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GLOBAL FORUM ON TRANSPARENCY AND EXCHANGE

OF INFORMATION FOR TAX PURPOSES

Peer Review Report


Phase 1
Legal and Regulatory Framework

SINGAPORE
Global Forum
on Transparency
and Exchange
of Information for Tax
Purposes Peer Reviews:
Singapore 2011
PHASE 1

June 2011
(reflecting the legal and regulatory framework
as at March 2011)
This work is published on the responsibility of the Secretary-General of the OECD.
The opinions expressed and arguments employed herein do not necessarily reflect
the official views of the OECD or of the governments of its member countries or
those of the Global Forum on Transparency and Exchange of Information for Tax
Purposes.

Please cite this publication as:


OECD (2011), Global Forum on Transparency and Exchange of Information for Tax Purposes Peer
Reviews: Singapore 2011: Phase 1: Legal and Regulatory Framework, Global Forum on
Transparency and Exchange of Information for Tax Purposes: Peer Reviews, OECD
Publishing.
http://dx.doi.org/10.1787/9789264114647-en

ISBN 978-92-64-11463-0 (print)


ISBN 978-92-64-11464-7 (PDF)

Series: Global Forum on Transparency and Exchange of Information for Tax Purposes: Peer Reviews
ISSN 2219-4681 (print)
ISSN 2219-469X (online)

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TABLE OF CONTENTS – 3

Table of Contents

About the Global Forum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Executive summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Information and methodology used for the peer review of Singapore. . . . . . . . . . 9
Overview of Singapore. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Recent developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

Compliance with the Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

A. Availability of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
A.1. Ownership and identity information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
A.2.Accounting records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
A.3. Banking information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
B. Access to information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
B.1. Competent Authority’s ability to obtain and provide information . . . . . . . . 56
B.2. Notification requirements and rights and safeguards. . . . . . . . . . . . . . . . . . 63
C. Exchanging information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
C.1. Exchange of information mechanisms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
C.2. Exchange-of-information mechanisms with all relevant partners . . . . . . . . 72
C.3. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
C.4. Rights and safeguards of taxpayers and third parties. . . . . . . . . . . . . . . . . . 75
C.5. Timeliness of responses to requests for information . . . . . . . . . . . . . . . . . . 76

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4 – TABLE OF CONTENTS

Summary of Determinations and Factors Underlying Recommendations. . . . 79

Annex 1: Jurisdiction’s Response to the Review Report . . . . . . . . . . . . . . . . . . 83


Annex 2: List of all Exchange-of-Information Mechanisms in Force. . . . . . . . 85
Annex 3: List of Laws, Regulations and Other Relevant Material . . . . . . . . . . 88

PEER REVIEW REPORT – PHASE 1: LEGAL AND REGULATORY FRAMEWORK – SINGAPORE © OECD 2011
ABOUT THE GLOBAL FORUM – 5

About the Global Forum

The Global Forum on Transparency and Exchange of Information for Tax


Purposes is the multilateral framework within which work in the area of tax
transparency and exchange of information is carried out by over 100 jurisdic-
tions, which participate in the Global Forum on an equal footing.
The Global Forum is charged with in-depth monitoring and peer review
of the implementation of the international standards of transparency and
exchange of information for tax purposes. These standards are primarily
reflected in the 2002 OECD Model Agreement on Exchange of Information
on Tax Matters and its commentary, and in Article 26 of the OECD Model
Tax Convention on Income and on Capital and its commentary as updated in
2004. These standards have also been incorporated into the UN Model Tax
Convention.
The standards provide for international exchange on request of foresee-
ably relevant information for the administration or enforcement of the domes-
tic tax laws of a requesting party. Fishing expeditions are not authorised but
all foreseeably relevant information must be provided, including bank infor-
mation and information held by fiduciaries, regardless of the existence of a
domestic tax interest or the application of a dual criminality standard.
All members of the Global Forum, as well as jurisdictions identified by
the Global Forum as relevant to its work, are being reviewed. This process is
undertaken in two phases. Phase 1 reviews assess the quality of a jurisdiction’s
legal and regulatory framework for the exchange of information, while Phase 2
reviews look at the practical implementation of that framework. Some Global
Forum members are undergoing combined – Phase 1 plus Phase 2 – reviews.
The ultimate goal is to help jurisdictions to effectively implement the interna-
tional standards of transparency and exchange of information for tax purposes.
All review reports are published once approved by the Global Forum and
they thus represent agreed Global Forum reports.
For more information on the work of the Global Forum on Transparency
and Exchange of Information for Tax Purposes, and for copies of the pub-
lished review reports, please refer to www.oecd.org/tax/transparency.

PEER REVIEW REPORT – PHASE 1: LEGAL AND REGULATORY FRAMEWORK – SINGAPORE © OECD 2011
EXECUTIVE SUMMARY – 7

Executive summary

1. This report summarises the legal and regulatory framework for trans-
parency and exchange of information in Singapore. The international stand-
ard, which is set out in the Global Forum’s Terms of Reference to Monitor
and Review Progress Towards Transparency and Exchange of Information, is
concerned with the availability of relevant information within a jurisdiction,
the competent authority’s ability to gain timely access to that information,
and in turn, whether that information can be effectively exchanged with its
exchange of information (EOI) partners.
2. Singapore’s economy is stable, competitive and open, combining
free-market with economic planning. Singapore enjoys one of the highest per
capita gross domestic products (GDP) in the world. It has become a major
financial hub in the region, housing over 700 financial institutions which
offer a diversified range of services, in particular banking, insurance and
wealth management services.
3. In March 2009 Singapore committed to the internationally agreed stand-
ard for international exchange of information (EOI) in tax matters. In October
2009, the Singapore Parliament passed the Income Tax (Amendment) (Exchange
of Information) Bill to lift the domestic tax interest requirement and allow the
exchange of bank and trust information in respect of agreements that contain
wording akin to Articles 26(4) and (5) of the OECD Model Tax Convention.1
The Bill came into operation in February 2010. Singapore has since then actively
sought to update and extend its network of double taxation conventions: between
March 2009 and March 2011, it signed 26 agreements or protocols providing for
EOI to the standard. Singaporean authorities have informed the Global Forum
that they are also in contact with about 30 other jurisdictions, including OECD
members, G20 members and Singapore’s major trading partners, to conclude
agreements to the internationally agreed standard on exchange of information.
4. Singapore’s laws provide for extensive registration and licensing
requirements which, coupled with broad tax filing and reporting obligations,

1. OECD, Model Tax Convention on Income and on Capital (last revision: July
2010).

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8 – EXECUTIVE SUMMARY

should guarantee that ownership and identity information is available for all
types of companies, partnerships and trusts. Accounting records, including
underlying documentation, are also available and are required to be kept
for at least 5 years. The effectiveness of these obligations is supported by a
comprehensive system of sanctions. The same holds true with regards to bank
information, the availability of which is prescribed under the commercial,
banking and anti-money laundering legislation.
5. Singapore’s tax authorities have broad access powers, but, as a gen-
eral rule, they can be exercised to gather information provided that there is
a domestic tax interest. However, with the legislative amendment in 2009,
Singapore’s tax authorities can gather and share information regardless of
domestic tax interest, for the purposes of a request made under a double tax
convention which is a “prescribed arrangement”. “Prescribed arrangements”
are essentially double taxation conventions (DTCs) with an EOI provision
containing provisions akin to Articles 26(4) and (5) of the OECD Model Tax
Convention. For the same purposes, Singapore’s tax authorities can obtain
an Order by the High Court to access protected bank and trust information.
When making the Order the High Court must be satisfied that the disclosure
of the protected information is not contrary to “public interest” and that it is
not information subject to “legal privilege”. Procedures to safeguard taxpay-
ers’ rights are envisaged as part of international standard, insofar as they do
not unduly delay the effective exchange of information. A practical assess-
ment of whether this procedure imposes an impediment to the exchange of
information will be made in the Phase 2 Peer Review of Singapore.
6. Twenty-six double taxation conventions signed after March 2009
include an EOI provision containing the post-2005 language of Article 26 of
the OECD Model Tax Convention. Pursuant to Singaporean law, only these
agreements qualify as “prescribed arrangements” that override the domestic
tax interest requirement that applies in relation to other EOI agreements.
There are 14 “prescribed arrangements” currently in force. Among the
“prescribed arrangements” currently in force, only two are with Singapore’s
main trading partners. Singaporean law does not currently allow for the
establishment of Taxation Information Exchange Agreements (TIEAs). It is
recommended that Singapore continue updating and expanding its network
of agreements for international exchange of information in tax matters, and
ensure that all its relevant EOI partners have access to full exchange of infor-
mation, including bank information and information on trusts.
7. Singapore’s response to the determinations, factors and recommen-
dations in this report, as well as the application of the legal framework to
the practices of its competent authority, will be considered in detail in the
Phase 2 Peer Review of Singapore, which is scheduled for the second half of
2012.

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INTRODUCTION – 9

Introduction

Information and methodology used for the peer review of Singapore

8. The assessment of the legal and regulatory framework of Singapore


was based on the international standards for transparency and exchange of
information as described in the Global Forum’s Terms of Reference, and
was prepared using the Global Forum’s Methodology for Peer Reviews and
Non-Member Reviews. The assessment was based on information available
to the assessment team including the laws, regulations, notices and exchange
of information mechanisms in force or effect as of March 2011, Singapore’s
responses to the Phase 1 questionnaire and supplementary questions, infor-
mation supplied by partner jurisdictions, and other relevant sources.
9. The Terms of Reference breaks down the standards of transparency
and exchange of information into 10 essential elements and 31 enumer-
ated aspects under three broad categories: (A) availability of information;
(B) access to information; and (C) exchange of information. This review
assesses Singapore’s legal and regulatory framework against these elements
and each of the enumerated aspects. In respect of each essential element a
determination is made that: (i) the element is in place; (ii) the element is in
place, but certain aspects of the legal implementation of the element need
improvement; or (iii) the element is not in place. These determinations are
accompanied by recommendations on how certain aspects of the system
could be strengthened where relevant. A summary of the findings against
those elements is set out on page 56 of this report.
10. The assessment was conducted by a team, which consisted of two expert
assessors and one representative of the Global Forum Secretariat: Mr. Dieter
Eimermann, Deputy Head of the International Division in the Tax Department of
the German Federal Ministry of Finance; Ms. Michelle Bahadur, Director of the
Financial Services Secretariat in the Cayman Islands’ Ministry of Finance; and
Ms. Francesca Vitale from the Global Forum Secretariat. The assessment team
examined the legal and regulatory framework for transparency and exchange of
information and relevant exchange of information mechanisms in Singapore.

