Stamp Duty for Variable Capital Companies in Singapore

Read about stamp duty for shares and who should pay stamp duty in Types of Taxes to be Aware of in Singapore. This article is specifically about stamp duty affecting Variable Capital Companies in Singapore.

What is a Variable Capital Company?

A Variable Capital Company or VCC is a new corporate structure which came into effect in 2020. It allows for the set up of a single fund (non-umbrella VCC) or an umbrella fund (umbrella VCC). The latter can consist of at least 2 sub-funds.

A VCC is subject to Singapore tax laws, thus the sub-funds of an umbrella fund are treated as separate persons for stamp duty purposes. This is based on the principle that the sub-fund have segregated assets and liabilities.

More articles on the VCC here: Understanding the VCC in Singapore

Stamping deadline for VCCs

The deadline is similar to those imposed on any tax resident, which is any time before a document is signed. If otherwise, the following applies:

• It is stamped within 14 days after signing (in Singapore)
• It is stamped within 30 days after receiving the document (signed abroad)

Stamp duty rates for VCCs

Regardless of what a VCC structure is, the stamp duty rate is the same. Here is the full list of rates for BSD, ABSD, SSD, ACD, share duty, lease duty and mortgage duty. 

Documents subject to Stamp Duty

A VCC may buy or sell properties, stocks or shares with external parties in Singapore during its course of operations. These activities may involve certain documents or instruments. Two examples of instruments are contracts for the sale and purchase of a property and conveyance direction.

The instruments executed by VCCs (both non-umbrella, and umbrella for its sub-fund) for these purposes are considered dutiable:

• Acquisition or disposal of immovable properties 
• Acquisition of stock or shares 
• Acquisition or disposal of equity interests in property-holding entities 
• Lease of immovable properties 
• Mortgage of immovable properties or stock or shares 

Each of the above is subject to different kinds of stamp duty liability. See the table below:

But what if the transaction is between sub-funds within an umbrella VCC, or between an umbrella VCC with its sub-fund? The following sections touch on this issue.

Stamp Duty on Instruments Between (i) an Umbrella VCC and its Sub-funds, or (ii) Sub-funds of the Same Umbrella VCC

The same Stamp Duty rates apply here as well. The VCC Act governs all of a VCC’s activities in Singapore. Section 30 of the Act provides that an umbrella VCC acting for its sub-fund is required to state the relevant details of the sub-fund in the instrument.

Let’s take the purchase/disposal of chargeable assets as an example for the following situations:

• If an umbrella VCC does not provide its sub-fund’s details in the instrument for the acquisition, the purchase will be considered as being made by the umbrella VCC for its own purpose. Thus, any subsequent instrument executed from the umbrella VCC to its sub-fund will attract another set of duties.
• If the sub-fund details are stated in the instrument, the acquisition will be taken as being made by the umbrella VCC for the purpose of the said sub-fund. Thus, any subsequent instrument executed passes the interests in the chargeable assets from the sub-fund to the umbrella VCC or to another sub-fund of the same umbrella VCC will be subject to stamp duties.

The umbrella VCC must give a notice to the Commissioner of Stamp Duties within 14 days of the transaction with its sub-fund or between its sub-funds in the event that:

1. it effects an acquisition or a disposal, with or between its sub-funds in a manner that is not evidenced or signified by an instrument; and
2. had that acquisition or disposal been effected, evidenced or signified by an instrument, the instrument would have been chargeable with duty.

That notice shall be chargeable with stamp duties accordingly.

Failure to provide notice within 14 days is an offence. On conviction, the VCC must pay a fine of up to 4 times the amount of duty payable. 

Stamp Duty on Instruments Involving Shares in a Non-Umbrella VCC or an Umbrella VCC

As with the acquisition of shares in any other company, instruments for the acquisition of shares in a VCC or that of a specific sub-fund are also subject to share duty. The share duty is calculated based on the higher of the consideration or the value (e.g. net asset value) of the shares acquired.

The Additional Conveyance Duties (ACD) is application on top of the share duty if the non-umbrella VCC or sub-fund is a property-holding entity and there is a qualifying acquisition or disposal. In this instance, a copy of the instrument which effects the qualifying acquisition or disposal, and all other required information, to the Commissioner of Stamp Duties.

The deadline for submission to the Commissioner is within 14 days after the date of execution of the instrument (if executed in Singapore) or 30 days after the date of receipt of the instrument in Singapore (if executed overseas).

The calculation for the ACD is based on the market value of the VCC’s or sub-fund’s underlying residential properties at the time of the qualifying acquisition/disposal.

Stamp Duty on Cancellation and Issuance of Shares in a Non-Umbrella VCC or an Umbrella VCC

For cancellation and issuance, share duty is not chargeable unless it is to effect a disposal of the shares by a transferor to a transferee.

In this case, the cancellation of shares held by the transferor and the issuance of new shares in the non-umbrella VCC or umbrella VCC to the transferee will be treated as a transfer of shares under section 33 of the Stamp Duties Act (Cap. 312).

Share duty will then be charged accordingly, and the relevant documentation on the cancellation and issuance must be submitted to the Commissioner of Stamp Duties within 14 days after the date of issuance of the shares.

If the VCC (whether umbrella or non-umbrella) is a property-holding entity, the cancellation or issuance of shares of the VCC may also attract ACD if the transferor or transferee (as the case may be) is or becomes a significant owner (after taking into account the interests which their associates may own).

However, if the Commissioner of Stamp Duties is of the opinion that the variation of capital results in changes in the holding of the equity interests which could not reasonably be prevented, ACD would not be charged on the cancellation or issuance of the shares. Such cases will be considered on a case-by-case basis. 

Wrap Up

Since a sub-fund is treated as an individual corporate entity, instruments executed by a sub-fund are dutiable. Similarly, an umbrella VCC is also an entity on its own while being a holding company for its sub-funds. This makes any transaction of shares or chargeable assets between both dutiable. 

More related articles on corporate tax:

• 6 Reasons Companies Should Use Corporate Tax Services
• 2020 Guide on How to Reduce Corporate Tax in Singapore
• Tips for Corporate Tax Filing for YA2020
• Types of Taxes to be Aware of in Singapore
• What is Withholding Tax in Singapore? 
• About Tax Residency of a Company in Singapore
• Tax Residency Certificate in Singapore – Why Apply and How
• What is a Tax Reclaim Form?