Singapore legislation
Regulation 2
Regulation 2
Definitions
In these Rules, unless the context otherwise requires —“asset”, in relation to a transfer, conveyance or assignment of the asset by a transferor entity as referred to in rule 4, means any of the following:
immovable property or any interest thereof held by the entity;
stocks or any interest thereof of any company held by the entity;
in the case of an instrument executed on or after 1st January 2006, interest under any mortgage or debenture held by the entity;“common holding entity”, in relation to 2 other permitted entities, means the permitted entity that is a holding entity of both of those other entities;“first common holding entity”, in relation to 2 other permitted entities, means the permitted entity that is a common holding entity of both of those other entities but is not a holding entity of any other common holding entity of both of those other entities;“group”, in relation to entities, means a group of 2 or more entities where each entity —
is a holding entity of the other or any of the other entities; or
has the other or one of the other entities as its holding entity,or both;“holding entity”, in relation to another permitted entity —
in the case of an instrument executed during the period from 18th February 2005 to 15th January 2014 (both dates inclusive) —
where the other permitted entity is a company (whether with limited liability or otherwise), has the same meaning as in section 5(4) of the Companies Act (Cap. 50) read with section 5(1)(a) or (b) thereof (with the necessary modifications for a holding entity that is a permitted entity other than a corporation); and
where the other permitted entity is a limited liability partnership, means the permitted entity that controls more than half of the voting power in the limited liability partnership, whether directly or through any intermediary that is a permitted entity; and
in the case of an instrument executed on or after 16th January 2014, means a permitted entity that controls more than half of the voting power in the other permitted entity, whether directly or through any intermediary that is a permitted entity;“immediate holding entity”, in relation to another permitted entity —
in the case of an instrument executed during the period from 18th February 2005 to 15th January 2014 (both dates inclusive) —
where the other permitted entity is a company (whether with limited liability or otherwise), has the same meaning as in section 5(4) of the Companies Act read with section 5(1)(a) thereof (with the necessary modifications where the immediate holding entity is a permitted entity other than a corporation); and
where the other permitted entity is a limited liability partnership, means the permitted entity that controls more than half of the voting power in the limited liability partnership directly and not through any intermediary; and
in the case of an instrument executed on or after 16th January 2014, means a permitted entity that controls more than half of the voting power in the other permitted entity directly and not through any intermediary;“permitted entity” means —
in the case of an instrument executed during the period from 18th February 2005 to 14th February 2007 (both dates inclusive), a company with limited liability; and
in the case of an instrument executed on or after 15th February 2007 —
a company;
a statutory body; or
a limited liability partnership where the contributed capital of the partnership is entirely held by permitted entities;“reckonable share capital” means all the issued share capital (by whatever name called) of a company other than issued share capital which consists of shares that do not entitle the holder thereof to the right to vote at a general meeting;“transferee entity” means a permitted entity to whom any beneficial interest in an asset is transferred, conveyed or assigned;“transferor entity” means a permitted entity by whom any beneficial interest held by it in an asset is transferred, conveyed or assigned;“ultimate holding entity” means a permitted entity that —
is the holding entity of another permitted entity; and
does not have a holding entity;“voting capital” means —
in relation to a company, its reckonable share capital; and
in relation to a limited liability partnership, its capital that has been contributed to the partnership by its partners.
Definition
“asset”, in relation to a transfer, conveyance or assignment of the asset by a transferor entity as referred to in rule 4, means any of the following:
immovable property or any interest thereof held by the entity;
stocks or any interest thereof of any company held by the entity;
in the case of an instrument executed on or after 1st January 2006, interest under any mortgage or debenture held by the entity;
Definition
“common holding entity”, in relation to 2 other permitted entities, means the permitted entity that is a holding entity of both of those other entities;
Definition
“first common holding entity”, in relation to 2 other permitted entities, means the permitted entity that is a common holding entity of both of those other entities but is not a holding entity of any other common holding entity of both of those other entities;
Definition
“group”, in relation to entities, means a group of 2 or more entities where each entity —
is a holding entity of the other or any of the other entities; or
has the other or one of the other entities as its holding entity,or both;
Definition
“holding entity”, in relation to another permitted entity —
in the case of an instrument executed during the period from 18th February 2005 to 15th January 2014 (both dates inclusive) —
where the other permitted entity is a company (whether with limited liability or otherwise), has the same meaning as in section 5(4) of the Companies Act (Cap. 50) read with section 5(1)(a) or (b) thereof (with the necessary modifications for a holding entity that is a permitted entity other than a corporation); and
where the other permitted entity is a limited liability partnership, means the permitted entity that controls more than half of the voting power in the limited liability partnership, whether directly or through any intermediary that is a permitted entity; and
in the case of an instrument executed on or after 16th January 2014, means a permitted entity that controls more than half of the voting power in the other permitted entity, whether directly or through any intermediary that is a permitted entity;
Definition
“immediate holding entity”, in relation to another permitted entity —
in the case of an instrument executed during the period from 18th February 2005 to 15th January 2014 (both dates inclusive) —
where the other permitted entity is a company (whether with limited liability or otherwise), has the same meaning as in section 5(4) of the Companies Act read with section 5(1)(a) thereof (with the necessary modifications where the immediate holding entity is a permitted entity other than a corporation); and
where the other permitted entity is a limited liability partnership, means the permitted entity that controls more than half of the voting power in the limited liability partnership directly and not through any intermediary; and
in the case of an instrument executed on or after 16th January 2014, means a permitted entity that controls more than half of the voting power in the other permitted entity directly and not through any intermediary;
Definition
“permitted entity” means —
in the case of an instrument executed during the period from 18th February 2005 to 14th February 2007 (both dates inclusive), a company with limited liability; and
in the case of an instrument executed on or after 15th February 2007 —
a company;
a statutory body; or
a limited liability partnership where the contributed capital of the partnership is entirely held by permitted entities;
Definition
“reckonable share capital” means all the issued share capital (by whatever name called) of a company other than issued share capital which consists of shares that do not entitle the holder thereof to the right to vote at a general meeting;
Definition
“transferee entity” means a permitted entity to whom any beneficial interest in an asset is transferred, conveyed or assigned;
Definition
“transferor entity” means a permitted entity by whom any beneficial interest held by it in an asset is transferred, conveyed or assigned;
Definition
“ultimate holding entity” means a permitted entity that —
is the holding entity of another permitted entity; and
does not have a holding entity;
Definition
“voting capital” means —
in relation to a company, its reckonable share capital; and
in relation to a limited liability partnership, its capital that has been contributed to the partnership by its partners.