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10 – INTRODUCTION

Overview of Singapore

11. Singapore is an island country off the southern tip of the Malay
Peninsula, in Southeast Asia. With a territory of approximately 700 square
kilometres and a population of about 5 million.2 Singapore is one of the
most densely populated countries in the world, with the three largest ethnic
groups being Chinese, Malay and Indian. The presence of foreign workers
and non-residents is also significant. Singapore is a multi-religious and a
multi-linguistic country, with no official religion and four official languages
(English, Mandarin, Malay and Tamil).
12. While there were pre-existing small settlements, Singapore was
founded as a British trading colony in 1819 and grew into an important port
in the region. It was granted self-rule in 1959 and merged with Malaysia in
1963. It separated two years later and became fully independent in 1965. Since
then, Singapore has enjoyed high and stable economic growth. Nowadays,
Singapore is a major global financial centre, playing a key role in international
trade and finance. It has developed an economic model where pro-business
and export-oriented economic policies coexist with state-directed investments
in strategic government-owned companies.3 Its 2009 Gross Domestic Product
(GDP) was USD 182.23 billion (EUR 132.31 billion).4 The port of Singapore
is one of the five busiest ports in the world, and its merchant marine is one of
the largest. According to Transparency International’s Corruption Perception
Index, Singapore is the 3rd least corrupt country in the world.5
13. The economy, which depends heavily on exports and refining
imported goods, is based upon three pillars: manufacturing (notably elec-
tronic and pharmaceutical), logistics and communication, financial and busi-
ness services. One of the world’s largest foreign exchange trading centres,
Singapore is a major destination point for international equity and direct
foreign investment. The insurance and asset management sectors are also
significant. Overall, the financial sector in Singapore accounts for about 12%

2. Statistics Singapore, www.singstat.gov.sg/stats/themes/people/hist/popn.html.


3. The state owns shares in a significant number of companies through government
entities. Among them, Temasek Holdings, incorporated in 1974, is the Minister
for Finance’s investment arm. As at 31 March 2010, Temasek owned a diversified
SGD 186 billion (EUR 106 billion) portfolio, concentrated principally in Asia
and Singapore. It is an active shareholder and investor in sectors like financial
services, telecommunications & media, technology, transportation, industrials,
life sciences, consumer, real estate, energy & resources.
4. International Monetary Fund, World Economic Outlook Database, www.imf.org/
external/pubs/ft/weo/2010/02/weodata/ind\ex.aspx, accessed 8 December 2010.
5. www.transparency.org/policy_research/surveys_indices/cpi/2009/.cpi_2009_table.

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INTRODUCTION – 11

of GDP, after manufacturing (21%), wholesale and retail trade (18%) and
business services (13%). The Singaporean currency is the Singaporean dollar
(SGD, with a floating exchange rate of EUR 1 = SGD 1.76 on 1 March 2011).
14. In the past ten years, Singapore’s financial sector has increased con-
siderably, consolidating its position as a leading wealth management centre
and international financial hub. This is also due to the reforms enacted in
1998-1999 which have: (i) opened the financial industry to greater foreign
competition; (ii) kept regulatory and supervisory practices in line with
international best practices on prudential regulation and supervision and
disclosure-based regulation; (iii) developed deep and liquid fixed-income and
equity markets; (iv) promoted the asset management industry; and (v) gradu-
ally liberalised the restrictions on the international use of the Singapore dollar.

General information on the legal and tax system

Governance and legal system


15. Singapore is a republic operating on a Westminster system of uni-
cameral parliamentary government. The Singapore Parliament consists of
both elected and non-elected Members of Parliament (MPs). Elected MPs
are drawn from candidates who have won the general elections, while non-
elected MPs are appointed by Parliament and may be non-politicians nomi-
nated to provide a greater variety of nonpartisan views. General elections for
Parliament are held every five years. As of 1991, the President is also directly
elected by the people for a 6-year term. The President is non-executive but
holds a custodial role with respect to the safeguard of the national reserves
accumulated by previous terms of governments and the integrity of the
public services. He appoints as Prime Minister an MP who in his judgment
is likely to command the confidence of the majority of MPs. The President
also appoints the other Ministers, based on the advice expressed by the Prime
Minister. Ministers are chosen among the MPs. The Cabinet is the executive
body, and is collectively responsible to the Parliament.
16. Singapore’s legal system is rooted in the English common law tradi-
tion and characterised by the doctrine of judicial precedent (or stare decisis).
The judiciary is one of the three constitutional pillars of government along
with the legislature and the executive. Singapore’s Supreme Court consists of
a permanent Court of Appeal, presided by the Chief Justice and two Justices
of Appeal, and a High Court. The High Court exercises both original jurisdic-
tion and appellate jurisdiction in civil and criminal matters. When exercis-
ing appellate jurisdiction, the High Court hears appeals from criminal cases
originating in the District Courts and Magistrates’ Courts and hears appeals
in civil cases from District Courts, Magistrates’ Courts and other tribunals
(including Boards of Reviews which handle tax matters). The High Court

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12 – INTRODUCTION

also has general supervisory and revisionary jurisdiction over all subordinate
courts. The Court of Appeal is solely an appellate court. It hears only appeals
from the High Court. Decisions of the Court of Appeal are binding on lower
courts.
17. There is a single national law, and no divisions between federal and
sub-national powers. The Constitution is the supreme law of the Republic of
Singapore: if a law enacted after its commencement is inconsistent with the
Constitution, then this law is void (Art.4). Singaporean legislation can be divided
into statutes and subsidiary legislation. Statutes are written laws enacted by the
Singapore Parliament. Subsidiary legislation, also known as “delegated legisla-
tion” or “subordinate legislation”, is written law made by ministers or other
administrative agencies such as government departments and statutory boards
under the authority of a statute (the “parent Act”) or other lawful authority,
and not directly by Parliament. Section 2(1) of the Interpretation Act defines
“subsidiary legislation” as meaning any order in council, proclamation, rule,
regulation, order, notification, by-law or other instrument made under any Act,
Ordinance or other lawful authority and having legislative effect. Subsidiary
legislation must, unless otherwise expressly provided in any statute, be pub-
lished in the Government Gazette and, unless expressly provided in the sub-
sidiary legislation itself, takes effect and comes into operation on the date of its
publication.
18. Double taxation conventions (DTCs) are ratified upon issuance of an
order by the Minister for Finance declaring that they should have effect (s.49
Income Tax Act, “ITA”). The Minister can declare that an arrangement should
have effect only if such arrangement has been made with the government of
any country outside Singapore with a view to affording relief from double
taxation in relation to tax under the Income Tax Act and any tax of a similar
character imposed by the laws of that country. The DTC is ratified the day on
which it is published in the Singapore Government Gazette as an attachment
to the ministerial order. There is no requirement to seek approval of other par-
ties or of Parliament. Once an agreement has been declared by the Minister,
the arrangements in it have effect notwithstanding anything in any written
law. As double taxation agreements are ratified through subsidiary legisla-
tion issued under the ITA, provisions in the ITA may prevail over provisions
contained in a ratified agreement. Only declared agreements that have been
“prescribed” by the Minister allow for exchange of information for tax pur-
poses in accordance with the internationally agreed standard for EOI (ss.105C
and 105D ITA). There are no legal provisions for the conclusion of a TIEA.
19. A complete list of all the relevant legislation and regulations is set out
in Annex 3.6

6. Singapore statutes are available online at http://statutes.agc.gov.sg/.

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INTRODUCTION – 13

Tax system
20. Article 143 of the Constitution of the Republic of Singapore provides
that [n]o tax or rate shall be levied by, or for the purposes of, Singapore
except by or under the authority of law. The major taxes are the income
tax, the goods and services tax, the stamp duty and the property tax. The
Government of Singapore also imposes other minor taxes, including a casino
tax, betting and sweepstake duties. Customs duties are only imposed on
alcoholic beverages and preparations, tobacco products, petroleum products
and motor vehicles. The tax administration agency is the Inland Revenue
Authority of Singapore (IRAS).
21. Income tax is charged on a territorial basis and upon remittance;
i.e. on income accruing in or derived from Singapore, or received in
Singapore from outside Singapore (s.10 ITA). The meaning of the words
“accruing in or derived from” is not defined in the Income Tax Act, but it is
interpreted by reference to the common law. Pursuant to case law currently
developed by common law jurisdictions, two approaches are possible: the
operations test (aiming at identifying the place where the business opera-
tions is carried out) and the originating cause test (locating the transactions
that gave rise to the earning of the income). In determining whether income
accrues in or is derived from Singapore, both approaches will be considered
unless the facts show clearly that the income is sourced outside of Singapore.
22. Rates are progressive for individuals (up to 20%) and flat for cor-
porate bodies (17%). Branch profits are subject to tax as if the branch was a
resident company, at a rate of 17%.
23. Corporate profits, including profits derived by business trusts,
are subject to a one-tier corporate tax system, under which all dividends
paid by resident companies are exempt in the hands of shareholders at all
levels. Profits remitted to the branch’s foreign head office are also not taxed.
Pursuant to s.2(1) of the ITA, a company is resident in Singapore if the man-
agement and control of its business is exercised in Singapore. Partnerships,
including limited liability partnerships, are not separate taxable persons,
and each partner is liable to tax on his share of income from the partnership.
Trusts are not legal entities for tax purposes. Income of a trust is assessable
in the hands of the trustee. Income derived by a registered business trust is
subject to the same tax treatment as income derived by a company (s.36B
ITA). Singapore does not impose any capital gains tax.
24. All foreign income received by individuals in Singapore is exempt
from tax, unless received through a partnership. Foreign dividends, branch
profits and service fees received through a partnership or by a resident com-
pany are exempted if tax has been paid in the foreign jurisdiction, provided
that the highest corporate tax rate is at least 15%. Companies engaged in

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14 – INTRODUCTION

substantial business activities overseas which are unable to qualify for tax
exemption for specified foreign income may also be granted exemption if they
remit the foreign income and the IRAS is satisfied that the qualifying condi-
tions (e.g. the Singaporean recipient is not a shell company) are met. There is
no withholding tax on dividends. A specific exemption applies to income of
foreign trusts managed by a trustee resident in Singapore (s.13G ITA).
25. Singapore also has tax incentives in place which may grant full
or partial exemption, reduced tax rates, investment allowances or special
deductions for certain economic activities, including research activities and
foreign direct investments. Tax incentives are generally granted for a limited
period to companies conducting substantive business activities and only on
the income that such companies derive from qualifying activities.
26. Singapore has three free trade zones, which are essentially designated
areas in Singapore where the payment of duties and taxes are suspended
when the goods arrived in Singapore. No person may enter or reside within a
free trade zone without the permission of its supervisory authority (s.15 Free
Trade Zones Act). Singapore law does not provide for special rules concern-
ing the obligations of companies operating in the free trade zones.

