenditure for which a cash payout is granted to that company under section 37G of the Act.

in relation to the amalgamating company, any trade or business carried on by the amalgamated company on or after the date of amalgamation, shall be deemed to have been carried on by the amalgamating company as if the amalgamating company existed on or after that date; and

in relation to the amalgamated company, any trade or business carried on by any of the amalgamating companies prior to the date of amalgamation, shall be deemed to have been carried on by the amalgamated company as if the amalgamated company existed prior to that date.

in relation to the amalgamating company, any trade or business carried on by the amalgamated company on or after the date of amalgamation shall be deemed to have been carried on by the amalgamating company as if the amalgamating company existed on or after that date; and

in relation to the amalgamated company, any trade or business carried on by any of the amalgamating companies prior to the date of amalgamation shall be deemed to have been carried on by the amalgamated company as if the amalgamated company existed prior to that date.

in relation to the amalgamating company, any trade or business carried on by the amalgamated company on or after the date of amalgamation is considered to have been carried on by the amalgamating company as if the amalgamating company existed on or after that date; and

in relation to the amalgamated company, any trade or business carried on by any of the amalgamating companies prior to the date of amalgamation is considered to have been carried on by the amalgamated company as if the amalgamated company existed prior to that date.

the reference to $400,000 in that EIS provision (other than section 14EA(1)) is a reference to the amount computed in accordance with the formula $400,000 – X1, where X1 is the total EIS expenditure under that EIS provision for which a deduction or allowance is allowed or made to an amalgamating company for that year of assessment under that EIS provision; and

the reference to $50,000 in section 14EA(1) of the Act is a reference to the amount computed in accordance with the formula $50,000 – X2, where X2 is the total EIS expenditure under section 14EA(1) for which a deduction is allowed to an amalgamating company for that year of assessment under section 14EA(1).

the reference to $100,000 in section 14H(1B)(a) of the Act is a reference to the amount computed in accordance with the formula $100,000 – W1, where W1 is the total of —

the expenditure for which a deduction is allowed to an amalgamating company for that year of assessment under section 14H(1A) of the Act; and

the expenses for which a deduction is allowed to an amalgamating company for that year of assessment under section 14B(2A) of the Act; and

the reference to $150,000 in section 14H(1B)(b) of the Act is a reference to the amount computed in accordance with the formula $150,000 – W2, where W2 is the total of —

the expenditure for which a deduction is allowed to an amalgamating company for that year of assessment under section 14H(1A) of the Act; and

the expenses for which a deduction is allowed to an amalgamating company for that year of assessment under section 14H(2A) of the Act.

the expenditure for which a deduction is allowed to an amalgamating company for that year of assessment under section 14H(1) of the Act; and

the expenditure for which a deduction is allowed to an amalgamating company for that year of assessment under section 14I(1) of the Act.

on or before the date of amalgamation, any amalgamating company incurred renovation or refurbishment expenditure referred to in section 14N of the Act; and

on the date of the amalgamation, the amalgamating company has not claimed all deductions allowed to it under that section in respect of the renovation or refurbishment expenditure incurred by it,then the amalgamated company may claim under that section all deductions not already claimed by the amalgamating company under that section as if the amalgamated company is the amalgamating company, subject to the following provisions:

notwithstanding section 14N(8) of the Act, the specified period for the purpose of section 14N(7) of the Act in relation to the amalgamated company shall be a period of 3 successive basis periods beginning with the basis period for the year of assessment in which a deduction was first allowed to any of the amalgamating companies under section 14N of the Act (as if the amalgamated company existed on the first day of that basis period), or any basis period for the next successive 3 years of assessment; and

where the amalgamated company incurs any renovation or refurbishment expenditure in a basis period forming any part of a specified period referred to in sub-paragraph (i), the deduction that may be allowed to the amalgamated company under section 14N of the Act in respect of its renovation or refurbishment expenditure for the basis period shall be as specified in paragraph (2).

