§ 92K — Rebate for company for listing shares on stock exchange in Singapore

92K.—(1) This section applies to a company the ordinary shares of which —(a)

are first listed on a stock exchange in Singapore on a date (called in this section the listing date) between 19 February 2025 and 31 December 2027 (both dates inclusive), by way of a primary listing or a secondary listing; and

(b)

are offered in conjunction with such listing.

(2) For the purposes of this section, the first listing of ordinary shares of a company on a stock exchange includes a relisting of ordinary shares of that company on that stock exchange, at any time after ordinary shares of that company have been delisted from that stock exchange.

Approval of approved company

(3) The company may apply to the Minister or an authorised body to be approved for the purposes of this section.

(4) An application under subsection (3) must be made within such period as the Minister or authorised body may allow, and must be accompanied by such information and documents as the Minister or authorised body may require.

(5) A company that is approved as a financial sector incentive company for the purposes of section 43J(1B), or its holding company, is not eligible to make an application under subsection (3).

(6) The Minister or authorised body may, subject to such conditions (including conditions subsequent) as the Minister or authorised body may impose, approve a company as an approved company for the purposes of this section.

(7) An approval under subsection (6) is for a single period of 5 years (called in this section the incentive period) starting from the first day of the month in which the listing date falls, and the earliest date on which an approval may take effect is 1 February 2025.

(8) It is a condition of approval of an approved company for its ordinary shares to remain listed on a stock exchange in Singapore throughout its incentive period, starting from its listing date.

(9) No approval under this section may be granted after 31 December 2027.

Tax rebate for approved company

(10) The following is to be made to an approved company:(a)

where its ordinary shares are listed on a stock exchange in Singapore by way of a primary listing in the whole or part of the basis period for a year of assessment that is within its incentive period — a rebate computed in accordance with the following formula:

where —

(i)

A is —(A)

where the ordinary shares are so listed in the whole of the basis period within its incentive period — the number of months in that basis period;

(B)

where only a part of the basis period during which the ordinary shares are so listed falls within its incentive period — the number of months in that part;

(C)

where the ordinary shares are so listed in a part of the basis period within its incentive period before the occurrence of a listing conversion — the number of months in that part before the month in which the listing conversion occurs; or

(D)

where the ordinary shares are so listed in a part of the basis period within its incentive period after the occurrence of a listing conversion — the number of months in that part beginning with the month in which the listing conversion occurs;

(ii)

B is the total number of months in the basis period; and

(iii)

C is the tax payable by the approved company for that year of assessment as determined under subsection (11);

(b)

where its ordinary shares are listed on a stock exchange in Singapore by way of a secondary listing in the whole or part of the basis period for a year of assessment that is within its incentive period — a rebate computed in accordance with the following formula:

where —

(i)

A is —(A)

where the ordinary shares are so listed in the whole of the basis period within its incentive period — the number of months in that basis period;

(B)

where only a part of the basis period during which the ordinary shares are so listed falls within its incentive period — the number of months in that part;

(C)

where the ordinary shares are so listed in a part of the basis period within its incentive period before the occurrence of a listing conversion — the number of months in that part before the month in which the listing conversion occurs; or

(D)

where the ordinary shares are so listed in a part of the basis period within its incentive period after the occurrence of a listing conversion — the number of months in that part beginning with the month in which the listing conversion occurs;

(ii)

B is the total number of months in the basis period; and

(iii)

C is the tax payable by the approved company for that year of assessment as determined under subsection (11).

(11) In subsection (10)(a)(iii) and (b)(iii), the tax payable by the approved company for a year of assessment is the amount of tax levied on the chargeable income of the approved company under Part 11 for that year of assessment (excluding any tax levied under section 43(3), (3A), (3B) and (3C)) —(a)

before making any set-off under Part 13;

(b)

before making any remission of the tax under any other provision of this Part; and

(c)

after making any deduction of tax credit under Part 14.

(12) The rebate to be made to an approved company against the tax payable for each year of assessment must not exceed —(a)

if the approved company has a market capitalisation of at least $1 billion on the listing date — $6 million; or

(b)

if the approved company has a market capitalisation of less than $1 billion on the listing date — $3 million.

