In March 2017, there were two important amendments to the Stamp Duties Act (SDA), duty on share transfers and duty on property sale and purchase through company.
The speaker gave an update on Section 22(1)(b) of the SDA with regards to the nuances on the application of the new amendment on the stamp duty on contract and agreement for transfer of shares. One needs to be cautious on the incidence of the duty when executing the share sale agreements. An interesting point that was brought up for discussion was, whether the transfer of a foreign company share is exempt. It is uncertain at this juncture and cases are being presented to IRAS for consideration as it arises.
A new Section 23 was introduced to close a gap on the acquisition and disposal of residential properties which are held by company. In situation where the property holding company transfers the residential property, an additional conveyancing duty is imposed. The additional conveyancing duty rate for the seller is at 12% and for the buyer is at 15%. With the new additional conveyancing duty rates, one needs to be careful in planning for acquisition and disposal of residential property held in company.
The speaker also shared an interesting case involving a transfer of property by a charitable purpose trust. The case shared is Zhao Hui Fang and Ors v COSD (2017 SGHC 105). This case involved the imposition of additional buyer stamp duties when the charitable trust transferred the residential property. The High Court deliberated on the concept of beneficial ownership in a context of a trust and held that charitable trusts were trusts for purposes and not for persons. The High Court held that trustees of a charitable purpose trust were not an “entity” within the definition set out in the SDA and the registration of the charitable purpose trust as a charity did not give the trust an institutional character and hence the trust is not an “entity” for purposes of the SDA.
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Contributed by:
Ms. Goh Seow Chee
Managing Director, Wealth Advisory Group; J.P. Morgan