in the case of a specified period in which the date of amalgamation falls —

where only one basis period of the amalgamated company falls within that specified period, the deduction for that basis period shall be the lower of —

the amount of the renovation or refurbishment expenditure incurred by the amalgamated company during that basis period; and

an amount computed in accordance with the formulawhere Xis the aggregate of the amount of renovation or refurbishment expenditure incurred by each amalgamating company during the specified period of that amalgamating company (determined in accordance with section 14N(8) of the Act) in which the day immediately before the date of amalgamation falls; or

where more than one basis period of the amalgamated company falls within that specified period, the deduction for each such basis period shall be the lower of —

the amount of renovation or refurbishment expenditure incurred by the amalgamated company during that basis period; and

an amount computed in accordance with the formulawhere Yis the aggregate of the amount of renovation or refurbishment expenditure incurred by each amalgamating company during the specified period of that amalgamating company (determined in accordance with section 14N(8) of the Act) in which the day immediately before the date of amalgamation falls; andZis the aggregate of the amount of renovation or refurbishment expenditure incurred by the amalgamated company during all the basis periods preceding the basis period for which the deduction is being determined; and

in the case of any other specified period, the deduction shall be determined in accordance with section 14N of the Act (without any modification or exception).

an amalgamating company ceases to exist on the date of amalgamation; and

as of the date of the amalgamation, there is still a balance of attributed donation (within the meaning of section 37P of the Act) that has yet to be deducted from the statutory income of the amalgamating company for a year of assessment,then section 37P of the Act applies, with the necessary modifications, as if the amalgamated company is the amalgamating company for the purposes of deducting the balance from the statutory income of the amalgamated company.

the amalgamating company was carrying on a trade or business until the date of the amalgamation; and

the amalgamated company continues to carry on the same trade or business on the date of amalgamation as that of the amalgamating company.

any donation to which section 37P of the Act applies was made by the amalgamating company in the year in which the amalgamation occurs; and

the date of amalgamation is earlier than the last day of the year mentioned in sub‑paragraph (a),then the reference to “the last day of the year in which the donation was made” in section 37P(1)(h) of the Act is, in relation to the amalgamating company, to be read as a reference to “the day immediately before the date of amalgamation”.

any unabsorbed capital allowances, donations or losses of an amalgamating company are transferred to the amalgamated company pursuant to section 34C(23) of the Act, being —

unabsorbed capital allowances that arose in the year of assessment relating to the basis period of the amalgamating company in which the day immediately before the date of amalgamation falls; or

unabsorbed donations or losses that were made or incurred in the basis period of the year of assessment of the amalgamating company in which the day immediately before the date of amalgamation falls,as the case may be; and

the year of assessment referred to in sub-paragraph (i) or (ii) of sub-paragraph (a), as the case may be, is the same as the year of assessment relating to the basis period of the amalgamated company in which the date of amalgamation falls,then the amount by which such unabsorbed capital allowances, donations or losses, as the case may be, exceeds the income of the amalgamated company from the same trade or business as that of the amalgamating company for that year of assessment shall be the qualifying deduction that may be transferred by the amalgamated company as a transferor company to a claimant company of the same group for the purposes of section 37B of the Act for the same year of assessment.

the amalgamating company referred to in paragraph (1) and the claimant company are members of the same group immediately before the date of amalgamation; and

the amalgamated company and the claimant company, for that year of assessment —

are members of the same group on the last day of the basis period for that year of assessment;

have accounting periods ending on the same day; and

have made an election under subsection (11) of that section.

an amalgamating company ceases to exist on the date of amalgamation; and

the amalgamating company has a research and development account which is in credit immediately before the amalgamation, then section 37F of the Act shall apply to the amalgamated company as if it is the amalgamating company subject to the following provisions:

on the date of amalgamation there shall be credited to the research and development account of the amalgamated company an amount equivalent to the amount standing to the research and development account of the amalgamating company immediately before the date of amalgamation; (ii)as soon as the research and development account of the amalgamated company is credited with the amount referred to in sub-paragraph (i), the balance standing to the research and development account of the amalgamating company shall be reduced to nil by debiting it with the same amount; (iii)any credit and debit to the research and development account of the amalgamated company subsequent to the date of amalgamation shall be made in accordance with section 37F of the Act; and

the base qualifying research and development expenditure of the amalgamated company shall be the aggregate of the amounts of qualifying expenditure incurred by all the amalgamating companies in their respective base years.