(13) If a listing conversion occurs in the basis period for a year of assessment, then the maximum amount of rebate to be made to the approved company against the tax payable for that year of assessment is to be computed as follows:(a)

the rebate against the tax payable for that year of assessment, pro-rated for the period before the listing conversion, must not exceed an amount determined by , where —(i)

A is the amount mentioned in subsection (12)(a) or (b) (whichever is applicable);

(ii)

B is the number of months in the part of the basis period ending before the month in which the listing conversion occurs; and

(iii)

C is the total number of months in the basis period for the year of assessment;

(b)

the rebate against the tax payable for that year of assessment, pro-rated for the period after the listing conversion, must not exceed an amount determined by , where —(i)

A1 is —(A)

if the approved company has a market capitalisation of at least $1 billion on the date of occurrence of the listing conversion — $6 million; or

(B)

if the approved company has a market capitalisation of less than $1 billion on the date of occurrence of the listing conversion — $3 million; and

(ii)

B and C are the number of months mentioned in paragraph (a)(ii) and (iii), respectively.

(14) In this section, a listing conversion occurs when ordinary shares of an approved company which are listed by way of a primary listing on a stock exchange in Singapore, then becomes listed on that or another stock exchange in Singapore by way of a secondary listing, or vice versa.

Nomination of subsidiaries for rebate

(15) A company making an application under subsection (3) may, at any time before the application is approved —(a)

nominate for the approval of the Minister or authorised body, up to 3 of its eligible subsidiaries to which the rebate is to be made; and

(b)

where more than one eligible subsidiary is nominated, specify the order of priority in which the rebate is to be made to the nominees under subsection (26), which is to remain the same throughout the company’s incentive period.

(16) If less than 3 eligible subsidiaries are approved under subsection (15)(a), an approved company may at any time after its approval, nominate for the approval of the Minister or authorised body one or more of its other eligible subsidiaries to which the rebate is to be made, subject to the following:(a)

an approved company may not have more than 3 eligible subsidiaries approved as its nominees at any one time;

(b)

where more than one eligible subsidiary is nominated under this subsection, the approved company must in its application specify the order of priority in which the rebate is to be made to the nominees under subsection (26), which is to remain the same throughout the approved company’s incentive period;

(c)

in the order of priority mentioned in paragraph (b) —(i)

an eligible subsidiary that is approved under this subsection ranks below any other eligible subsidiary approved under subsection (15)(a); and

(ii)

an eligible subsidiary that is approved under this subsection ranks below any other eligible subsidiary whose effective date of approval is earlier than its date of approval.

(17) An approval of a nominee under subsection (15)(a) is effective from the first day of the month in which the listing date falls, or such other date as the Minister or authorised body may allow.

(18) An approval of a nominee under subsection (16) is effective from —(a)

the later of the following:(i)

the first day of the month in which the nomination is made;

(ii)

the first day of the month in which the nominee first becomes an eligible subsidiary of the approved company; or

(b)

such other date as the Minister or authorised body may allow.

(19) In this section, an “eligible subsidiary” of a company is a company that is wholly-owned (directly or indirectly) by the company and has a financial year that ends on the same day as that of the company.

(20) If any nominee approved by the Minister or authorised body (including one approved under subsection (22)) is in liquidation, ceases to carry on a trade or business in Singapore or ceases to exist at any time during the basis period for a year of assessment, then the approval of that nominee is treated as revoked as of the first day of that basis period in which the date of commencement of the liquidation or cessation falls.

(21) If any nominee approved by the Minister or authorised body (including one approved under subsection (22)) —(a)

ceases to be wholly-owned (directly or indirectly) by the approved company concerned; or

(b)

ceases to have a financial year that ends on the same day as that of the approved company,

at any time during the basis period for a year of assessment, then the approval of that nominee is treated as revoked as of the first day of that basis period.

(22) In a case mentioned in subsection (20) or (21), the approved company may, within such period as the Minister or authorised body may allow, apply to the Minister or authorised body for the approval of another of its eligible subsidiaries as a replacement nominee.

(23) An approval of the replacement nominee is effective from —(a)

the later of the following: (i)

the date the nominee being replaced is treated as revoked under subsection (20) or (21);

(ii)

the first day of the month in which the replacement nominee first becomes an eligible subsidiary of the approved company; or

(b)

such other date as the Minister or authorised body may allow,

and the replacement nominee assumes the position of the nominee being replaced in the order of priority specified under subsection (15)(b), or subsection (16)(b) read with subsection (16)(c), for the purpose of making the rebate.

(24) A company that is approved as a financial sector incentive company for the purposes of section 43J(1B), or its holding company, may not be nominated under subsection (15)(a), (16) or (22).

