Singapore Stamp Duties
Generally, Singapore stamp duty will be payable on all instruments relate to transfer of shares in Singapore incorporated companies and shares of foreign companies maintained in a register in Singapore, or immovable properties in Singapore.
The conveyance, assignment or transfer on sale of any stock or shares (other than those public listed companies on the Singapore Exchange whose shares are held on a scripless basis in the Central Depository Pte Ltd which are exempted) is subject to stamp duty payable of S$0.20 on every S$100 or any part thereof of the value of consideration or net asset value of the shares, whichever is the higher.
The stamp duty payable on conveyance, assignment or transfer of immovable property in Singapore is as follows:
Mergers & Acquisitions (“M&A”) Scheme
In the Budget 2010, the Singapore Government introduced the M&A Scheme to allow the acquiring company to claim M&A deduction and stamp duty relief on qualifying M&A completed from 1 April 2010 to 31 March 2015.
The M&A deduction is 5% of up to S$100 million of the acquisition value of all qualifying M&A per YA. The M&A deduction is claimable over 5 years. The stamp duty relief on the transfer of ordinary shares for qualifying M&A is capped at S$200,000 of stamp duty per financial year. Transaction costs are neither tax deductible nor claimable as an allowance for Singapore tax purposes.
To further support companies carrying out M&A, the Minister has proposed to enhance the M&A Scheme in his 2012 Budget Statement on 17 February 2012, as follows:
200% tax allowance on the transaction costs on qualifying acquisition will be allowed in 1 year, subject to an expenditure cap of S$100,000 per YA.
Qualifying acquisitions will include:
the acquiring company may acquire shares of the target company through multiple tiers, instead of one tier, of its wholly owned subsidiaries; and
the relevant conditions that the target company has to satisfy may now be satisfied by any of the multiple tiers of wholly-owned subsidiaries of the target company.
The M&A Scheme will be available as an added feature for existing Headquarter incentive schemes on a case-by-case basis. Given that the companies under the Headquarter incentive schemes are held by an ultimate holding company that is incorporated and tax resident outside of Singapore, the condition that the acquiring company must be held by an ultimate holding company incorporated in, and a tax resident of, Singapore may be waived subject to conditions.
The EDB will be administering this waiver. All other existing terms and conditions of the M&A Scheme continue to apply.
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