Residential Property Act 1976 · 2020 Revised Edition · Part 2 · Prohibition on Purchase or Acquisition of Residential Property by Foreign Persons
9. Position of Singapore entities with residential properties wishing to become or becoming converted entities
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A Singapore company which is the owner of any estate or interest in any residential property that is not non‑restricted residential property, whether purchased or acquired before, on or after 11 September 1973 must not, on or after 1 October 1976, become a converted foreign company without first seeking and obtaining the written approval of the Controller, in the manner provided in section 26, for such conversion and for the retention of all its estate or interest in all or in one or more of those residential properties which such Singapore company intends should remain vested in the converted foreign company upon such conversion.
Singapore company
“Singapore company” means any company which satisfies the following requirements:(a)the company is incorporated in Singapore and its directors and members are all citizens;(b)if any member of the company is another company, that other company satisfies the requirements of paragraph (a);(c)if that other company mentioned in paragraph (b) has a member which is a company, which in turn has a member which is also a company and so on, all the members of each such company consist only of any or any combination of the following:(i)citizens; and(ii)companies that satisfy the requirements of paragraphs (a) and (b); and(d)if any member of the company is a limited liability partnership, that limited liability partnership is a Singapore limited liability partnership;
A Singapore limited liability partnership which is the owner of any estate or interest in any residential property that is not non‑restricted residential property, whether purchased or acquired before, on or after 11 April 2005 must not become a converted foreign limited liability partnership without first seeking and obtaining the written approval of the Controller, in the manner provided in section 26, for such conversion and for the retention of all its estate or interest in all or in one or more of those residential properties which such Singapore limited liability partnership intends should remain vested in the converted foreign limited liability partnership upon such conversion.
Singapore limited liability partnership
“Singapore limited liability partnership” means any limited liability partnership that satisfies the following requirements:(a)the limited liability partnership is registered in Singapore under the Limited Liability Partnerships Act 2005 and all its partners are citizens;(b)if any partner of the limited liability partnership is another limited liability partnership, that other limited liability partnership satisfies the requirements under paragraph (a);(c)if that other limited liability partnership mentioned in paragraph (b) has a partner which is a limited liability partnership, which in turn has a partner which is also a limited liability partnership and so on, all the partners of each such limited liability partnership consist only of any or any combination of the following:(i)citizens; and(ii)limited liability partnerships that satisfy the requirements of paragraphs (a) and (b); and(d)if any partner of the limited liability partnership is a company, that company is a Singapore company;
A Singapore society which is the owner of any estate or interest in any residential property that is not non‑restricted residential property purchased or acquired on or after 11 September 1973 must not, on or after 1 October 1976, become a converted society without first seeking and obtaining the written approval of the Controller, in the manner provided in section 26, for such conversion and for the retention of all its estate or interest in all or in one or more of those residential properties which such Singapore society intends to retain after conversion.
Singapore society
“Singapore society” means any society formed or constituted in Singapore and registered or exempted from registration under any written law, all of whose members are citizens and all of whose trustees are either citizens or a trust company licensed under the Trust Companies Act 2005;
If the written approval sought under subsection (1), (2) or (3) is granted in respect of such conversion and for the retention of all or one or more of the residential properties in respect of which the Singapore entity sought approval, it must, either before it becomes a converted entity or within a period of 2 years from the date on which it became a converted entity, transfer to any citizen or approved purchaser all its estate or interest —
Singapore entity
“Singapore entity”, in relation to sections 9 and 26, means a Singapore company, Singapore limited liability partnership or Singapore society;
in such of its residential properties that are not non‑restricted residential properties in respect of which it has not been granted approval for retention under section 26; and
in all its other residential properties that are not non‑restricted residential properties (if any) in respect of which it did not seek approval for such retention.
If the written approval sought under subsection (1), (2) or (3) is not granted in respect of such conversion or for the retention of all of the residential properties in respect of which the Singapore entity sought approval, the Singapore entity must not become a converted entity.
converted entity
“converted entity”, in relation to sections 9 and 26, means a converted foreign company, converted foreign limited liability partnership or converted society;
If any Singapore entity becomes a converted entity in contravention of subsection (5) —
the converted entity shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000;
any person who, by virtue of section 36(3), is guilty of that offence shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both; and
the converted entity must, within a period of one year from the date on which it became a converted entity, transfer to any citizen or approved purchaser all its estate or interest in every residential property that is not non‑restricted residential property owned by it.
If any Singapore entity becomes a converted entity, without first seeking and obtaining the written approval required under subsection (1), (2) or (3) —
the converted entity shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000;
any person who, by virtue of section 36(3), is guilty of that offence shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both; and
the converted entity must, within a period of one year from the date on which it became a converted entity —
transfer all its estate or interest in all its residential properties that are not non‑restricted residential properties to any citizen or approved purchaser, other than such part of its estate or interest in respect of which it has been granted approval for retention as provided in sub‑paragraph (ii); and
seek and obtain the approval of the Minister under section 25 for the retention of such part of its estate or interest in its residential properties that are not non‑restricted residential properties as are not transferred as provided in sub‑paragraph (i).
