Singapore legislation

Regulation 3

of Stamp Duties (Relief from Stamp Duty upon Transfer of Assets between Associated Permitted Entities) Rules 2014

Regulation 3

Associated entities

Subregulation 1

For the purposes of these Rules, 2 permitted entities are associated with each other if the following circumstances apply:

(a)

in the case of an instrument executed during the period from 18th February 2005 to 15th January 2014 (both dates inclusive) —

(i)

one of those permitted entities is the beneficial owner (directly or indirectly) of not less than 75% of the voting capital of the other permitted entity; and where the first‑mentioned permitted entity is an indirect beneficial owner of any part of the voting capital of the other permitted entity, the first‑mentioned permitted entity has more than half of the voting power in respect of the other permitted entity; or

(ii)

a third permitted entity is a holding entity of those 2 permitted entities, and the third permitted entity is the beneficial owner (directly or indirectly) of not less than 75% of the voting capital of each of the 2 permitted entities; and where the third permitted entity is an indirect beneficial owner of any part of the voting capital of any of the 2 permitted entities, the third permitted entity has more than half of the voting power in respect of that permitted entity; and

(b)

in the case of an instrument executed on or after 16th January 2014 —

(i)

one of those permitted entities is a holding entity of the other permitted entity, and is the beneficial owner (whether directly or indirectly) of the voting capital and voting power in the other permitted entity to any extent specified in the First Schedule; or

(ii)

a third permitted entity is a holding entity of those 2 permitted entities, and is the beneficial owner (whether directly or indirectly) of the voting capital and voting power in each of those 2 permitted entities to any extent specified in the First Schedule.

Subregulation 2

For the purposes of paragraph (1)(b), where the permitted entity or a third permitted entity, as the case may be, is, through any particular chain of one or more entities (each referred to in this rule as an intermediate entity), an indirect beneficial owner of the voting capital and voting power in the other permitted entity or either of the 2 permitted entities, as the case may be (each such permitted entity referred to in this rule as the subject permitted entity), such ownership shall be disregarded unless —

(a)

each intermediate entity is a permitted entity; and

(b)

each entity in the chain, from and including the permitted entity or third permitted entity, as the case may be, up to and including the last intermediate entity that directly holds beneficial ownership of any voting capital and voting power in the subject permitted entity, is a beneficial owner of the voting capital and voting power, to any extent specified in the First Schedule —

(i)

in the next intermediate entity in the chain; and

(ii)

in the subject permitted entity.

Subregulation 3

Notwithstanding paragraphs (1)(b) and (2)(b), where the beneficial ownership of the voting capital and voting power in the subject entity held by the permitted entity or third permitted entity (to the extent specified in the First Schedule) is a cumulative total arising from a combination of —

(a)

direct beneficial ownership and any number of chains of indirect beneficial ownerships; or

(b)

any number of chains of indirect beneficial ownership,then the requirements of the First Schedule shall not apply in relation to any beneficial ownership of the voting capital and voting power in the subject entity —

(i)

held directly by the permitted entity or third permitted entity, as the case may be; or

(ii)

held directly or indirectly, as the case may be, by any intermediate entity.

Read in full context — Stamp Duties (Relief from Stamp Duty upon Transfer of Assets between Associated Permitted Entities) Rules 2014 →