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Conditions for relief from ad valorem stamp duty upon reconstruction or amalgamation of companies

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

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—(1) Subject to paragraph (3), the conditions for relief from ad valorem stamp duty in respect of a scheme for the reconstruction of any company or companies or the amalgamation of companies referred to in section 15(1) of the Act are as follows:(a)that a company with limited liability (referred to in these Rules as the transferee company) —(i)is to be registered;(ii)has been incorporated; or(iii)has increased its capital,with a view to the acquisition either of the undertaking, or of not less than 90% of the reckonable share capital, of any particular existing company for valuable consideration at the open market value; (b)that not less than 90% of the consideration for the acquisition (except such part thereof as consists in the transfer to or discharge by the transferee company of liabilities of the existing company) consists of —(i)where an undertaking is to be acquired, the issue of shares in the transferee company to the existing company or to the shareholders of the existing company; or(ii)where reckonable share capital is to be acquired, the issue of shares in the transferee company to the shareholders of the existing company in exchange for the shares held by the shareholders in the existing company;(c)that the claim for relief from duty is made —(i)in a case where the instrument in question is executed in Singapore, within 14 days after such execution; and(ii)in a case where the instrument in question is executed outside Singapore, within 30 days after such execution;(d)that where the claim for relief from duty is made before the execution of the instrument in question, the instrument is executed within 4 months after any indication by the Commissioner that the duty will not be chargeable on the instrument on the basis of the likelihood of the other conditions being satisfied.(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.(3) Where the transferee company is wholly associated with the existing company, then —(a)notwithstanding paragraph (1)(a), the reference to valuable consideration at the open market value may be read as a reference to valuable consideration at the existing company’s book value;(b)notwithstanding paragraph (1)(b), any part or the whole of the consideration for the acquisition in question (including such part thereof as consists in the transfer to or discharge by the transferee company of liabilities of the existing company) may be paid in cash; and(c)the Commissioner may, in his discretion and subject to such terms and conditions as he may impose, extend any period referred to in paragraph (1)(c) and (d) if, in unavoidable circumstances —(i)in the case of paragraph (1)(c), the claim for relief could not be made within the 14‑day or 30‑day period, as the case may be; and(ii)in the case of paragraph (1)(d), the instrument could not be executed within the 4‑month period.(4) For the purposes of paragraph (3), the transferee company shall be taken to be wholly associated with the existing company if —(a)either one of the companies is the beneficial owner (directly or indirectly) of 100% of the reckonable share capital of the other company; and where the first‑mentioned company is an indirect beneficial owner of 100% of the reckonable share capital of the other company, the first‑mentioned company has 100% of the voting power in respect of the other company; or(b)a third company is the beneficial owner (directly or indirectly) of 100% of the reckonable share capital of each of the transferee company and the existing company; and where the third company is an indirect beneficial owner of 100% of the reckonable share capital of the transferee company or the existing company, the third company has 100% of the voting power in respect of that company.

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