(25) The application under subsection (15), (16) or (22) must be accompanied by such information and documents as the Minister or authorised body may require.

(26) Where an approval is granted in respect of one or more nominees (including a replacement nominee) of an approved company, the rebate to be made to the approved company (as determined by subsections (10) to (13)) is instead to be made —(a)

first against the tax payable by the approved company in a year of assessment; and

(b)

then against the tax payable by those approved nominees in the same year of assessment in the order of priority specified under subsection (15)(b), or subsection (16)(b) read with subsection (16)(c),

until the applicable maximum amount of rebate under subsection (12)(a) or (b) or (13) (as the case may be) is reached; and subsections (10) and (11) apply with the necessary modifications to the making of the rebate against the tax payable by an approved nominee (including a replacement nominee) as they apply to the making of the rebate against the tax payable by the approved company.

Revocation of approval of approved company

(27) Section 105R applies to a failure to comply with a condition of approval (including the condition in subsection (8)) of an approved company under this section with the following modifications:(a)

a reference to a tax incentive is to a rebate under this section;

(b)

a reference to the application of a tax incentive to a person’s income is to the making of a rebate under this section against any tax payable by the approved company or its nominee;

(c)

the following subsections apply in place of section 105R(6):

“(6) Where —

(a)

a rebate has been made against the tax payable by the approved company or its nominee for a year of assessment;

(b)

the full or a part of the amount of the rebate would not have been so made if the company had no incentive period, or its incentive period had been reduced, owing to its not being an approved company under this section on any date in the basis period for that year of assessment; and

(c)

the approval is revoked under this section with effect from and including that date,

the full or part of the amount of rebate as mentioned in paragraph (b) (less any remission of tax under any provision in this Part (other than section 92)) is recoverable by the Comptroller as a debt due to the Government from the company or the nominee.

(6A) For the purpose of subsection (6) —

(a)

the amount recoverable is payable within one month after the service of a notice on the company or the nominee or such further time as the Comptroller may allow, subject to such terms and conditions as the Comptroller may impose, and in the manner stated in the notice; and

(b)

sections 57, 87(1) and (2), 89 and 90 apply to the collection and recovery by the Comptroller of that amount.”.

Miscellaneous

(28) A reference to a company in this section excludes a VCC.[Act 25 of 2025 wef 01/02/2025]

—(1) This section applies to a company the ordinary shares of which —(a)

are first listed on a stock exchange in Singapore on a date (called in this section the listing date) between 19 February 2025 and 31 December 2027 (both dates inclusive), by way of a primary listing or a secondary listing; and

(b)

are offered in conjunction with such listing.

(2) For the purposes of this section, the first listing of ordinary shares of a company on a stock exchange includes a relisting of ordinary shares of that company on that stock exchange, at any time after ordinary shares of that company have been delisted from that stock exchange.

(3) The company may apply to the Minister or an authorised body to be approved for the purposes of this section.

(4) An application under subsection (3) must be made within such period as the Minister or authorised body may allow, and must be accompanied by such information and documents as the Minister or authorised body may require.

(5) A company that is approved as a financial sector incentive company for the purposes of section 43J(1B), or its holding company, is not eligible to make an application under subsection (3).

(6) The Minister or authorised body may, subject to such conditions (including conditions subsequent) as the Minister or authorised body may impose, approve a company as an approved company for the purposes of this section.

(7) An approval under subsection (6) is for a single period of 5 years (called in this section the incentive period) starting from the first day of the month in which the listing date falls, and the earliest date on which an approval may take effect is 1 February 2025.

(8) It is a condition of approval of an approved company for its ordinary shares to remain listed on a stock exchange in Singapore throughout its incentive period, starting from its listing date.

(9) No approval under this section may be granted after 31 December 2027.