Overview of the financial sector and relevant professions


27. As of 30 October 2010, there were more than 700 local and foreign
financial institutions in Singapore, including 120 commercial banks (with
assets of SGD 1 776 billion, equal to EUR 1 010 billion) and 46 merchant
banks (with assets of SGD 84.7 billion, equal to EUR 48.3 billion). The 700
institutions include 114 foreign banks, of which 38 were offshore banks. In
2009, the financial services sector accounted for approximately 13.5% of
GDP, with banking, insurance and wealth management activities account-
ing for 53.4%, 21.1% and 7% of the breakdown, respectively.7 These services
continue to be key areas of growth of Singapore’s financial sector.
28. In addition, entities operating in Singapore’s financial industry include:
three finance companies (with total assets of approximately SGD 11.3 billion,
equal to EUR 6.44 billion), focusing on small-scale financing; 245 capital
markets services licensees, performing a variety of dealing and trading, advis-
ing on corporate finance, fund management and providing custodial services
for securities; and 132 financial advisers and insurance brokers. Assets under
management totalled approximately SGD 1208 billion (EUR 688 billion). As
of 2009, there were 11 life insurers with annual premiums of SGD 8.4 billion

7. Data obtained from the annual Economic Survey of Singapore, 2009, Ministry
of Trade and Industry; available at https://app.mti.gov.sg/data/article/21265/doc/
FullReport__AES2009.pdf.

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INTRODUCTION – 15

(EUR 4.78 billion). Additionally, there were 464 licensed money-changers


and remittance agents, primarily providing a service for foreign workers.
Singapore’s designated Public Postal Licensee, SingPost, also provides inter-
national money remittance services.
29. The Monetary Authority of Singapore (MAS) is the central bank and
integrated financial sector supervisor; it supervises the banking, insurance,
securities and futures industries, money changers, remittance businesses, and
trust companies. The MAS is also empowered to issue directions to financial
institutions under its supervision. Directions issued by MAS are legally bind-
ing. When primarily imposing legally binding requirements on a specified
class of financial institutions or persons, directions may take the form of
“Notices”, a contravention of which constitutes a sanctionable offence.
30. The three approved exchanges are the Singapore Exchange Securities
Trading Limited, which operates the securities market; the Singapore Exchange
Derivatives Trading Limited which operates the futures market; and the
Singapore Mercantile Exchange, which operates the commodities derivatives
market.
31. Lawyers and public accountants who act as company service provid-
ers are subject to supervision by their respective professional associations.
Company service providers who operate by using a business vehicle (such as
a sole proprietorship or company) are subject to the same legal requirements
as other like legal entities. In addition, only “prescribed persons” under the
Companies Act, Limited Liability Partnerships Act and Business Registration
Act may file documents on behalf of a third party. The list of prescribed
persons includes lawyers, accountants registered with Institute of Certified
Public Accountants of Singapore, members of the Singapore Association of
the Institute of Chartered Secretaries and Administrators, corporate sec-
retarial agents, and members of other prescribed professional associations
(s.12A Companies Act, s.42 Limited Liability Partnerships Act, s.23 Limited
Partnership Act and s.20 Business Registration Act).
32. Lawyers are the most prominent and heavily regulated category of
professional service providers. As of 2009, there were 781 legal firms and
3 697 legal practitioners with practicing certificates in Singapore. They are
represented by the Law Society of Singapore, which, with respect to lawyers,
is also their supervisory authority for anti-money laundering and counter-
terrorist financing (AML/CFT) purposes. The Law Society possesses inspec-
tion and supervisory powers to perform its functions. Rules issued by the
Law Society and its Council are published in the Gazette and then presented
to Parliament (s.131 Legal Profession Act), thus becoming subsidiary legisla-
tion having the force of law. Breaches of the Rules may lead to disciplinary
proceedings with penalties ranging from being struck off the roll, suspension

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16 – INTRODUCTION

from practice, a fine or a censure. Practice Directions issued under the Legal
Profession Act are similarly enforceable if the breach amounts to misconduct.
33. Public accountants, accountants and auditors also perform functions
as business service providers. There are almost 1 000 accountants working in
accounting firms, accounting corporations or accounting limited liability part-
nerships providing public accountancy services (i.e. the audit and reporting
on financial statements and other acts that are required by written law to be
done by a public accountant). Accountants may register with the Accounting
and Corporate Regulatory Authority (ACRA), thus becoming “public account-
ants”. Only public accountants, accounting corporations, accounting firms
and accounting limited liability partnerships may provide public accountancy
services, i.e. the audit and reporting on financial statements and the perfor-
mance of such other acts that are required by any written law to be done by a
public accountant (s.56 Accountants Act). While only a person registered as a
public accountant under the Accountants Act may call and hold him or herself
to be a “public accountant”, the use of the title of “accountant” is otherwise not
regulated by statute.
34. The ACRA has supervisory powers on public accountants and may
make rules prescribing, inter alia, the standards, methods, procedures and
other requirements to be applied by public accountants when providing public
accountancy services and the code of professional conduct and ethics of public
accountants, accounting corporations, accounting firms and accounting part-
nerships. Public accountants are monitored by ACRA under the Accountants
Act and any breaches of professional standards may be dealt with and sanc-
tioned under Part V and VI of the Accountants Act. The Institute of Certified
Public Accountants of Singapore also issues guidance to its members, includ-
ing AML/CFT guidance. Such guidance is not legally binding but compliance
with the guidance relating to the provision of auditing services is monitored
under the Practice Monitoring Programme of the Accountants Act.8 Where
a public accountant fails the practice review under the Practice Monitoring
Programme, the Public Accountants Oversight Committee may impose sanc-
tions which include suspension or cancellation or refusal to renew the public
accountant’s registration (s.38 Accountants Act).
35. Accountants that are not registered as public accountants are not
subject to specific binding anti-money laundering legislation.
36. Under s.3 of the Trust Companies Act, any person carrying on any
trust business or holding himself out as carrying on any trust business in
Singapore must be licensed as a trust company by the MAS. Licensing exemp-
tions are available in limited and specific circumstances, but exempt service

8. See Practice Direction no. 2 of 2005, available at www.acra.gov.sg/Publications/


Practice_Directions/2005.htm.

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INTRODUCTION – 17

providers (including lawyers and public accountants) are still required to


comply with customer due diligence and record keeping requirements. As of
October 2010, there were 45 trust companies in Singapore.

Exchange of information for tax purposes


37. Singapore committed to the internationally agreed standards for the
exchange of information for tax purposes in March 2009. On 13 November
2009 Singapore was recognised as having 12 international agreements provid-
ing for exchange of information for tax purposes to the standard.9 Singapore is
now signatory to 26 agreements which provide exchange of information to the
standard, of which 14 are in force. More generally, it is signatory to 69 Double
Tax Conventions (DTCs) providing for EOI. A complete list of the DTCs
which have been concluded by Singapore is set out in Annex 2 to this report,
including their dates of signature and entry into force.
38. Singapore’s competent authority for tax purposes is the Minister for
Finance or his authorised representatives, which primarily comprise officers
from the Ministry of Finance and the Inland Revenue Authority of Singapore
(IRAS).

Recent developments

39. Following Singapore’s endorsement of the internationally agreed


standard for exchange of information for tax purposes, the Parliament passed
the Income Tax (Amendment) (Exchange of Information) Bill on 19 October
2009 to lift domestic tax interest for double taxation conventions containing
the full text of Article 26 of the OECD Model Tax Convention and to intro-
duce a procedure for exchanging information protected under bank and trust
secrecy provisions. The Bill was subsequently gazetted as law on 22 January
2010 and the new legislation came into operation on 9 February 2010.
40. Singaporean authorities have indicated that they are in contact with
about 30 other jurisdictions to conclude DTCs/Protocols to the internation-
ally agreed EOI standard. These jurisdictions include OECD members, G20
members and Singapore’s major trading partners.

9. www.oecd.org/dataoecd/50/0/43606256.pdf.

