MinLaw refines two criteria for qualifying certificate exemption

Victor Kang30 Jun 2021

Publicly listed developers with shares that are held by Singapore shareholders via white-listed nominee companies will now be counted towards fulfilling the shareholding interest criterion. Collective interest held by members of the same family may also be considered, subject to certain criteria.

The Ministry of Law (MinLaw) on Tuesday (29 June) unveiled two refinements to the criteria for exemption from the Qualifying Certificate (QC) regime for publicly listed housing developers with substantial connection to Singapore.

Specifically, the shares that are held via white-listed nominee companies held by Singapore shareholders will now be counted towards fulfilling the shareholding interest criterion.

Under this refinement, the Singaporean substantial shareholder or shareholders should retain control over the voting rights to such shares.

MinLaw shared that the whitelist of approved nominee firms will be published on the website of Singapore Land Authority (SLA) and will be “reviewed and updated from time to time”.

Meanwhile, collective interest held by members of the same family may also be considered in fulfilling the shareholding interest criterion, subject to certain criteria.

“A housing developer will be considered to have a significantly Singaporean substantial shareholding interest if Singaporean shareholders from the same family collectively form the largest substantial shareholder and hold at least 30% interest in the total voting rights and issued shares in the company,” said MinLaw. At least one of the shareholder family members should be a substantial shareholder and clearly identified as the primary shareholder.

Moreover, the biggest single foreign substantial shareholder should not hold over 30% of the voting rights and the company’s issued shares.

“Only direct interest or interest held through companies that are fully owned by family members will be considered; interest held through nominee companies will not be considered,” said MinLaw.

Publicly listed housing developers can be exempted from the QC regime – which subjects developers to completion and disposal deadlines – once they prove that they follow certain criteria, which include incorporation in Singapore and primary listing on the Singapore Exchange, among others.

MinLaw revealed that the refinements took into account “feedback received since the introduction of the exemption framework last year”.


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Victor Kang, Digital Content Specialist at PropertyGuru, edited this story. To contact him about this story, email: victorkang@propertyguru.com.sg


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