(10) The following is to be made to an approved company:(a)

where its ordinary shares are listed on a stock exchange in Singapore by way of a primary listing in the whole or part of the basis period for a year of assessment that is within its incentive period — a rebate computed in accordance with the following formula:

where —

(i)

A is —(A)

where the ordinary shares are so listed in the whole of the basis period within its incentive period — the number of months in that basis period;

(B)

where only a part of the basis period during which the ordinary shares are so listed falls within its incentive period — the number of months in that part;

(C)

where the ordinary shares are so listed in a part of the basis period within its incentive period before the occurrence of a listing conversion — the number of months in that part before the month in which the listing conversion occurs; or

(D)

where the ordinary shares are so listed in a part of the basis period within its incentive period after the occurrence of a listing conversion — the number of months in that part beginning with the month in which the listing conversion occurs;

(ii)

B is the total number of months in the basis period; and

(iii)

C is the tax payable by the approved company for that year of assessment as determined under subsection (11);

(b)

where its ordinary shares are listed on a stock exchange in Singapore by way of a secondary listing in the whole or part of the basis period for a year of assessment that is within its incentive period — a rebate computed in accordance with the following formula:

where —

(i)

A is —(A)

where the ordinary shares are so listed in the whole of the basis period within its incentive period — the number of months in that basis period;

(B)

where only a part of the basis period during which the ordinary shares are so listed falls within its incentive period — the number of months in that part;

(C)

where the ordinary shares are so listed in a part of the basis period within its incentive period before the occurrence of a listing conversion — the number of months in that part before the month in which the listing conversion occurs; or

(D)

where the ordinary shares are so listed in a part of the basis period within its incentive period after the occurrence of a listing conversion — the number of months in that part beginning with the month in which the listing conversion occurs;

(ii)

B is the total number of months in the basis period; and

(iii)

C is the tax payable by the approved company for that year of assessment as determined under subsection (11).

(11) In subsection (10)(a)(iii) and (b)(iii), the tax payable by the approved company for a year of assessment is the amount of tax levied on the chargeable income of the approved company under Part 11 for that year of assessment (excluding any tax levied under section 43(3), (3A), (3B) and (3C)) —(a)

before making any set-off under Part 13;

(b)

before making any remission of the tax under any other provision of this Part; and

(c)

after making any deduction of tax credit under Part 14.

(12) The rebate to be made to an approved company against the tax payable for each year of assessment must not exceed —(a)

if the approved company has a market capitalisation of at least $1 billion on the listing date — $6 million; or

(b)

if the approved company has a market capitalisation of less than $1 billion on the listing date — $3 million.

(13) If a listing conversion occurs in the basis period for a year of assessment, then the maximum amount of rebate to be made to the approved company against the tax payable for that year of assessment is to be computed as follows:(a)

the rebate against the tax payable for that year of assessment, pro-rated for the period before the listing conversion, must not exceed an amount determined by , where —(i)

A is the amount mentioned in subsection (12)(a) or (b) (whichever is applicable);

(ii)

B is the number of months in the part of the basis period ending before the month in which the listing conversion occurs; and

(iii)

C is the total number of months in the basis period for the year of assessment;

(b)

the rebate against the tax payable for that year of assessment, pro-rated for the period after the listing conversion, must not exceed an amount determined by , where —(i)

A1 is —(A)

if the approved company has a market capitalisation of at least $1 billion on the date of occurrence of the listing conversion — $6 million; or

(B)

if the approved company has a market capitalisation of less than $1 billion on the date of occurrence of the listing conversion — $3 million; and

(ii)

B and C are the number of months mentioned in paragraph (a)(ii) and (iii), respectively.

(14) In this section, a listing conversion occurs when ordinary shares of an approved company which are listed by way of a primary listing on a stock exchange in Singapore, then becomes listed on that or another stock exchange in Singapore by way of a secondary listing, or vice versa.

(15) A company making an application under subsection (3) may, at any time before the application is approved —(a)

nominate for the approval of the Minister or authorised body, up to 3 of its eligible subsidiaries to which the rebate is to be made; and

(b)

where more than one eligible subsidiary is nominated, specify the order of priority in which the rebate is to be made to the nominees under subsection (26), which is to remain the same throughout the company’s incentive period.

(16) If less than 3 eligible subsidiaries are approved under subsection (15)(a), an approved company may at any time after its approval, nominate for the approval of the Minister or authorised body one or more of its other eligible subsidiaries to which the rebate is to be made, subject to the following:(a)

an approved company may not have more than 3 eligible subsidiaries approved as its nominees at any one time;

(b)

where more than one eligible subsidiary is nominated under this subsection, the approved company must in its application specify the order of priority in which the rebate is to be made to the nominees under subsection (26), which is to remain the same throughout the approved company’s incentive period;

(c)

in the order of priority mentioned in paragraph (b) —(i)

an eligible subsidiary that is approved under this subsection ranks below any other eligible subsidiary approved under subsection (15)(a); and

(ii)

an eligible subsidiary that is approved under this subsection ranks below any other eligible subsidiary whose effective date of approval is earlier than its date of approval.