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 19

Compliance with the Standards

A. Availability of Information

Overview

41. Effective exchange of information requires the availability of reliable


information. In particular, it requires information on the identity of owners
and other stakeholders as well as accounting information on the transactions
carried out by entities and other organisational structures. Such information
may be kept for tax, regulatory, commercial or other reasons. If information
is not kept or the information is not maintained for a reasonable period of
time, a jurisdiction’s competent authority may not be able to obtain and pro-
vide it when requested. This section of the report assesses the adequacy of
Singapore’s legal and regulatory framework on availability of information.
42. The Companies Act and the Income Tax Act require filing of all infor-
mation on the ownership and identity of companies with the ACRA or the IRAS.
Foreign companies operating in Singapore also need to register with the ACRA.
When coupled with the obligations under the Companies Act for the companies
to maintain registers of members, and as appropriate indexes of members and
registers of substantial shareholders, such requirements ensure that companies
are required to maintain full legal ownership and identity information. In addi-
tion to this, financial institutions and some other service providers are required
to maintain information on the ownership chain for all of their customers.
43. The various registration requirements which apply to Singaporean and
foreign partnerships operating in Singapore ensure that identity information is
submitted to government authorities on all partners. These requirements are

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20 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

supported by obligations to submit such information to the IRAS and by the


customer due diligence (CDD) obligations conducted by financial institutions
and other obliged entities. CDD obligations, however, do not apply to nomi-
nees that are not lawyers or public accountants or financial institutions or that
do not act on behalf of the company’s directors.
44. In essence, identity and ownership information is available also in respect
of trusts administered by trust companies and trust company service providers.
This may not necessarily be the case when the trustee is not acting by way of
business. Singapore’s trust regulatory framework targets the major avenues of
trust formation and administration by regulating trust intermediaries that provide
such trust services by way of business. In Singapore’s view, the number of trustees
who are not acting by way of business is a narrow category and such structures
are likely to be simple (examples of such structures include trust arrangements
between relatives). This issue will be followed up in the Phase 2 review.
45. Non-compliance with registration requirements in Singapore is
viewed seriously. Legal entities and arrangements which fail to register or
provide subsequent notifications to the registrar, or maintain ownership and
identity information of shareholders can be sanctioned by significant fines.
Financial institutions and professional service providers within the scope of
AML legislation are subject to disciplinary and monetary fines for non com-
pliance. Non-compliance with Singapore’s tax filing requirements is similarly
viewed seriously, and sanctioned by fines or imprisonment.
46. As concerns accounting records, entities are required to keep com-
prehensive accounting information, including underlying documents, under
either company or tax law.
47. In respect of banks and other financial institutions, the combination
of the anti-money laundering/counter-financing of terrorism regime and
licensing requirements imposes appropriate obligations to ensure that all
records pertaining to customers’ accounts as well as related financial and
transaction information are available.

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 21

A.1. Ownership and identity information


Jurisdictions should ensure that ownership and identity information for all relevant
entities and arrangements is available to their competent authorities.

Companies (ToR 10 A.1.1)

Types of companies
48. The Companies Act (CA) is the central piece of legislation governing
the establishment and management of corporations in Singapore. Depending
on the nature of the liability of their members,11 companies can be divided into
companies limited by shares, companies limited by guarantee and unlimited
companies (s.17(2)(a) to (c) CA). An “unlimited company” is a company formed
on the principle of having no limit placed on the liability of its members (s.4 CA).
49. A company with share capital (whether limited or unlimited) may be
incorporated as a private company if its memorandum or articles contain:
‡ a restriction on the right to transfer shares (s.18(1)(a)); and
‡ a limitation on the number of members to no more than fifty (s.18(1)(b)).
50. A private company is prohibited from issuing any invitation to the
public to subscribe to its shares or debentures, or to deposit money with the
company. A company other than a private company is a public company. As
a company limited by guarantee does not have a share capital, a company
limited by guarantee is by definition a public company.
51. There is no minimum capital requirement for a private company,
although a minimum of one share must be subscribed. Individuals may also
decide to carry out business in the form of a sole proprietorship.
52. A private company is an exempt private company where:
‡ no beneficial interest is held directly or indirectly in the company’s
shares by any corporation; and there are not more than 20 members; or
‡ the company’s shares are wholly owned by the Government, and
the Minister in the national interest declares by notification in the
Gazette the company to be an exempt private company (s.4(1) CA).

10. Terms of Reference to Monitor and Review Progress Towards Transparency and
Exchange of Information.
11. As a general rule, the Companies Act employs the term “member” with reference
both to persons having an interest in companies limited by guarantee and persons
having an interest in a company limited by shares. In addition, “members” of
companies limited by shares are also referred to as “shareholders”.

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22 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

53. An exempt private company is exempted from obligations to file


accounts with ACRA, but must still fulfil all obligations with respect to reg-
istration and maintenance of a register of members.
54. As of 1 October 2010, there were 213 406 companies operating in
Singapore, out of which 212 467 were companies limited by shares (210 905
private, 1 562 public), 902 companies limited by guarantee and 37 unlimited
companies. There were also 161 677 exempt private companies.

Company ownership and identity information to be provided to


government authorities

Singaporean companies
55. Subject to all prescribed requirements being met, a company can
be incorporated in Singapore upon submission of a memorandum to the
Accounting and Corporate Regulatory Authority (ACRA). ACRA, a statutory
board under the Ministry of Finance, is both the central registry for all busi-
ness entities in Singapore including corporations, limited liability partner-
ships and sole proprietorship as well as the registry for the public accounting
profession.12
56. The memorandum to be submitted to ACRA upon incorporation
must include information on the name of the company, the location of its reg-
istered office, the liability of the members and the company’s capital struc-
ture (s.22(1) CA). The Memorandum will state the names of the subscribers
(members or shareholders) and, for companies with share capital, the number
of shares subscribed by them at the time of incorporation. The Memorandum
may also include a description of the objects of the company (s.23(1A)).
57. Subsequent to incorporation, where a company limited by shares
makes any allotment of its shares, the company must within 14 days of the
allotment lodge with the Register a return of allotment of shares stating,
inter alia, the full name, identification, nationality and address of, and the
number and class of shares held by each of its members. If the company has
more than 50 members as a result of the allotment, this information will be

12. All registration and filing requirements with ACRA can be accomplished elec-
tronically, via the “Bizfile” (www.bizfile.gov.sg), the Authority’s online registra-
tion, notification, filing and information retrieval system. The public can access
Bizfile to do an online search on registered entities, purchase information and
file all business transactions at anytime. BizFile also serves as a one-stop shop
for business by allowing new businesses to reserve their web domain name, reg-
ister for GST and activate their customs account at the point of registration.

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 23

provided in respect of each of the 50 members who, following the allotment,


hold the most number of shares in the company.
58. If the existing shares are transferred, the company is not obliged but
may (at its option) lodge a notice of that transfer of shares with the Registrar.
Where a company chooses to lodge a notice of transfer of shares, that notice
must include notification of every other transfer effected before the date of
the notice (unless the transfer had already been notified to the Registrar).
Where, after the transfer of shares, the company has more than 50 members,
the notification of the top 50 members who hold the most number of shares in
the company after the transfer will be sufficient (s.128A CA).
59. Every company having a share capital must lodge an annual return
with the Registrar whether a notice of transfer of shares has been lodged or
not (s.197(1) CA). Where the company is an unlisted company, the annual
return must include a list of all shareholders of the company and their respec-
tive particulars and shareholdings. For a public company with more than 50
shareholders, the return will contain a list of the 50 largest shareholders and
their respective particulars and shareholdings.
60. Companies publicly listed on a stock exchange in Singapore need not
furnish the particulars of their shareholders with the ACRA (s.63(1A) CA),
because they are subject to specific regulatory disclosure requirements (s.166
CA). Section 203 of the Securities and Futures Act (SFA) creates a statutory
obligation on an issuer and others to comply with the listing rules issued by the
securities exchange regarding continuous disclosure of all relevant information
as they occur or arise for the purpose of making that information available to
the securities market. The “Listing Manual” issued by the Singapore Exchange
requires issuers to submit promptly to the Exchange for public release all
information necessary to enable holders of the issuer’s listed securities and
public to appraise the position of the listed issuer. This includes information
concerning a significant change in ownership of the issuer’s securities owned
by insiders, or a change in effective or voting control of the issuer.
61. Where there are new shares or transfer of shares of unlisted compa-
nies, the reporting obligations relate to legal shareholders. In relation to listed
companies, beneficial owners will have to report substantial shareholding in
the company both to the company and the authority when the threshold of
5% of the voting rights is crossed or if there are any changes in their interest
(ss.79 to 92 CA and s.137 SFA).
62. Apart from substantial shareholders in a listed company and com-
pany directors, there is no legal obligation to report on the beneficial owners.
However, if the shareholder is an unlisted company that is registered with
ACRA, then information of the shareholders of the shareholder company
would be available.

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24 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

63. For companies limited by guarantee, ownership and identity informa-


tion held by ACRA is based on information contained in the Memorandum
submitted upon incorporation (see par. 55 above). Companies limited by guar-
antee need to inform ACRA of subsequent changes in the number of members
(s.35(5) CA). Companies limited by guarantee also have to submit an annual
return containing, inter alia, a confirmation that an inspection of the register
of members … has been conducted by an officer of the company; and as to
whether the list of members as at the relevant date has been updated (regula-
tion 39 Companies (Filing of Documents) Regulation Cap.50, Rg 7).
64. Information on companies’ shareholdings is also submitted to the tax
authority. At the commencement of each year of assessment, the Comptroller
may, by notice published in the Gazette, require companies incorporated in
Singapore, foreign companies registered with ACRA and foreign companies
deriving income from Singapore, to file annual tax returns with the Inland
Revenue Authority of Singapore (s.62 ITA). The company has to disclose in
its tax return whether there was a substantial change in the company’s share-
holders and their shareholdings at any time within the year of assessment, in
order to let the Comptroller determine whether capital allowances, losses or
donations may be carried back or carried forward. Pursuant to the ITAthe
shareholders of a company at any date shall not be deemed to be substan-
tially the same as the shareholders at any other date unless, on both those
dates, not less than 50% of the total number of issued shares of the company
are held by or on behalf of the same persons (s.37(14)(a) ITA). In providing
information on substantial changes in its shareholders, the company is not
required to disclose to the IRAS identity information on the single sharehold-
ers. In practice, however, information on shareholdings would normally be
available in the accompanying documents that need to be submitted together
with the tax return, e.g. directors’ report and financial statements.
65. Exempt private companies are also required to submit to the ACRA
ownership and identity information and annual return filing requirements
(except for filing of financial statements if solvent) and will be fully subject
to tax and to the tax reporting obligations ordinarily applying to Singaporean
companies.
66. It follows from the above that the ACRA would normally have up-to-
date, comprehensive information on all private companies’ shareholders and
at least on the top 50 shareholders in Singaporean public companies having
a share capital. For companies limited by guarantee, ACRA will have infor-
mation contained in the Memorandum submitted upon incorporation. The
tax authorities will have identity and ownership information on all corporate
taxpayers.