Where —
a converted foreign company to which subsection (4) applies has not, at the expiry of a period of 2 years from the date on which it became a converted foreign company, transferred to any citizen or approved purchaser all its estate or interest in the residential properties (that are not non‑restricted residential properties) still remaining vested in it and in respect of which approval for retention was not sought or, if sought, was not granted under section 25 or 26; or
a converted foreign company to which subsection (6) or (7) applies has not, at the expiry of a period of one year from the date on which it became a converted foreign company, transferred to any citizen or approved purchaser all its estate or interest in the residential properties (that are not non‑restricted residential properties) still remaining vested in it and in respect of which approval for retention was not sought or, if sought, was not granted under section 25 or 26,the Minister may, by a direction in writing, require such converted foreign company to dispose of all its estate or interest in such remaining residential properties by transferring the same to any citizen or approved purchaser within a period of not less than 6 months from the date of service of such direction by the Minister.
A direction given by the Minister under subsection (8) must be served on the Controller and on such converted foreign company and its subsisting mortgagees or chargees (if any) who appear as such in the relevant records in the Land Titles Registry or the Registry of Deeds of the Authority, as the case may be.
At the expiry of the period of 6 months mentioned in subsection (8), the Minister may, in his or her discretion, upon application (with reasons or grounds in support) being made (not later than 30 days of such expiry) by a converted foreign company or any of its mortgagees or chargees who appear as such in the relevant records in the Land Titles Registry or the Registry of Deeds of the Authority (as the case may be), grant such extension of time as the Minister may consider fit, for the transfer to any citizen or approved purchaser of all its estate or interest in such residential properties that are not non‑restricted residential properties and in respect of which approval was not sought for the retention thereof or, if sought, was not obtained under section 25 or 26.
converted foreign company
“converted foreign company” means any Singapore company which becomes a foreign company on or after 1 October 1976 while being an owner of an estate or interest in any residential property that is not non‑restricted residential property;
Where a converted foreign company which is directed under subsection (8) to dispose of its estate or interest in any residential property does not satisfy the Controller that it has transferred the same within the period of 6 months specified in that subsection or any extended period specified in subsection (10), the Minister may issue to the Controller a notice to attach and sell the estate or interest in that property, and a copy of such notice must be served on the converted foreign company which is the owner of the estate or interest in the residential property and its subsisting mortgagees or chargees (if any) who appear as such in the relevant records in the Land Titles Registry or the Registry of Deeds of the Authority, as the case may be.
residential property
“residential property” includes —(a)any vacant land upon which no building or other structure exists or any land upon which exists any building or other structure which is constructed or used contrary to any written law;(b)any house, building or other premises or any part thereof which is permitted to be used pursuant to the Planning Act 1998 or any other written law as a dwelling house or which is lawfully so used;(c)any land zoned for residential purposes in the Master Plan; and(d)such other land or building, in whatever manner zoned in the Master Plan, as the Minister may, by notification in the Gazette, declare to be residential property for the purposes of this Act,but does not include —(e)any land, whether or not vacant, which is zoned for industrial or commercial purposes or both such purposes in the Master Plan or which is permitted to be used pursuant to the Planning Act 1998 or any other written law solely for industrial or commercial purposes or both such purposes;(f)any house, building or other premises, or any part thereof, which is permitted to be used pursuant to the Planning Act 1998 or any other written law solely for industrial or commercial purposes or both such purposes or which is lawfully so used;(g)any hotel registered under the provisions of the Hotels Act 1954; and(h)such other land or building, in whatever manner zoned in the Master Plan, as the Minister may, by notification in the Gazette, declare to be industrial, commercial or non‑residential property for the purposes of this Act;
Subsections (8) to (11) apply, with the necessary modifications, to the procedure for the disposal of any estate or interest in residential property owned by a converted foreign limited liability partnership or a converted society as those subsections apply to the procedure for the disposal of any estate or interest in residential property owned by a converted foreign company.
converted foreign limited liability partnership
“converted foreign limited liability partnership” means any Singapore limited liability partnership which becomes a foreign limited liability partnership on or after 11 April 2005 while being an owner of an estate or interest in any residential property that is not non‑restricted residential property;
A mortgagee or chargee who, on or after 1 October 1976, grants a loan or advance on a current account for a fixed term exceeding 6 months, secured by a mortgage or charge of any estate or interest in any residential property that is not non‑restricted residential property owned by a Singapore entity may, despite any prior agreement made between the mortgagee or chargee and the mortgagee’s or chargee’s respective mortgagor or chargor for the repayment of that loan or advance, call for the earlier repayment of such loan or advance or any part thereof, by giving 3 months’ prior notice in writing to the mortgagee’s or chargee’s mortgagor or chargor, if such mortgagor or chargor, having represented itself as a Singapore entity, to the mortgagee or chargee at the date of the creation of such mortgage or charge, thereafter, without the written consent of the mortgagee or chargee, becomes a converted entity.
mortgage
“mortgage” includes every instrument creating a mortgage or charge on land or a transfer of a mortgage or a sub‑mortgage;
If the repayment of the loan or advance mentioned in subsection (13) is not made on the expiry of the 3 months’ notice given by the mortgagee or chargee under that subsection, such loan or advance is deemed to be due, and thereupon the mortgagee or chargee may exercise —
any power expressly provided in the mortgage or charge;
any statutory power conferred on a mortgagee or chargee under the Conveyancing and Law of Property Act 1886, the Land Titles Act 1993 or any other written law; or
any power implied by law.