(17) An approval of a nominee under subsection (15)(a) is effective from the first day of the month in which the listing date falls, or such other date as the Minister or authorised body may allow.

(18) An approval of a nominee under subsection (16) is effective from —(a)

the later of the following:(i)

the first day of the month in which the nomination is made;

(ii)

the first day of the month in which the nominee first becomes an eligible subsidiary of the approved company; or

(b)

such other date as the Minister or authorised body may allow.

(19) In this section, an “eligible subsidiary” of a company is a company that is wholly-owned (directly or indirectly) by the company and has a financial year that ends on the same day as that of the company.

(20) If any nominee approved by the Minister or authorised body (including one approved under subsection (22)) is in liquidation, ceases to carry on a trade or business in Singapore or ceases to exist at any time during the basis period for a year of assessment, then the approval of that nominee is treated as revoked as of the first day of that basis period in which the date of commencement of the liquidation or cessation falls.

(21) If any nominee approved by the Minister or authorised body (including one approved under subsection (22)) —(a)

ceases to be wholly-owned (directly or indirectly) by the approved company concerned; or

(b)

ceases to have a financial year that ends on the same day as that of the approved company,

at any time during the basis period for a year of assessment, then the approval of that nominee is treated as revoked as of the first day of that basis period.

(22) In a case mentioned in subsection (20) or (21), the approved company may, within such period as the Minister or authorised body may allow, apply to the Minister or authorised body for the approval of another of its eligible subsidiaries as a replacement nominee.

(23) An approval of the replacement nominee is effective from —(a)

the later of the following: (i)

the date the nominee being replaced is treated as revoked under subsection (20) or (21);

(ii)

the first day of the month in which the replacement nominee first becomes an eligible subsidiary of the approved company; or

(b)

such other date as the Minister or authorised body may allow,

and the replacement nominee assumes the position of the nominee being replaced in the order of priority specified under subsection (15)(b), or subsection (16)(b) read with subsection (16)(c), for the purpose of making the rebate.

(24) A company that is approved as a financial sector incentive company for the purposes of section 43J(1B), or its holding company, may not be nominated under subsection (15)(a), (16) or (22).

(25) The application under subsection (15), (16) or (22) must be accompanied by such information and documents as the Minister or authorised body may require.

(26) Where an approval is granted in respect of one or more nominees (including a replacement nominee) of an approved company, the rebate to be made to the approved company (as determined by subsections (10) to (13)) is instead to be made —(a)

first against the tax payable by the approved company in a year of assessment; and

(b)

then against the tax payable by those approved nominees in the same year of assessment in the order of priority specified under subsection (15)(b), or subsection (16)(b) read with subsection (16)(c),

until the applicable maximum amount of rebate under subsection (12)(a) or (b) or (13) (as the case may be) is reached; and subsections (10) and (11) apply with the necessary modifications to the making of the rebate against the tax payable by an approved nominee (including a replacement nominee) as they apply to the making of the rebate against the tax payable by the approved company.

(27) Section 105R applies to a failure to comply with a condition of approval (including the condition in subsection (8)) of an approved company under this section with the following modifications:(a)

a reference to a tax incentive is to a rebate under this section;

(b)

a reference to the application of a tax incentive to a person’s income is to the making of a rebate under this section against any tax payable by the approved company or its nominee;

(c)

the following subsections apply in place of section 105R(6):

“(6) Where —

(a)

a rebate has been made against the tax payable by the approved company or its nominee for a year of assessment;

(b)

the full or a part of the amount of the rebate would not have been so made if the company had no incentive period, or its incentive period had been reduced, owing to its not being an approved company under this section on any date in the basis period for that year of assessment; and

(c)

the approval is revoked under this section with effect from and including that date,

the full or part of the amount of rebate as mentioned in paragraph (b) (less any remission of tax under any provision in this Part (other than section 92)) is recoverable by the Comptroller as a debt due to the Government from the company or the nominee.

(6A) For the purpose of subsection (6) —

(a)

the amount recoverable is payable within one month after the service of a notice on the company or the nominee or such further time as the Comptroller may allow, subject to such terms and conditions as the Comptroller may impose, and in the manner stated in the notice; and

(b)

sections 57, 87(1) and (2), 89 and 90 apply to the collection and recovery by the Comptroller of that amount.”.

(28) A reference to a company in this section excludes a VCC.[Act 25 of 2025 wef 01/02/2025]