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 25

Foreign companies
67. Foreign companies that establish a place of business in Singapore or
carry on business in Singapore must register under the Companies Act (s.368
CA). The concept of foreign company includes a company, corporation, soci-
ety, association or other body incorporated outside Singapore and an unincor-
porated society, association or other body which under the law of its place of
origin may sue or be sued, or hold property in the name of the secretary or
other officer of the body or association duly appointed for that purpose and
which does not have its head office or principal place of business in Singapore.
68. Upon registration in Singapore, a “foreign company” must lodge with
the Registrar various information, including a certified copy of the certificate
of its incorporation or registration in its place of incorporation or origin, a certi-
fied copy of its charter, statute or memorandum and articles or other instrument
constituting or defining its constitution, a list of its directors and a memorandum
of appointment or power of attorney stating the names and addresses of two
or more natural persons resident in Singapore authorised to accept service of
process on its behalf (s.368 CA). The law does not expressly require the mainte-
nance of the owners/shareholders’ particulars, except where the shareholder is a
resident in Singapore. In such a case, the foreign company must keep a branch
register of members who are residents in Singapore (s.379 CA).
69. After registration, foreign companies continue to be subject to report-
ing requirements including notification to ACRA of any changes in the memo-
randum or articles lodged with the Registrar, changes in the directors of the
foreign company, changes in the registered office of the company in Singapore
etc. (s.372 CA).
70. Regardless of its place of incorporation, as long as a company is reg-
istered with ACRA or is deriving income from Singapore, it is required to file
annual tax returns with the Inland Revenue Authority of Singapore, providing
the same information required for Singaporean companies, including infor-
mation concerning substantial changes in the company’s shareholders and
audited or unaudited financial accounts, which normally contain full infor-
mation on the company’s shareholders (s.62 ITA). Singaporean authorities
have clarified that reporting obligations under s.62 also apply to registered
foreign companies with unremitted foreign income, including companies that
only earn non-taxable interest income. Exception to the obligation to file a
tax return is only made by the Comptroller if the company:
‡ is dormant and has submitted its tax returns, accounts and tax com-
putations up to the date of cessation of business, and
‡ does not own any investment (e.g. share, properties, fixed deposit) or
if the company owns investment, it did not derive any income from
the investment.

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26 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

Ownership and identity information required to be held by companies


71. All Singaporean companies, with and without share capital, are required
to maintain a register of members which includes the following information
(s.190 CA):
‡ names and addresses of members;
‡ date on which each member commenced and ceased to be a member;
and
‡ if applicable, shares held by each member, date of every allotment of
shares to members and number of shares in each allotment.
72. In addition, where a company has more than 50 members, it also has
to maintain an index of members, containing sufficient indication to enable
the account of each member in the register to be readily found (s.190(5) and
(6) CA). Companies are also required to keep a register of directors’ share-
holdings (s.164 CA). Where the shares are held in trust for a third party, the
shares will be marked in the respective registers to identify them as such if
so requested by the trustee (s.195(3) CA).
73. In addition to these registers, where the company is a publicly listed
company, it is also required to keep a register of substantial shareholders. A
substantial shareholder is a direct or beneficial owner who holds not less than
5% of the total votes attached to all the voting shares of the same class in the
company. For publicly listed companies, substantial shareholding information
and information of director’s interests must also be reported to the Singapore
Exchange (s.166 CA).
74. In principle, all the registers mentioned must be kept at the registered
office of the company; nonetheless, they may be kept in the office where
they are made up if different from the registered office of the company
(s.191(1) CA). The company must keep the Registrar informed if the regis-
ter and index is kept at a place other than the registered office. A company
having share capital may maintain a branch register outside Singapore. If it
does so, a duplicate of the branch register must be kept in Singapore and this
is deemed a part of the principal register (s.196(1) CA).
75. All these registers must be open for inspection by a member of the
company without charge and by any other person on payment of a sum not
exceeding SGD 1 (or SGD 2 for the register of substantial shareholdings) for
each inspection.
76. Foreign companies with share capital are required to keep at their
registered offices in Singapore, or at some other place in Singapore, a branch
register for the purpose of registering shares of members resident in Singapore

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 27

who apply to have the shares registered therein (s.379 CA). No information on
shareholders who are not resident of Singapore needs to be kept in Singapore.
77. Companies also need to keep identity and ownership information
for tax purposes. While no specific information needs to be furnished at the
point of filing the tax return, companies are required to make such a statutory
declaration regarding substantial changes in their shareholdings (see par. 64
above). The company must be able to substantiate its claim when requested
by the IRAS and therefore full information on the shareholders needs to be
available to the IRAS.

Ownership and identity information required to be held by nominees


78. No indication needs to be given in the share registers or information
filed with the ACRA or IRAS when shares or other interests in companies
are held by nominees on behalf of a third party. However, where a company’s
shares are held by a nominee on behalf of the company’s directors, the iden-
tity of the beneficial owners needs to be disclosed in the report attached to
balance sheets and consolidated balance sheets prepared by Singaporean
companies (s.201 CA). In addition, nominees that are lawyers or public
accountants or financial institutions are obliged to conduct CDD on their cus-
tomers and thus to maintain full information on the persons on whose behalf
they hold the interest in the company.
79. For nominees who are not lawyers or public accountants or finan-
cial institutions or are not acting on behalf of the company’s directors, there
are no obligations imposed to retain identity information on the persons
for whom they act as the legal owner. Similarly, accountants who are not
registered as public accountants and act as nominees would not be under an
obligation to conduct CDD on their customer. Singapore’s authorities indicate
that the Comptroller of Income Tax has the power under s.65 and s.65B of the
ITA to obtain any information from any kind of nominees. Whilst the lack of
binding CDD requirements for all nominees is noted (see also para.85), the
effectiveness of the Comptroller’s powers and their impact on EOI will be
reviewed in the course of the Phase 2 of the review process.

Information held by directors and officers


80. Every Singaporean company must have at least one director who
is ordinarily resident in Singapore, i.e. a Singapore citizen, a Permanent
Resident, or a person who has been issued an Employment Pass/Approval-In-
Principle letter or a Dependant Pass (s.145(1) CA).

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28 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

81. While directors are not directly obliged to maintain information on


the owners of their companies, they will necessarily have access to the com-
pany’s register of members.
Ownership and identity information required to be held by service providers
82. The MAS Notices13 for financial institutions, trust companies, money
changers, remittance companies and approved trustees require these entities to
conduct CDD on all customers – including companies – that seek to establish
business relations. Upon the establishment of business relationships, these
entities are required to obtain, verify and record information on the customer
transacting on behalf of the company; on all directors of the company; and all
beneficial owners of the company – that being, the natural persons who ulti-
mately own or control a customer or the person on whose behalf a transaction
is being conducted, and including the persons who exercise ultimate effective
control over a body corporate or unincorporated. These entities are required
to periodically review the adequacy of customer identification information
obtained in respect of customers and beneficial owners and ensure the infor-
mation is kept up to date.
83. Advocates and solicitors are required to carry out CDD under the
Legal Profession (Professional Conduct) (Amendment) Rules 2007. Public
accountants providing auditing services are also required to carry out CDD
under guidance issued by the Institute of Certified Public Accountants of
Singapore, in particular, under Revised Statement of Auditing Practice (SAP
19) and auditing standards in relation to the consideration of laws and regula-
tions and fraud in an audit.
84. Being formally binding, the MAS Notices and the Legal Profession
Rules are in the nature of subsidiary legislation. As for public account-
ants, compliance with SAP 19 is monitored under the Practice Monitoring
Programme under the Accountants Act. Accountants who are not registered
as “public accountants” are not subject to specific binding CDD obligations
(see above paras.33-34).

Conclusion
85. In essence, the Companies Act and the Income Tax Act require filing
of information on the ownership and identity of companies with the ACRA
or the IRAS. When coupled with the obligations under the Companies Act for
the companies to maintain registers of members, and as appropriate indexes
of members and registers of substantial shareholders, companies in Singapore
– including exempt private companies – are required to maintain full legal

13. See MAS Notices 626, 1014, 824, SFA04-N02, FAA-N06, 314, TCA-N03, 3001,
SFA13-N01, PSOA-N02.

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 29

ownership and identity information. In addition to this, financial institutions


and some other service providers are required under anti-money laundering
legislation to obtain information on the ownership chain for all of their cus-
tomers. Where nominees are not lawyers or public accountants or financial
institutions or acting by way of business and are not acting on behalf of the
directors of the company, information is not required to be available on the
persons for whom they act.

Bearer shares (ToR A.1.2)


86. As of 29 December 1967, Singaporean law does not allow the issu-
ance of bearer shares (see s.66 CA, read with s.190 CA). The bearer of a share
warrant issued before 29 December 1967 can surrender it for cancellation
and have his name entered in the register of members (s.66(2) CA). Singapore
authorities do not have information on how many share warrants still exist.
However, share warrants can be issued only by companies which existed
prior to 29 December 1967. Singapore informed that such companies are
1122, approximately 0.5% of the companies currently operating in Singapore.

Partnerships (ToR A.1.3)

Types of partnerships
87. Singapore law provides for three types of partnerships:
‡ general partnerships;
‡ limited liability partnerships (LLP); and
‡ limited partnerships (LP).
88. General partnerships are regulated under the Partnerships Act, where
a partnership is defined as the relation which subsists between persons car-
rying on a business in common with a view of profit. A general partnership
is not regarded as a separate legal entity, and the liability of each partner is
unlimited. There are no capital requirements. The minimum number of part-
ners is 2 and the maximum is 20.
89. Pursuant to the 2005 Limited Liability Partnerships Act, an LLP is
regarded as a body corporate and has a legal personality separate from its
partners. For tax purposes, however, an LLP is treated as a transparent entity.
There are no capital requirements. The minimum number of partners is two
with no maximum limit. An LLP gives its owners the flexibility of operating
as a partner while giving them limited liability, combining the benefits of a
partnership with those of private limited companies.

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90. Pursuant to the 2009 Limited Partnership Act, an LP is a business


structure that allows a business to operate and function as a partnership with-
out a separate legal personality from the partners. It must consist of one or
more general partners who have unlimited liability and one or more limited
partners who enjoy limited liability. A partnership is deemed to be a general
partnership unless one or more partners of the partnership are registered as
limited partners under the LP Act. LPs are transparent for tax purposes.
91. In addition, in Singapore sole proprietorships are essentially subject
to the same obligations as general partnerships.
92. As of 1 October 2010, in Singapore there were 7 884 limited liability
partnerships and 70 limited partnerships, along with 150 994 registered gen-
eral partnerships and sole proprietorships.