in a case where the date of amalgamation does not fall within either of the basis periods of the first 2 years of assessment of any of the amalgamating companies, that section shall not apply to the amalgamated company; and

in a case where the date of amalgamation falls within either of the basis periods of the first 2 years of assessment of any of the amalgamating companies, that section shall apply to the amalgamated company if and only if the year of assessment in which the amalgamated company is a qualifying start-up company falls within a year of assessment specified in paragraph (2).

in a case where the day immediately before the date of amalgamation falls within the basis period of any amalgamating company in which that amalgamating company was incorporated, the specified year of assessment shall be —

the year of assessment relating to the basis period in which the date of the amalgamation falls; or

the year of assessment immediately following that year of the assessment; and

in any other case, the specified year of assessment shall be the year of assessment relating to the basis period in which the date of amalgamation falls.

in the case where subsection (4AA)(a) of that section applies to the amalgamated company — the reference to $100,000 in subsection (4) of that section; or

in the case where subsection (4AA)(b) of that section applies to the amalgamated company — every reference to $100,000 in that subsection,is a reference to the amount computed in accordance with the formula $100,000 – Y4, where Y4 is the total of every amount of expenditure for which an amalgamating company has made an election for a cash payout in lieu of a deduction or an allowance under section 37G of the Act for the year of assessment 2017.

in the case where subsection (4AB)(a) of that section applies to the amalgamated company — every reference to $100,000 in subsection (4AA)(b) of that section; or

in the case where subsection (4AB)(b) of that section applies to the amalgamated company — the reference to $100,000 in that subsection,is a reference to the amount computed in accordance with the formula $100,000 – Y5, where Y5 is the total of every amount of expenditure for which an amalgamating company has made an election for a cash payout in lieu of a deduction or an allowance under section 37G of the Act for the year of assessment 2018.

in the case of an amalgamating company, any trade or business carried on by the amalgamated company on or after the date of amalgamation shall be deemed to have been carried on by the amalgamating company as if the amalgamating company existed on or after that date; and

in the case of the amalgamated company, any trade or business carried on by any of the amalgamating companies prior to the date of amalgamation shall be deemed to have been carried on by the amalgamated company as if the amalgamated company existed prior to that date.

an amalgamated company is a leasing company; and

all of the amalgamating companies that are leasing companies have elected under section 43F(6) of the Act for their respective incomes accruing in or derived from Singapore in respect of offshore leasing of their respective machinery or plant to be taxed at the rate prescribed by section 43(1)(a) of the Act,then the income of the amalgamated company that accrues in or is derived from Singapore in respect of offshore leasing of its machinery or plant shall be taxed at the rate prescribed by section 43(1)( a) of the Act as if the amalgamated company had made an election under section 43F(6) of the Act for the same.

an amalgamated company is a leasing company; and

one or more, but not all, of the amalgamating companies that are leasing companies have elected under section 43F(6) of the Act for their respective incomes accruing in or derived from Singapore in respect of all offshore leasing of their respective machinery or plant to be taxed at the rate prescribed by section 43(1)(a) of the Act,then the concessionary rate of tax under section 43F of the Act of the income of the amalgamated company accruing in or derived from Singapore in respect of offshore leasing of its machinery or plant shall not be affected by any such election made by any amalgamating company.

shares in a company held by or on behalf of another company shall be deemed to be held by the shareholders of that other company; and

shares held by or on behalf of the trustee of the estate of a deceased shareholder or by or on behalf of the person entitled to those shares as beneficiaries under the will or any intestacy of a deceased shareholder shall be deemed to be held by that deceased shareholder.

