§ 36B — Registered business trusts

36B.—(1) For the purposes of this Act, except as otherwise provided, references to a company include a reference to a registered business trust or, as the context requires, to the trustee‑manager of a registered business trust subject to the following modifications:(a)

sections 23 and 37 apply to a registered business trust except that —(i)

any reference to the shareholders of a company is a reference to the unitholders of a registered business trust;

(ii)

the unitholders of a registered business trust at any date are not deemed to be substantially the same as the unitholders at any other date unless, on both those dates —(A)

the same unitholders are entitled to not less than 50% of any residual profits of the registered business trust available for distribution; and

(B)

the same unitholders are entitled to not less than 50% of any residual assets of the registered business trust available for distribution on winding up;

(iii)

units in a registered business trust held by or on behalf of a company are deemed to be held by the shareholders of the company; and

(iv)

units held by or on behalf of the trustee of the estate of a deceased unitholder or by or on behalf of the person entitled to those units as beneficiaries under the will or any intestacy of a deceased unitholder are deemed to be held by that deceased unitholder;

(b)

for the purpose of section 24(1) —(i)

a body of persons is deemed to have control over a registered business trust if —(A)

the body of persons is a company and it holds more than 50% of the units in the registered business trust; or

(B)

the body of persons is another registered business trust and they hold on trust for their unitholders more than 50% of the units in the firstmentioned registered business trust;

(ii)

a registered business trust is deemed to have control over a company if —(A)

the trustee‑manager of the registered business trust holds on trust for its unitholders more than 50% of the total number of issued shares of the company; or

(B)

the unitholders of the registered business trust hold more than 50% of the total number of issued shares of the company;

(c)

for the purpose of section 37B —(i)

a registered business trust is deemed to be a Singapore company if —(A)

the registered business trust is established in Singapore; and

(B)

the trust deed of the registered business trust is executed in Singapore and is governed by Singapore law;

(ii)

any reference to ordinary share or ordinary share capital in a company is a reference to the units in a registered business trust; and

(iii)

any reference to residual assets or residual profits in a company is a reference to the residual assets and residual profits of a registered business trust;[Act 35 of 2024 wef 01/01/2024]

(d)

for the purposes of section 13W(1) and (1A), any reference in those provisions to ordinary shares or preference shares in investee companies B and B1 (each called an investee company) which are legally and beneficially owned by divesting companies A and A1 (each called a divesting company) respectively, is, in a case where the divesting company is a registered business trust, a reference to ordinary shares or preference shares in the investee company which are trust property of the registered business trust;[Act 25 of 2025 wef 08/12/2025]

(da)

section 13W(1B) does not apply to a registered business trust;[Act 25 of 2025 wef 08/12/2025]

(e)

for the purposes of sections 92J and 92L, the definitions of “employee” and “local employee” in sections 92J(7) and 92L(7) are replaced by the following definition:“local employee”, in relation to a registered business trust, means an individual —

(a)

who is a Singapore citizen or a Singapore permanent resident;

(b)

who is an employee of the trustee‑manager of the business trust for any period in the calendar year 2023 (for the purposes of section 92J) or 2024 (for the purposes of section 92L) and is on the payroll of the trustee‑manager for that period; and

(c)

whose sole duty is assisting in managing or operating the business trust,

but excludes an individual who is also a unitholder of the business trust;

[Act 25 of 2025 wef 01/02/2025]

[Act 25 of 2025 wef 08/12/2025]

(f)

for the purposes of section 92K —(i)

any reference to the ordinary shares of a company is a reference to the units in a registered business trust; and

(ii)

any reference to a subsidiary wholly-owned (directly or indirectly) by a company is to a company all the shares of which are held (directly or indirectly) for a registered business trust by its trustee-manager.[37/2014]

[Act 35 of 2024 wef 16/02/2024]

[Act 25 of 2025 wef 01/02/2025]

(2) The statutory income of a registered business trust is to be computed in accordance with section 35(11).

(3) Sections 35(15) and 43(2) do not apply to any registered business trust or unitholders of any registered business trust.

(4) In this section, “business trust”, “registered business trust”, “trustee‑manager”, “unit” and “unitholder” have the meanings given by the Business Trusts Act 2004.