Ownership and identity information on partnerships to be provided to


government authorities

Information held by the Registrar


93. The ownership and identity information which is required to be pro-
vided to government authorities varies for each type of partnership.
94. General partnerships are subject to the rules applying to all persons
carrying on business in Singapore. In principle, every person who carries on
business in Singapore must be registered under the Business Registration Act
(BRA). Exceptions are available for individuals carrying on small businesses
(taxi drivers, craftsmen, etc.),14 public bodies (authorities, institutions, funds),
charities, professionals and companies that need to comply with specific
registration requirements provided for under other Acts (e.g. medical prac-
titioners, companies, limited partnerships and limited liability partnerships)

14. Pursuant to the First Schedule of the Business Registration Act, businesses excluded
from the registration requirements under s. 4 BRA are the following: Any business
of a licensed hawker, whether itinerant or otherwise, who sells or exposes for sale
any food, drink, goods, wares or merchandise of any kind, or who offers for hire
his skill in handicraft or craftsmanship; any business of a craftsman who (a) exer-
cises his craft on his own domestic premises; (b) does not display the products of
his craftsmanship for sale in public; and (c) does not employ any person other than
members of his immediate family for the purpose of his business; any business of
(a) a taxi driver; (b) a trishaw rider; (c) a sampan man plying his sampan for hire;
or (d) a farmer, a fish pond keeper or a prawn pond keeper who (i) does not employ
any person other than members of his immediate family; (ii) does not own the land
on which his farm or pond stands; and (iii) does not charge members of the public
any fee for admission.

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(s.4 BRA). In the case of a business carried on by a firm (which includes gen-
eral partnerships),15 the information that must be lodged with the Registrar
includes: the name, identification (if any), nationality and the usual place of
residence of every partner and, where a partner is a corporation, the cor-
porate name, registration number and registered office of the corporation
(s.6(1) BRA). These rules also apply to sole proprietorships.
95. For limited liability partnerships, registration requirements are pro-
vided for by the Limited Liability Partnerships Act. Under s.15(1), the infor-
mation that must be lodged with the Registrar for the purposes of registration
includes:
‡ the name of the proposed limited liability partnership;
‡ the general nature of the proposed business of the limited liability
partnership;
‡ the proposed registered office of the limited liability partnership;
‡ the name, identification, nationality and the usual place of residence
of every person who is to be a partner and, where any of these per-
sons is a body corporate, the corporate name, place of incorporation
or registration, registration number and registered office of the body
corporate to which all notices and communications may be addressed;
‡ the name, identification, nationality and the usual place of residence
of every person who is to be a manager of the partnership and, where
any of these persons is a body corporate, the corporate name, place
of incorporation or registration, registration number and registered
office of the body corporate to which all notices and communications
may be addressed; and
‡ such other information as may be prescribed by the Minister.
96. In addition to the information required for limited liability partner-
ships, limited partnerships are required to lodge with the Registrar infor-
mation on the general and limited partners, name and address of any local
manager and the term, if any, for which the proposed limited partnership is
entered into, as well as the date of its commencement (s.11(1) LP Act).
97. Where a general partner of a limited partnership carries on a busi-
ness wholly or mainly as nominee or trustee of or for another person, he
must submit additional information to the Registrar (s.7 BRA and s.11(3) LP

15. A “firm” is defined in section 2(1) of the Business Registration Act as an unin-
corporated body of 2 or more individuals, or one or more individuals and one or
more corporations, or 2 or more corporations, who have entered into partner-
ship with one another with a view to carrying on business for profit.

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Act). For nominees and trustees, such additional information must include
the name, nationality and usual place of residence of every person on whose
behalf the business is carried on and, if such person is a corporation, the
name of the corporation, its registered office and the general nature of its
business. If the beneficiaries are a class of children or other persons, he must
furnish a description of the class.
98. All foreign partnerships with a place of business in Singapore are
required to register with ACRA and submit the same information requested
for domestic partnerships (s.6 BRA). Agents of foreign partnerships must
also submit additional information to the Registrar including the business
name and address of the foreign partnership for whom they work and the
general nature of the business in Singapore. Agents working for three or more
foreign partnerships, need only state the fact that the business is so carried
on, specifying the partnerships they act for and the countries in which those
partnerships carry on business (s.7 BRA and s.11(3) LP Act).
99. For all limited and limited liability partnerships, where there is any
change in the registered particulars, the nature and date of the change must
be reported to ACRA within 14 days after the change.

Information held by the tax authorities


100. Partnerships are required to file tax returns with the IRAS, even
if they are considered transparent entities for tax purposes (s.62 ITA). The
notice issued by the Comptroller requires the “precedent partner” of any
partnership to fill a return in respect of “income from a trade, business, pro-
fession or vocation carried out by two or more persons jointly”. Singaporean
partnerships and foreign partnerships registered with the ACRA are subject
to tax reporting obligations even when no income tax is due in Singapore.
101. The precedent partner is the partner who, of the partners personally
present in Singapore, is first named in the agreement of partnership or speci-
fied in the usual name of the firm. If the partner named with precedence is not
an acting partner, the reporting obligations will apply to the precedent acting
partner (s.71 ITA). Where no partner of the partnership is personally present in
Singapore, the return shall be made and delivered by the attorney, agent, man-
ager or factor of the firm in Singapore (s.71(2) ITA). When filing the income
tax return of the partnership, the precedent partner has to declare therein the
names and addresses of the other partners in the firm together with the amount
of the share of the income to which each partner was entitled for that year.
102. Partnerships are required to file tax returns even if they have no
income accruing in or derived from Singapore, or received in Singapore from
outside Singapore. However, the partnership may apply for a waiver of this
obligation if it is dormant.

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103. The tax authorities can also obtain from ACRA the following infor-
mation concerning partnerships:
‡ name of partnership and its business address;
‡ business registration number and date of registration;
‡ nature and status of business;
‡ name, identification, nationality and address of partners;
‡ name and identification number of precedent partners; and
‡ date of entry/withdrawal of partners.
104. For limited partnerships, the IRAS can also obtain additional infor-
mation from ACRA indicating, where relevant, on whose behalf the general
partners act.
105. In addition to these general requirements, limited liability partner-
ships and limited partnerships which have incurred business losses are
required to complete and submit to the IRAS a capital contribution form
declaring contributed capital of the partners as at the end of the account-
ing period. The capital contribution form has to be submitted in the year of
assessment in which the loss is incurred, and all subsequent years of assess-
ment, regardless of whether the partnership makes a profit or loss. If the
capital contribution is in the form of real property, shares and securities or
intellectual property to a value exceeding SGD 0.5 million (EUR 285 000),
the precedent partner is also required to submit an independent valuation
report in respect of the item.

Ownership information held by the partnership or partners


106. Like companies, partnerships need to have a resident manager. The
obligation to appoint a local manager applies where a person carrying on
business required to be registered under the Act is, or, in the case of any cor-
poration, the directors are, or the secretary of the corporation is, not ordi-
narily resident in Singapore (s.9(1) Business Registration Regulations). Under
section 2(1) of the Business Registration Act, the word “person” includes a
corporation, firm (including partnerships), foreign firm and individual. For
limited liability partnerships, at least one manager must be ordinarily resident
in Singapore (s.23(1) LLP Act) and for limited partnerships, a local manager
may be required to be appointed where every general partner is ordinarily
resident outside Singapore (s.28 LP Act).
107. The general partners of a “relevant limited partnership”, i.e. lim-
ited partnerships set up primarily for the purpose of establishing a fund for
investment, are under an obligation to maintain a register. This must contain

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the full name, identification, nationality and the usual place of residence of
every limited partner of the limited partnership (where any limited partner
of the limited partnership is a corporation, the corporate name, place of
incorporation or registration, registration number and registered office of
the corporation to which all notices and communications may be addressed)
(s.12(3) Limited Partnerships Regulations 2009).
Ownership information held by service providers
108. The MAS’s AML/CFT Notices16 (MAS Notices) for financial institu-
tions, trust companies, money changers, remittance companies and approved
trustees require these entities to conduct CDD on all customers, including
partnerships that seek to establish business relations. Upon the establishment
of business relationships, these entities are required to obtain, verify and
record information on the customer transacting on behalf of the partnership;
on all managers of thepartnership; and all beneficial owners of thepartnership.
Beneficial owners is defined as being the natural persons who ultimately own
or control the customer or the person on whose behalf a transaction is being
conducted, and including the persons who exercise ultimate effective control
over a body corporate or unincorporated. These obliged entities are required
to periodically review the adequacy of customer identification information
obtained in respect of customers and beneficial owners and ensure the infor-
mation is kept up to date.
109. Advocates and solicitors are required to carry out CDD under the
Legal Profession (Professional Conduct) (Amendment) Rules 2007. Public
accountants providing auditing services are also required to carry out CDD
under guidance issued by the Institute of Certified Public Accountants of
Singapore, in particular, under Revised Statement of Auditing Practice (SAP
19) and auditing standards in relation to the consideration of laws and regu-
lations and fraud in an audit. Accountants who are not registered as “public
accountants” are not subject to specific binding CDD obligations (see above
paras.33-34).

Conclusion
110. Overall, comprehensive, up-to-date ownership and identity infor-
mation is available to the ACRA or the IRAS in respect of all partnerships
operating in Singapore. In addition to this, financial institutions and some
other service providers are required under anti-money laundering legislation
to obtain information on the ownership chain for all of their customers.