an amalgamating company ceases to exist upon the amalgamation in a basis period relating to any year of assessment; (b)if not for the amalgamation, the amalgamating company would have been entitled in any subsequent year of assessment to any deduction under section 37O of the Act in relation to any qualifying acquisition in section 37O(4) or (4A)(c) or (d) of the Act of ordinary shares in another company; and

the shares are transferred to the amalgamated company pursuant to the amalgamation, then section 37O of the Act shall apply as if the amalgamated company were the amalgamating company, for the purpose of allowing the deduction under sub‑paragraph (b) to the amalgamated company.

an amalgamating company (X) ceases to exist upon the amalgamation in a basis period relating to any year of assessment;

if not for the amalgamation, X would have been entitled in any subsequent year of assessment to any deduction under section 37O of the Act in relation to any qualifying acquisition in section 37O(4A)(a) or (b) of the Act of ordinary shares in another company if X had continued to exist and the conditions subsequent for the deduction were satisfied; and

the shares are transferred to the amalgamated company (Y) pursuant to the amalgamation,then section 37O of the Act applies as if Y were X, for the purpose of allowing the deduction under sub‑paragraph (b) to Y.

if the subsequent year of assessment is the year of assessment immediately after the year of assessment of the basis period in which the date of amalgamation falls —

the condition is satisfied in relation to X throughout the part of the basis period for the year of assessment of the basis period in which the date of amalgamation falls between the date of the acquisition or the first day of the basis period (as the case may be), and the date immediately before the date of amalgamation; and

the condition is satisfied in relation to Y (as if it were X) throughout the period between the date of amalgamation and the end of the basis period for that subsequent year of assessment;

if the subsequent year of assessment is any other year of assessment, the condition is satisfied in relation to Y throughout the basis period for that year of assessment.

if the subsequent year of assessment is the year of assessment immediately after the year of assessment of the basis period in which the date of amalgamation falls and the condition has been satisfied in accordance with regulation 5A(4) of the Share Acquisition Regulations before that date —

the condition remains satisfied in relation to X between the date it is satisfied and the date immediately before the date of amalgamation; and

the condition is satisfied in relation to Y (as if it were X) throughout the period between the date of amalgamation and the end of the basis period for that subsequent year of assessment;

if the subsequent year of assessment is the year of assessment immediately after the year of assessment of the basis period in which the date of amalgamation falls and the condition has not been satisfied in accordance with regulation 5A(4) of the Share Acquisition Regulations before that date — the condition is satisfied in relation to Y (as if it were X) in accordance with regulation 5A(4) of the Share Acquisition Regulations, and remains satisfied throughout the period between the date it is satisfied and the end of the basis period in which that date falls;

if the subsequent year of assessment is any other year of assessment — the condition is satisfied in relation to Y (as if it were X) throughout the basis period for that year of assessment, or the rest of the basis period in which the condition is satisfied, as the case may be.

an amalgamating company ceases to exist upon the amalgamation in a basis period relating to any year of assessment;

if not for the amalgamation, the amalgamating company would have been entitled in any subsequent year of assessment to any deduction under section 37O of the Act in relation to any qualifying acquisition in section 37O(4) or (4A)(c) or (d) of the Act of ordinary shares in another company; and

that other company is the amalgamated company,then section 37O of the Act shall apply as if the amalgamated company were the amalgamating company and with all other necessary modifications, for the purpose of allowing the deduction under sub‑paragraph (b) to the amalgamated company.

an amalgamating company (V) ceases to exist upon the amalgamation in a basis period relating to any year of assessment;

if not for the amalgamation, V would have been entitled in any subsequent year of assessment to any deduction under section 37O of the Act in relation to any qualifying acquisition in section 37O(4A)(a) or (b) of the Act of ordinary shares in another company (W) if V had continued to exist and the conditions subsequent for the deduction were satisfied; and

W is the amalgamated company,then section 37O of the Act applies as if W were V and with all other necessary modifications, for the purpose of allowing the deduction under sub‑paragraph (b) to W.

