Singapore: Tax exemption for gains realised on disposals of shares extended, if not involving property development

An extension to the tax exemption available under Section 13Z has been enacted into law

An extension to the tax exemption available under Section 13Z has been enacted into law

An extension to the tax exemption available under Section 13Z has been enacted into law, but the provisions have been narrowed with regard to certain property-related businesses and real estate transactions.

As guidance for the legislative changes, the Inland Revenue Authority of Singapore reissued the relevant e-Tax Guide, Certainty of Non-taxation of Companies’ Gains on Disposal of Equity Investments (Third Edition).

Background

Gains of a capital nature are not taxable in Singapore, whereas gains of a revenue nature are taxable at the prevailing corporate tax rate of 17%.

Section 13Z introduced a tax exemption for gains realised by a divesting company in certain situations, provided that the holding is at least 20% of the ordinary share capital for a continuous period of at least 24 months.

Legislative changes

The 2020 budget announced changes to the application of Section 13Z in relation to “property development.” Effective 1 June 2022, the tax exemption under Section 13Z is no longer available with regard to the disposal of non-listed shares when the investee company is in the business of:

  • Property development (including nominated construction activities)
  • Trading in immovable property
  • Holding of immovable property that derives no income or derives passive income (regardless of the location of the immovable property)

The meaning of “property development” for these purposes includes the construction of any building, or part of a building, the acquisition of land or building for such construction, structural changes made to a building when additions and alternations are made, etc. Such work projects are limited to those that require the approval of the Commissioner of Building Control under the Building Control Act (Cap. 29) or (if carried out in a country outside of Singapore) would have required such approval if it had been carried out in Singapore.

Section 13Z application

Still, the tax exemption under Section 13Z may still apply for certain investee companies when:

  • Immovable property developed by the company is used in the conduct of its own trade or business (for instance, a self-developed industrial building used to carry on a manufacturing business, or a commercial building developed to carry on a business of letting out the units).
  • The company did not undertake any property development in Singapore or elsewhere for at least 60 consecutive months before disposal of the shares.

KPMG observation

Real estate fund managers, real estate development companies or operating companies that deal with immovable property in their trade or business need to consider the application of the new rules under Section 13Z. For taxpayers engaged in “property development” in Singapore or abroad, they need to determine whether any such activity is subject to the new rule limiting application of Section 13Z, since what may have previously been a tax-free disposal could be caught by this new rule.

The legislative change is expected to have broad application, so that businesses with properties subject to a regular refurbishment program (for instance, hotels) now may need to consider if any structural changes to currently owned properties could be considered to be “property development” and thus subject to the new rule limiting the tax exemption on disposals of shares.

Read a May 2021 report [PDF 327 KB] prepared by the KPMG member firm in Singapore

 

The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organization. KPMG International Limited is a private English company limited by guarantee and does not provide services to clients. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-à-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. For more information, contact KPMG's Federal Tax Legislative and Regulatory Services Group at: + 1 202 533 4366, 1801 K Street NW, Washington, DC 20006.