16. See MAS Notices 626, 1014, 824, SFA04-N02, FAA-N06, 314, TCA-N03, 3001,
SFA13-N01, PSOA-N02.

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Trusts (ToR A.1.4)

Types of trusts
111. Trusts are recognised, and can be created under Singaporean law.
In addition to the common law principles, there are specific statutes and
statutory provisions on the law on trusts in Singapore, notably the Trust
Companies Act (TCA), the Trustees Act and the Business Trusts Act (BTA).
As a general rule, for any trust business conducted in Singapore, the same
legal and regulatory framework applies regardless of whether the settlors
are resident or non-resident, or whether assets settled in the trust are located
within or outside Singapore.
112. A trustee of a Singaporean trust may be a natural or corporate entity,
and does not have to be a resident of Singapore. The types of trusts created
under the laws of Singapore may be categorised as:
‡ private trusts;
‡ business trusts; and
‡ unit trusts (also known as collective investment schemes).
113. A private trust, otherwise known as an express trust, is a trust cre-
ated under the common law when the provisions of the trust manifest the
certainty of intention, certainty of the subject matter, and the certainty of
objects. The private trust also has to be properly constituted. Evidence in
writing is required for a declaration of trust in respect of any immovable
property or a disposition of an equitable interest.
114. Business trusts (defined under s.2 BTA) are hybrid structures with ele-
ments of both companies and trusts. A business trust differs from a company
as it is not a legal entity, and is created by a trust deed under which a single
trustee-manager has legal ownership of the assets of the business enterprise,
and manages the business for the benefit of the beneficiaries of the trust (the
investors). Like a company, however, a business trust operates and runs a
business enterprise, and investors can invest in the underlying business by
subscribing units in the business trust, similar to investing in shares in a com-
pany. Further, these units can be listed and traded on a securities exchange.
115. As defined under the Business Trusts Act, units in a business trust
must be exclusively or primarily non-redeemable. The trustee-manager of a
registered business trust must be a company incorporated in Singapore, and
must not be an exempt private company (s.4 BTA).
116. A trust is considered to be a business trust also if it belongs to a
class or description of trust that is declared by MAS, by notice published in
the Gazette, to be a business trust. Certain types of trusts – such as trusts

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operated otherwise than by way of business, trusts arising out of a life policy
or trusts made by or on behalf of a corporation solely for the benefit of its
directors are not regarded as business trusts for the purposes of the Business
Trusts Act.
117. Unit trusts are essentially a means for investment in a portfolio
of securities and are therefore regulated as collective investment schemes
(CIS) under the Securities and Finance Act. The trustee of an authorised
unit trust (i.e. one which is constituted in Singapore and offered to retail or
sophisticated investors in Singapore) must be approved by MAS (s.289 SFA).
An approved trustee must be a public company incorporated in Singapore.
It must also meet certain minimum financial and operational requirements.
Moreover, the trustee company and each of its officers must be fit and proper
persons. Such approved trustees will be subject to inspection by MAS.
118. A trust can also be a charity, in which case, it must satisfy all the
requirements set out under the Charities Act. Singapore law also recognises
waqfs, under the Administration of Muslim Law Act (AMLA). A waqf is a
permanent dedication of movable or immovable properties by a Muslim for
any purpose recognised by the Muslim law as pious, religious or charitable.
All waqfs are registered in Majlis Ugama Islam Singapura (MUIS), the
Islamic Religious Council of Singapore, thereby allowing MUIS to have a
complete database of all waqf properties, revenue, expenses and disburse-
ment information (s.64(3) AMLA).

Licensed trust businesses


119. Any person carrying on any trust business or holding himself out as
carrying on any trust business in Singapore must be licensed as a trust com-
pany. Licensing and CDD requirements apply to any persons having a physi-
cal presence in Singapore and offering trust business therein, regardless of
whether such persons are of residential or non-residential status; or whether
the assets settled in the trust are located within or outside Singapore. They
also apply to foreign trusts with a trustee resident in Singapore. Trust busi-
ness is defined in the First Schedule of the Trust Companies Act to include:
‡ the provision of services with respect to the creation of an express trust;
‡ acting as trustee in relation to an express trust;
‡ arranging for any person to act as trustee in respect of an express
trust; and
‡ the provision of trust administration services in relation to an express
trust.

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120. Successful application for a trust company license requires the applicant
to have, inter alia, a physical presence in Singapore and management expertise
and financial soundness (s.5 Trust Companies Act). Trust company licences are
granted only to companies incorporated under the Companies Act, or foreign
companies registered under the Companies Act. As part of licensing, applicants
are required to provide general information on the types of trusts they intend to
administer or provide services to, as well as the nature of services that they are
extending.17 MAS Notice TCA-N03 requires licensed trusts companies to collect
detailed information on the specific trusts being administered; such information
is obtainable by the competent authorities upon request.

Persons exempt from trust company licensing requirements


121. Exemptions from the requirement to hold a trust business licence in
respect of the carrying on of trust business are granted in respect of private
trust companies or persons who already hold a business licence, such as
banks licensed under the Banking Act, merchant banks approved as a finan-
cial institution under the MAS Act or professional service providers, such as
lawyers and public accountants (s.3 and Second Schedule Trust Companies
Act). Exempt entities are generally required to comply with CDD obligations
under the rules issued by their respective supervisors.
122. A private trust company is a company that provides trust services to
connected persons (e.g. family members) and does not solicit trust businesses
from, or provide trust services, to the public. Even though private trust com-
panies are exempted from licensing under the Trust Companies Act, the MAS
requires them to engage a licensed trust company to carry out the necessary
CDD checks, which include identifying and verifying information on the
settlors, trustees, beneficiaries and beneficial owners.
123. Advocates and solicitors, public accountants, banks, capital markets
services license holders and Direct Life Insurers seeking to provide trustee-
related services may be exempted from trust company licensing provided
they are already licensed with the respective supervisory bodies (s.15 Trust
Companies Act as implemented by the 2005 Trusts Companies (Exemption)
Regulation). Such exemptions, however, only apply to certain trust-related
activities, such as services relating to the formation of a trust, arrangements
for any other person to act as trustee of a trust or the provision of trust admin-
istration services which are procedural and non-discretionary. In addition,
lawyers do not need to be licensed as trust companies to manage trusts whose
total amount of financial assets does not exceed SGD 2 million (EUR 1.14 mil-
lion); equally, public accountants do not need to be licensed as trust companies

17. Trust Companies Act Form 1; available at www.mas.gov.sg/resource/legislation_


guidelines/trust_companies/forms/TCA_Form_1_Sep%2007.pdf.

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38 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

to provide professional accounting services to a trust (ss.4(1)b(iv) and 4(1)(c)


2005 Trusts Companies (Exemption) Regulation). These exemptions from the
trust business licence requirements may only be obtained by public account-
ants. Accountants who are not registered with the ACRA and intend to carry
on a trust business need to obtain a trust business licence and, therefore,
comply with the licensing and CDD obligations described above.
124. Lawyers are subject to binding CDD obligations with respect to
trusts. Before acting for a trust, a lawyer must ascertain the identity and
verify the trustees and beneficiaries (including the beneficial owner), as
well as the nature and purpose of the trust (set out in the Legal Profession
(Professional Conduct) Rules and the Law Society’s Practice Direction 1 of
2008). Public accountants providing auditing services are also obliged to
conduct CDD under the guidance issued by the Institute of Certified Public
Accountants of Singapore (SAP 19). Compliance with SAP 19 is monitored
under the Practice Monitoring Programme under the Accountants Act.
125. The MAS may also grant, by notice in writing, further exemptions
to persons filing a written application; it may prescribe or specify in writ-
ten directions such conditions or restrictions as it thinks fit to impose on
an exempt person in relation to the conduct of trust business or any related
matter as the Authority thinks fit. The exempt person must comply with such
conditions or restrictions. Exempt trust service providers must notify MAS
in writing that they are providing trusts business services or that they have
ceased to provide them.

Trust ownership and identity information to be provided to government


authorities

Registration of trusts
126. Singapore’s trust regulatory framework does not provide for a central
registry for express trusts, but targets the major avenues of trust formation
and trust administration in Singapore through the application of regulations
and guidelines on trust intermediaries such as trust companies, advocates,
solicitors and public accountants. All these professional intermediaries fall
under the definition of regulated trust businesses. Trusts established by trus-
tees who are not deemed to carry out a trust business are typically simple
arrangements and constitute a very narrow segment of the trust industry in
Singapore. Even so, financial institutions are obliged to conduct CDD, includ-
ing obtaining beneficial ownership information, on their customers including
customers related to private trusts.
127. Business trusts that raise funds from the retail public are required
to be registered under the Business Trusts Act for the purpose of investor

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protection. Registration is conducted with the MAS. Requirements are


imposed under s.69 of the Business Trusts Act to ensure that the information
kept within the register of unitholders is up-to-date.
128. For the purposes of registration under the Business Trusts Act, the
proposed trustee-manager of a business trust is required to submit an applica-
tion for registration. Information required to be provided includes the name
and contact details of the trustee-manager, the board composition, the audit
committee composition, particulars of directors and substantial shareholders
of the trustee-manager. On an ongoing basis, the Business Trusts Act requires
trustee-managers to notify MAS of any changes to the information submitted
within 14 days from the change (s.5 BTA).
129. There are presently 10 business trusts registered under the Business
Trust Act, all of which are listed business trusts that market to the retail public.
130. Unit trusts which are constituted in Singapore and which are offered
to retail or sophisticated investors must be authorised and registered with the
MAS under s.286 and s.289 of the SFA, respectively. Unit trusts which are
constituted outside Singapore and which are offered to retail or sophisticated
investors must likewise be recognised by the MAS, in accordance with s.287
of the SFA. Unit trusts which are offered to only institutional investors need
not be authorised or recognised. The requirement for authorisation or rec-
ognition is independent of the residence of the unitholders of the unit trust.
Application for authorisation or recognition of a unit trust must be accompa-
nied by information regarding the identities of the fund manager and trustee
of the unit trust.

Information to be provided to the tax authorities


131. Private trusts are obliged to file tax returns if the trust receives
income accrued in Singapore or receives income in Singapore from outside
Singapore. A copy of the trust deed, information on the name, address and
contact details of the trustee are thus also required to be provided to the
Comptroller of Income Tax (s.62 ITA).
132. The notice issued by the Comptroller requires executors, administra-
tors or trustees to file a return in respect of income of any estate, trust or set-
tlement and trustees of unit trusts to file a return in respect of income of any
unit trust. Trustees of private trusts are required to file annual tax returns sep-
arately for each trust they administer once the trust receives taxable income.
133. Excepted from this requirement are foreign trusts – i.e. trusts created
in writing where every settlor and beneficiary of the trust are: (i) individuals
who are neither citizens nor residents of Singapore, or (ii) foreign compa-
nies – covered under s.13G ITA. Income from such a trust is exempt from

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Singapore’s income tax. Exempt foreign trusts include unit trusts that are
beneficially owned wholly by such individuals or foreign companies.18
134. Finally, it is conceivable that a trust could be created which has no
connection with Singapore other than that the settlor chooses that the trust
will be governed by the laws of Singapore. In that event there may be no
information about the trust available in Singapore. In these situations trust
information would rest in the jurisdiction where the trustee is located as the
relevant records would be situated there.