the shareholders of the amalgamated company on the date of amalgamation are substantially the same as the shareholders of the amalgamating company on the date of the qualifying acquisition of shares in the target company for which the deduction is allowed, unless the Minister or such person as he may appoint has waived this requirement for the case in question and all conditions imposed by the Minister or the person have been satisfied;

the shareholders of the amalgamated company on the first day of the year of assessment in which the deduction is to be allowed to it are substantially the same as its shareholders on the date of amalgamation; and

on the date of amalgamation, the amalgamated company carries on the same trade or business as that carried on by the amalgamating company immediately before that date.

before the amalgamation, an amalgamating company made a qualifying acquisition of ordinary shares in another company;

the target company is another amalgamating company and it ceases to exist upon the amalgamation; and

the amalgamating company mentioned in sub‑paragraph (a) continues in existence after the amalgamation as the amalgamated company.

an amalgamating company ceases to exist upon the amalgamation; and

the amalgamating company has any deduction allowed under section 37O of the Act that remains unabsorbed on the date of amalgamation by reason of an insufficiency of gains or profits chargeable for any year of assessment (referred to in this regulation as the year of assessment with the shortfall),then section 37O of the Act (other than subsection (21) of that section) shall apply as if the amalgamated company were the amalgamating company, for the purpose of allowing the unabsorbed deduction to be made against the income of the amalgamated company.

the amalgamating company was carrying on a trade or business up to the last day immediately before the date of amalgamation;

the amalgamated company continues to carry on the same trade or business on the date of amalgamation as that of the amalgamating company; and (c)the Comptroller is satisfied that —

where the date of amalgamation is before the last day of the year of assessment with the shortfall, the shareholders of the amalgamating company on the day immediately before the date of amalgamation were substantially the same as the shareholders of the amalgamated company on the first day of the year of assessment in which the unabsorbed deduction is to be allowed to the amalgamated company under this regulation; or

where the date of amalgamation is on or after the last day of the year of assessment with the shortfall, the shareholders of the amalgamating company on the last day of that year of assessment were substantially the same as the shareholders of the amalgamated company on the first day of the year of assessment in which the unabsorbed deduction is to be allowed to the amalgamated company under this regulation.

an amalgamating company made a qualifying acquisition of ordinary shares in another company;

the amalgamating company ceases to exist upon the amalgamation; and

the amalgamated company incurs capital expenditure in the form of contingent consideration in respect of that qualifying acquisition for which the amalgamating company would have been entitled to a deduction under section 37O of the Act if the amalgamation had not occurred and the amalgamating company had incurred the expenditure,then section 37O of the Act shall apply as if the amalgamated company were the amalgamating company, for the purpose of allowing the deduction referred to in sub‑paragraph (c) to the amalgamated company.

the shareholders of the amalgamated company on the date of amalgamation are substantially the same as the shareholders of the amalgamating company on the date of the qualifying acquisition of shares in the target company referred to in paragraph (1)(a), unless the Minister or such person as he may appoint has waived this requirement for the case in question and all conditions imposed by the Minister or the person have been satisfied;

the shareholders of the amalgamated company on the first day of the year of assessment in which the deduction is to be allowed to it are substantially the same as its shareholders on the date of amalgamation; and

on the date of amalgamation, the amalgamated company carries on the same trade or business as that carried on by the amalgamating company immediately before that date.

the references to “$100 million” in section 37O(11) of the Act shall each be read as a reference to the amount computed in accordance with the formula:where Z1is the aggregate of every amount of capital expenditure —

incurred by an amalgamating company for a past acquisition (whether or not for the same target company) under section 37O(4) of the Act before the date of amalgamation but during the basis period of amalgamation; and (ii)for which a deduction is allowed to the amalgamating company under section 37O of the Act or to the amalgamated company under that section read with regulation 12B or 12C;

incurred by an amalgamating company for a past acquisition (whether or not for the same target company) under section 37O(4A) of the Act before the date of amalgamation but during the basis period of amalgamation; and

for which a deduction is allowed to the amalgamating company under section 37O of the Act or to the amalgamated company under that section read with regulation 12B or 12C;