—(1) For the purposes of this Act, except as otherwise provided, references to a company include a reference to a registered business trust or, as the context requires, to the trustee‑manager of a registered business trust subject to the following modifications:(a)

sections 23 and 37 apply to a registered business trust except that —(i)

any reference to the shareholders of a company is a reference to the unitholders of a registered business trust;

(ii)

the unitholders of a registered business trust at any date are not deemed to be substantially the same as the unitholders at any other date unless, on both those dates —(A)

the same unitholders are entitled to not less than 50% of any residual profits of the registered business trust available for distribution; and

(B)

the same unitholders are entitled to not less than 50% of any residual assets of the registered business trust available for distribution on winding up;

(iii)

units in a registered business trust held by or on behalf of a company are deemed to be held by the shareholders of the company; and

(iv)

units held by or on behalf of the trustee of the estate of a deceased unitholder or by or on behalf of the person entitled to those units as beneficiaries under the will or any intestacy of a deceased unitholder are deemed to be held by that deceased unitholder;

(b)

for the purpose of section 24(1) —(i)

a body of persons is deemed to have control over a registered business trust if —(A)

the body of persons is a company and it holds more than 50% of the units in the registered business trust; or

(B)

the body of persons is another registered business trust and they hold on trust for their unitholders more than 50% of the units in the firstmentioned registered business trust;

(ii)

a registered business trust is deemed to have control over a company if —(A)

the trustee‑manager of the registered business trust holds on trust for its unitholders more than 50% of the total number of issued shares of the company; or

(B)

the unitholders of the registered business trust hold more than 50% of the total number of issued shares of the company;

(c)

for the purpose of section 37B —(i)

a registered business trust is deemed to be a Singapore company if —(A)

the registered business trust is established in Singapore; and

(B)

the trust deed of the registered business trust is executed in Singapore and is governed by Singapore law;

(ii)

any reference to ordinary share or ordinary share capital in a company is a reference to the units in a registered business trust; and

(iii)

any reference to residual assets or residual profits in a company is a reference to the residual assets and residual profits of a registered business trust;[Act 35 of 2024 wef 01/01/2024]

(d)

for the purposes of section 13W(1) and (1A), any reference in those provisions to ordinary shares or preference shares in investee companies B and B1 (each called an investee company) which are legally and beneficially owned by divesting companies A and A1 (each called a divesting company) respectively, is, in a case where the divesting company is a registered business trust, a reference to ordinary shares or preference shares in the investee company which are trust property of the registered business trust;[Act 25 of 2025 wef 08/12/2025]

(da)

section 13W(1B) does not apply to a registered business trust;[Act 25 of 2025 wef 08/12/2025]

(e)

for the purposes of sections 92J and 92L, the definitions of “employee” and “local employee” in sections 92J(7) and 92L(7) are replaced by the following definition:“local employee”, in relation to a registered business trust, means an individual —

(a)

who is a Singapore citizen or a Singapore permanent resident;

(b)

who is an employee of the trustee‑manager of the business trust for any period in the calendar year 2023 (for the purposes of section 92J) or 2024 (for the purposes of section 92L) and is on the payroll of the trustee‑manager for that period; and

(c)

whose sole duty is assisting in managing or operating the business trust,

but excludes an individual who is also a unitholder of the business trust;

[Act 25 of 2025 wef 01/02/2025]

[Act 25 of 2025 wef 08/12/2025]

(f)

for the purposes of section 92K —(i)

any reference to the ordinary shares of a company is a reference to the units in a registered business trust; and

(ii)

any reference to a subsidiary wholly-owned (directly or indirectly) by a company is to a company all the shares of which are held (directly or indirectly) for a registered business trust by its trustee-manager.[37/2014]

[Act 35 of 2024 wef 16/02/2024]

[Act 25 of 2025 wef 01/02/2025]

(2) The statutory income of a registered business trust is to be computed in accordance with section 35(11).

(3) Sections 35(15) and 43(2) do not apply to any registered business trust or unitholders of any registered business trust.

(4) In this section, “business trust”, “registered business trust”, “trustee‑manager”, “unit” and “unitholder” have the meanings given by the Business Trusts Act 2004.