MinLaw refines shareholding interest criteria for QC exemptions

SINGAPORE (THE BUSINESS TIMES) – Shares of publicly listed housing developers that are held by Singapore shareholders through white-listed nominee companies may now be counted towards fulfilling the requirements for exemption from the Qualifying Certificate (QC) regime, the Ministry of Law (MinLaw) and Singapore Land Authority (SLA) said on Tuesday.

Collective interest held by members of the same family may also be considered, subject to certain criteria.

Publicly-listed housing developers need to fulfil certain criteria to be considered Singapore companies and be exempted from the QC regime, which subjects developers to completion and disposal deadlines when they purchase residential land for development (other than from the government). The requirements include a significantly Singaporean substantial shareholding interest in the company, referred to as the shareholding interest criterion.

MinLaw made the refinements after taking into account feedback received since the exemption framework was introduced in February 2020.

Under the first refinement, shares held by shareholders through nominee companies will be counted towards fulfilling the shareholding interest criterion if the shares are held through a white-listed nominee company, and the Singaporean substantial shareholder or shareholders retain control over the voting rights to those shares. The white list of approved nominee companies will be published on the SLA website, and will be reviewed and updated from time to time.

Under the second refinement, shares held collectively by Singaporean shareholders from the same family will be counted towards fulfilling the shareholding interest criterion, if the family members collectively form the largest substantial shareholder and hold at least 30 per cent interest in the total voting rights and issued shares in the company. At least one of the shareholder family members must be a substantial shareholder and be identified clearly as the primary shareholder.

In addition, the largest single foreign substantial shareholder cannot hold more than 30 per cent of voting rights and issued shares in the company.

Under this second refinement, only direct interest or interest held through companies fully owned by family members will be considered. Interest held through nominee companies will not be counted towards the criterion.

The changes will be implemented with immediate effect.

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