Singapore legislation
Regulation 7
Regulation 7
Subsequent disallowance of relief for instruments executed on or after 16th January 2014
Subregulation 1
The matters referred to in section 15(3)(b) of the Act in relation to any instrument referred to in rule 4(a)(ii) are any of the following:
the transferor entity and the transferee entity cease to be associated with each other within 2 years from the date of execution of the instrument (referred to in this rule as the initial period) by reason of a change in the percentage of beneficial ownership of the voting capital or voting power, as the case may be —
if the transferor entity and the transferee entity were associated with each other in the circumstances referred to in rule 3(1)(b)(i), held by the transferor entity in the transferee entity; or
if the transferor entity and the transferee entity were associated with each other in the circumstances referred to in rule 3(1)(b)(ii), held by the holding entity of the transferor entity and the transferee entity in either or both of those entities,unless such change is in consequence of —
a reconstruction or an amalgamation; or
a liquidation or winding up of the transferor entity or the transferee entity where the conditions specified in the Fourth Schedule are satisfied or where the Commissioner has waived in writing compliance with those conditions;
the transferee entity disposes of the asset that it has acquired within the initial period, unless such disposal is in consequence of —
a reconstruction or an amalgamation; or
a liquidation or winding up of the transferee entity where —
the assets of the transferee entity are distributed in specie to the immediate holding entity of the transferee entity; and (B)for the entire of the initial period, the immediate holding entity retains all those assets and remains associated with the transferor entity;
unless the Commissioner otherwise allows, the legal interest in the asset is not transferred to the transferee entity within a period of 12 months after the date of execution of the instrument.
Subregulation 2
In this rule, the liquidation of a transferor entity or a transferee entity that is a private company includes the conversion, on or after 16th January 2014, of the entity to a limited liability partnership pursuant to section 21 of the Limited Liability Partnerships Act (Cap. 163A), unless, following the conversion, the transferor entity or the transferee entity (as the case may be) ceases to be associated with the limited liability partnership within the meaning of rule 3(1)(b).