the aggregate amount referred to in section 37O(11)(b)(ii) of the Act and the sum mentioned in section 37O(11A)(b)(ii) of the Act shall be substituted with the aggregate of every amount of capital expenditure in the form of contingent consideration incurred by the amalgamated company for a qualifying acquisition of ordinary shares in another company referred to in paragraph (1), including a past acquisition referred to in that paragraph;

the reference to $5 million in section 37O(11B)(a) of the Act is a reference to the amount computed in accordance with the formula $5 million – Z3, where Z3 is the total of —

the amount determined by the formula 0.05 × A in section 37O(8) of the Act in respect of every acquisition (whether or not for the same target company) under section 37O(4) of the Act made by an amalgamating company before the date of amalgamation but during the basis period of amalgamation; and

the amount determined by the formula 0.25 × A in section 37O(8A) of the Act in respect of every acquisition (whether or not for the same target company) under section 37O(4A) of the Act made by an amalgamating company before the date of amalgamation but during the basis period of amalgamation; and

every reference to $5 million in section 37O(11B)(b) of the Act is a reference to the amount computed in accordance with the formula $5 million – Z4, where Z4 is the sum of Z3 and the total of —

the amount determined by the formula 0.05 × B in section 37O(9) of the Act in respect of every acquisition (whether or not for the same target company) under section 37O(4) of the Act made by an amalgamating company before the date of amalgamation but during the basis period of amalgamation;

the amount determined by the formula 0.25 × B in section 37O(9A) of the Act in respect of every acquisition (whether or not for the same target company) under section 37O(4A) of the Act made by an amalgamating company before the date of amalgamation but during the basis period of amalgamation;

the amount determined by the formula 0.05 × D in section 37O(10) of the Act in respect of every acquisition (whether or not for the same target company) under section 37O(4) of the Act made by an amalgamating company before the date of amalgamation but during the basis period of amalgamation; and

the amount determined by the formula 0.25 × D in section 37O(10A) of the Act in respect of every acquisition (whether or not for the same target company) under section 37O(4A) of the Act made by an amalgamating company before the date of amalgamation but during the basis period of amalgamation.

an amalgamating company ceases to exist on the date of amalgamation; (b)the qualifying period referred to in section 44 of the Economic Expansion Incentives (Relief from Income Tax) Act 1967 of the amalgamating company has expired; and (c)the amalgamating company has any investment allowance given under section 45 of that Act that remains unabsorbed on the date of amalgamation,then section 45, 46 and 46 of the Economic Expansion Incentives (Relief from Income Tax) Act 1967 shall apply, with the necessary modifications, as if the amalgamated company is the amalgamating company for the purposes of deducting the unabsorbed investment allowance against the income of the amalgamated company, subject to the conditions specified in paragraph (2).

the amalgamating company was carrying on one or more trades or businesses until the amalgamation;

the amalgamated company continues to carry on the same trade or business, or the same trades or businesses, on the date of amalgamation as that or those of the amalgamating company; and

the Comptroller is satisfied that —

where the date of amalgamation is the same as or occurs after the last day of the year of assessment for which the allowance was given to the amalgamating company under section 45 of the Economic Expansion Incentives (Relief from Income Tax) Act 1967, the shareholders of the amalgamating company on the last day of that year of assessment were substantially the same as the shareholders of the amalgamated company on the first day of the year of assessment in which the amalgamated company is claiming the unabsorbed investment allowance; or

where the date of amalgamation occurs before the last day of the year of assessment for which the allowance was given to the amalgamating company under section 45 of the Economic Expansion Incentives (Relief from Income Tax) Act 1967, the shareholders of the amalgamating company on the day immediately before the date of amalgamation were substantially the same as the shareholders of the amalgamated company on the first day of the year of assessment in which the amalgamated company is claiming the unabsorbed investment allowance.

