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The Companies (Amendment) Bill and the Limited Liability Partnerships (Amendment) Bill were passed in Parliament on 10 March 2017. The amendments are part of efforts to strengthen Singapore as an international centre for debt restructuring and to ensure that Singapore's corporate regulatory regime remains internationally competitive and continues to stay robust.
The key legislative changes that took effect from 31 March 2017 included requiring companies and limited liability partnerships ("LLPs") to maintain registers of controllers at prescribed places, and requiring liquidators to retain records of wound up companies and LLPs for five years instead of two. To take effect within the first half of 2017 is the introduction of an inward re-domiciliation regime in Singapore to allow foreign corporate entities to transfer or re-domicile their registration in a foreign jurisdiction to Singapore, instead of the current practice of setting up a Singapore-incorporated subsidiary.
The key changes targeted to be implemented in early 2018 include the alignment of timelines for holding annual general meetings ("AGMs") and filing annual returns with the financial year end ("FYE") for companies, and exempting all private companies from holding AGMs subject to specified conditions and safeguards.
Click here to read our client update that we issued when both Bills were introduced in Parliament. More information can also be found on the ACRA website.
On 10 March 2017, the Stamp Duties (Amendment) Bill was read and passed in Parliament. The legislative amendments took effect on 11 March 2017.
In summary, the holding period for which Seller's Stamp Duty will apply was reduced from 4 years to 3, with the stamp duty rate payable being reduced by 4% for each year. The total debt servicing ratio ("TDSR") will also no longer be applicable to borrowers who take up loans secured on their residential properties, but which are not taken for the purchase of the property, where the loan does not exceed 50% of the property's value.
The Government also introduced the payment of stamp duty for the sale and purchase of equity interest in property holding entities ("PHE"). The stamp duty, known as Additional Conveyance Duty, is applicable to significant owners of equity interest in PHEs, which include companies (whether incorporated in Singapore or not), partnerships, limited liability partnerships and property trusts.
Click here to read our client update.
The Monetary Authority of Singapore ("MAS") is proposing to set up a legislative framework for a new corporate structure that is tailored for collective investment schemes ("CIS"). The consultation ends on 24 April 2017.
The new structure will be known as the Singapore Variable Capital Company or S-VACC, and it seeks to provide an alternative to incorporating a company under the Companies Act for the constitution of CIS in Singapore. It aims to provide investment managers greater flexibility and allow CIS to consolidate the fund domicile with the respective fund management activities.
The proposed S-VACC framework is intended to cater to both open-ended and closed-end investment funds, and allow for segregation of assets and liabilities of sub-funds within an umbrella structure.
Click here for more details.
The Singapore Exchange ("SGX") has issued a consultation paper on a possible listing framework for dual class shares ("DCS"). The consultation ends on 17 April 2017.
The consultation seeks feedback on whether there should be admission criteria over and above current Mainboard prerequisites such as a minimum market capitalisation of S$500 million, and possible safeguards against the risk of entrenchment of the controlling shareholder and the risk of expropriation where the controlling shareholder can further his own interest at the expense of other shareholders.
Click here to read our update on the public consultation.
In February 2017, the Monetary Authority of Singapore ("MAS") published a consultation paper proposing a simplified authorisation process and regulatory framework for managers of venture capital funds (VC managers). The consultation ended on 15 Mar 2017.
In summary, MAS intends to simplify the authorisation process and regulatory regime for VC managers. The simplified regime takes into account the extent of contractual safeguards that are already present in typical fund management contracts negotiated by VC managers' sophisticated investor base.
Click here to read our update on this.
On 20 February 2017, during the Budget 2017 speech, Minister for Finance Mr Heng Swee Keat announced the government's plans to introduce carbon tax in Singapore starting from 2019.
Click here to read more about the new carbon tax and the impacts it may have on businesses operating in Singapore.
The Retirement and Re-employment (Amendment) Bill was passed on 9 January 2017. The 3 key changes to the Retirement and Re-employment Act that will take effect on 1 July 2017 are as follows:
- the re-employment age will be raised from 65 to 67;
- a new option to allow re-employment by another employer will be introduced; and
- removal of the existing option of employers to cut wages of employees at age 60.
Click here for more details.
To appeal against a decision of the court, a litigant has to provide security for costs in order to cover the potential costs the respondent may incur in arguing the appeal. In Yuanta Asset Management International Limited v Telemedia Pacific Group Limited, the Court examined security for costs issues in the context of foreign litigants, and when this might warrant a higher quantum of security.
Click here to read our client update.
Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only
intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice.
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Rajah & Tann Singapore LLP
9 Straits View Marina One West Tower #06-07 Singapore 18937 Republic of Singapore http://sg.rajahtannasia.com
Contacts: Francis Xavier, SC, PBMPartnerD +65 62320551francis.xavier@rajahtann.comChia Kim HuatPartnerD +65 62320464kim.huat.chia@rajahtann.comAndrew CL OngPartnerD (65) 62320259andrew.c.ong@rajahtann.comHoward CheamPartnerD +65 62320685howard.cheam@rajahtann.comRajah & Tann Asia is a network of legal practices based in Asia. | Member firms are independently constituted and regulated in accordance with relevant local legal requirements. Services provided by a member firm are governed by the terms of engagement between the member firm and the client. | This update is solely intended to provide general information and does not provide any advice or create any relationship, whether legally binding or otherwise. Rajah & Tann Asia and its member firms do not accept, and fully disclaim, responsibility for any loss or damage which may result from accessing or relying on this update. |
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