the shareholders of the amalgamated company at any date shall not be deemed to be substantially the same as the shareholders of the amalgamating company at any other date unless, on both those dates, not less than 50% of the total number of issued shares of the amalgamated company and the amalgamating company are held by or on behalf of the same persons;

shares in the amalgamated company or amalgamating company held by or on behalf of another company shall be deemed to be held by the shareholders of the last-mentioned company; and

shares held by or on behalf of the trustee of the estate of a deceased shareholder or by or on behalf of the person entitled to those shares as beneficiaries under the will or any intestacy of a deceased shareholder shall be deemed to be held by that deceased shareholder.

an amalgamating company ceases to exist on the date of amalgamation;

the qualifying period mentioned in section 51 of the Economic Expansion Incentives (Relief from Income Tax) Act 1967 of the amalgamating company has expired; and

the amalgamating company has any integrated investment allowance given under section 52 of that Act that remains unabsorbed on the date of amalgamation,then sections 53 to 57 of that Act apply, with the necessary modifications, as if the amalgamated company is the amalgamating company for the purposes of deducting the unabsorbed integrated investment allowance against the income of the amalgamated company, subject to the conditions specified in paragraph (2).

the amalgamating company was carrying on one or more trades or businesses until the amalgamation;

the amalgamated company continues to carry on the same trade or business, or the same trades or businesses, on the date of amalgamation as that or those of the amalgamating company; and

the Comptroller is satisfied that —

where the date of amalgamation is the same as or occurs after the last day of the year of assessment for which the allowance was given to the amalgamating company under section 52 of the Economic Expansion Incentives (Relief from Income Tax) Act 1967, the shareholders of the amalgamating company on the last day of that year of assessment were substantially the same as the shareholders of the amalgamated company on the first day of the year of assessment in which the amalgamated company is claiming the unabsorbed integrated investment allowance; or

where the date of amalgamation occurs before the last day of the year of assessment for which the allowance was given to the amalgamating company under section 52 of that Act, the shareholders of the amalgamating company on the day immediately before the date of amalgamation were substantially the same as the shareholders of the amalgamated company on the first day of the year of assessment in which the amalgamated company is claiming the unabsorbed integrated investment allowance.

the shareholders of the amalgamated company at any date are not considered to be substantially the same as the shareholders of the amalgamating company at any other date unless, on both those dates, at least 50% of the total number of issued shares of the amalgamated company and the amalgamating company are held by or on behalf of the same persons;

shares in the amalgamated company or amalgamating company held by or on behalf of another company are considered to be held by the shareholders of the other company; and

shares held by or on behalf of the trustee of the estate of a deceased shareholder or by or on behalf of the person entitled to those shares as beneficiaries under the will or any intestacy of a deceased shareholder are considered to be held by that deceased shareholder.

an amalgamating company maintains its financial accounts in respect of any trade or business carried on by it in a functional currency other than Singapore dollar in accordance with financial reporting standards in Singapore; and

the amalgamating company has made an irrevocable election in writing of one of the two rates of exchanges under regulation 4(1) of the Income Tax (Functional Currency) Regulations 2004 (G.N. No. S 748/2004) for the purposes of converting the amounts referred to in regulation 2 of those Regulations denominated in Singapore dollar into an equivalent amount in a non-Singapore dollar functional currency,the rate of exchange so elected shall continue to be applicable to the amalgamated company until the amounts are fully utilised, as if the amalgamated company is the amalgamating company.

an amalgamating company ceases to exist on the date of amalgamation; and

the functional currency in which the amalgamating company maintained its accounts in respect of any trade or business carried on by it (referred to as the functional currency of the amalgamating company) differs from that of the amalgamated company (referred to as the functional currency of the amalgamated company),the rate of exchange between the 2 functional currencies on the date of amalgamation shall be used to convert into the functional currency of the amalgamated company —

any capital allowance, donation or loss of the amalgamating company remaining unabsorbed on the date of amalgamation which is denominated in the functional currency of the amalgamating company; and (ii)for the purpose of section 34C(8) and (10) of the Act, the residue of the value of any industrial building, structure, machinery or plant, or right of the amalgamating company referred to in section 16, 19, 19A, 19B, 19C or 19D of the Act which is denominated in the functional currency of the amalgamating company.