Trust ownership and identity information to be held by trustees and


service providers
135. As a general rule, Singapore law on trusts provides for a statutory
duty of care under section 3A of the Trustees Act, which applies when a trus-
tee exercises certain duties and powers that are listed in the First Schedule to
the Act, e.g. in making investments, acquiring land and insuring property.
136. Subject to the trust instrument, the statutory duty of care requires the
trustee to exercise such care and skill as is reasonable in the circumstances,
having regard in particular:
(a) to any special knowledge he has or holds himself out as
having; and (b) if he acts as a trustee in the course of a business
or profession, to any special knowledge or experience that may
reasonably be expected of a person acting in the course of that
kind of business or profession.
137. As in other common law jurisdictions, the duties of a trustee under
Singaporean law are complemented by case law.
138. The Business Trusts Act further requires the trustee-manager of a
registered business trust to make a copy of the trust deed available to the
public without charge. The trust deed must contain provisions on the trustee-
manager’s powers, the scope of trust business involved, as well as the nature

18. Section 13G of the Income Tax Act exempts from income tax in Singapore, income
prescribed under the Income Tax (Exemption of Income of Foreign Trusts) Regula-
tions 1994. The regulations exempt from tax the specified income from designated
investments derived by a foreign trust or eligible holding company, established for
the purposes of the foreign trust, which is administered by a Singapore trustee com-
pany. The trustee company must submit an annual declaration to the Comptroller, in
such form as the Comptroller or the Monetary Authority of Singapore specifies, that
the foreign trust or the eligible holding company (as the case may be) has, or both
the foreign trust and the eligible holding company have, met the conditions in the
Regulations.

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 41

of the units in the registered business trust (s.28 BTA). Trustee-managers of


a registered business trust and approved trustees of authorised unit trusts
are also required to maintain a public register of unitholders which contains:
the names and addresses of each unitholder, the extent of holdings by each
unitholder, the date on which the name of unitholder was entered into the reg-
ister and the date where each person ceased to be a unitholder (s.69 BTA and
s.287(13) SFA). As a general principle, the register of unitholders must be kept
at the trustee-manager’s registered office. Nonetheless, if the work of making
up the register is done in another office of the trustee-manager in Singapore
or by another person, the register may be kept in the office of that other office
of the trustee-manager or that other person if the office is in Singapore.
139. The MAS Notice for licensed trust companies, as well as Regulation 20
of the Trust Companies Regulations, imposes CDD obligations on all licensed
trust companies requiring them to collect information on settlors, trustees,
beneficiaries and beneficial owners. This information includes, inter alia:
‡ full name of all settlors, trustees, beneficiaries and beneficial owners;
‡ unique identification number of all settlors, trustees, beneficiaries
and beneficial owners;
‡ existing residential address, registered or business address, and con-
tact telephone number;
‡ date of birth or incorporation/registration;
‡ nationality or place of incorporation/registration;
‡ where the trust relevant party is a company, identity of the directors
of the company;
‡ where the trust relevant party is a partnership or a limited liability
partnership, identity of the partners; and
‡ where the trust relevant party is any other body corporate or unin-
corporated, identity of the persons having executive authority in that
body corporate or unincorporated.
140. Entities and individual service providers exempted from trust com-
pany licensing must still comply with CDD obligations. Private trust compa-
nies must engage a licensed trust company to conduct CDD. The application
of CDD measures by licensed trust companies would ensure the collection
of identity information on the settlors, trustees, beneficiaries and beneficial
owners involved in a private trust, as well as the retention of all copies of all
verification reference documents for a period not less than five years.
141. Under binding AML/CFT Rules on lawyers, before acting for a trust,
a lawyer must ascertain the identity and verify the trustees and beneficiaries

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(including the beneficial owner), as well as the nature and purpose of the
trust. Public accountants are required to develop a thorough understand-
ing, through appropriate due diligence, of the true beneficial parties to the
transactions, the source and intended use of funds and the appropriateness
and reasonableness of the business activity and pattern of transactions in the
context of the business, under SAP 19 which is monitored under the Practice
Monitoring Programme under the Accountants Act (see above paras.33-34).
Regulated financial institutions performing exempted business trusts services
are subject to the CDD requirements imposed under their respective MAS
Notices. These requirements oblige them to identify and verify information
of trust-related parties including settlor, trustees, beneficiaries and beneficial
owners.
142. As explained in paragraphs 33-34 above, when the service provider
of a foreign exempt trust is an accountant not registered as a “public account-
ant” he will not be subject to specific binding CDD obligations under the
Accountants Act. He will nonetheless be required to obtain a business trust
licence and hence comply with CDD and licensing requirements under the
Trust Companies Act, as the exemption from trust business licensing require-
ments only covers “public accountants” (s.3 and Second Schedule TCA).
143. In addition, when trusts undertake financial transactions using any
financial institution operating in Singapore, the financial institution is required
under the MAS Notices to conduct CDD to identify, verify and record informa-
tion on the trust-related parties, including the settlors, trustees, beneficiaries
and the beneficial owners of the trust.
Conclusion
144. In essence, identity and ownership information is generally avail-
able in respect of trusts administered by trust companies and trust company
service providers. Information may not necessarily be available for trusts
administered by individuals not acting by way of business. Singapore’s
trust regulatory framework targets the major avenues of trust formation and
administration by regulating trust intermediaries that provide such trust ser-
vices by way of business. In Singapore’s view the number of trustees who are
not acting by way of business is a narrow category, and such structures are
likely to be simple (examples of such structures include trust arrangements
between relatives). This issue will be followed up in the Phase 2 review.

Foundations (ToR A.1.5)


145. There are no legislative or common law principles which permit the
establishment of foundations under Singapore law. While there are entities
that are called foundations, they take the form of other recognised entities,
e.g. companies and trusts. Similarly, there are no laws pursuant to which any

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person or entity in Singapore who is a founder, member or beneficiary of a


foundation formed under the laws of another jurisdiction, is required, on the
basis of that relationship, to retain any ownership or identity information
relating to that foundation.

Enforcement provisions to ensure availability of information


(ToR A.1.6)

Companies, partnerships and trusts laws


146. Singaporean laws provide for detailed penalties for non-compliance
with key obligations to maintain ownership and identity information.
147. Companies face penalties for failure to lodge the prescribed returns
with ACRA or to keep any of the prescribed registers. In case of failure to
lodge the return of allotment, offenders are liable on conviction to a fine
not exceeding SGD 4 000 (EUR 2 280) and to a default penalty of SGD 250
(EUR 143) (s.63 CA). For failure to lodge the annual return, the company and
every officer of the company who is in default is guilty of an offence and
liable on conviction to a fine not exceeding SGD 5 000 (EUR 2 850) and also
to a default penalty (ss.197(7) and 408 CA).
148. Failure to maintain the register or index of members triggers convic-
tion to a fine not exceeding SGD 1 000 (EUR 570) and also a default penalty.
For failure to comply with requirements to keep the register of substantial
shareholdings or to report substantial shareholdings or changes of substan-
tial shareholdings, offenders are liable on conviction to a fine not exceeding
SGD 5 000 (EUR 2 850) and in the case of a continuing offence to a further
fine of SGD 500 (EUR 285) for every day during which the offence continues
after conviction.
149. The Companies Law also provides for specific penalties applicable
to foreign companies failing to lodge any of the prescribed returns or to
keep the branch register at their registered office in Singapore. In such cases,
the company and every officer of the company who is in default and every
agent of the company who knowingly and wilfully authorises or permits the
default is guilty of an offence and liable on conviction to a fine not exceeding
SGD 1 000 (EUR 570) and also to a default penalty. An agent of a foreign
company (who has changed his residential address) who does not notify: (i) the
foreign company of the change; and (ii) the Registrar of his new residential
address within 30 days, is guilty of an offence and liable on conviction to a
fine not exceeding SGD 5 000 (EUR 2 850) and also to a default penalty.
150. Partnerships that fail to comply with the obligation to report any
change in the particulars registered to ACRA within 14 days after the change
commit an offence. Offenders are liable on conviction to a fine not exceeding

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SGD 5 000 (EUR 2 850) or to imprisonment for a term not exceeding 12


months or to both. For limited liability partnerships, in the case of a continu-
ing offence, a further fine not exceeding SGD 200 (EUR 114) for every day
or part thereof during which the offence continues after conviction will be
applicable.
151. Penalties for trustees-managers not complying with record keeping
and reporting obligations for business trusts may be summarised as follows:
‡ failure to furnish MAS with prescribed particulars of registered
business trusts or to update such information is subject to a fine not
exceeding SGD 50 000 (EUR 28 500) (s.5 BTA);
‡ non compliance with the requirement to include in the trust deed pro-
visions on the trustee-manager’s powers, the scope of trust business
involved, as well as the nature of the units in the registered business
trust, may result in a fine of up to SGD 100 000 (EUR 57 000) and, in
the case of a continuing offence, a further fine of up to SGD 10 000
(EUR 5 700) for each subsequent day of non-compliance; and
‡ failure to make a copy of the trust deed available to the public
without charge or to maintain a public register of unitholders may
be subject to a fine not exceeding SGD 25 000 (EUR 14 250) and,
in the case of a continuing offence, to a further fine not exceeding
SGD 2 500 (EUR 1 425) for every day or part thereof during which
the offence continues after conviction.
152. In addition, under the Trust Companies Act, failure for a licensed
trust company to maintain books explaining its business, as well as transac-
tions entered into, or on behalf of a trust operated by it for a period of at least
five years may lead to a fine of up to SGD 50 000 (EUR 28 500). A fine not
exceeding SGD 50 000 is also prescribed for unit trusts failing to maintain a
register of the unitholders.

Compliance with MAS Notices


153. Compliance with MAS’s Notices is supported by on-site and off-site
supervision. Any financial institution that fails or refuses to comply with the
AML/CFT Notices is guilty of an offence and liable on conviction to a fine
not exceeding SGD 1 million (EUR 570 000) and, in the case of a continuing
offence, to a further fine of SGD 100 000 (EUR 57 000) for every day during
which the offence continues after conviction. For AML/CFT breaches com-
mitted by financial institutions which are under MAS’s regulatory purview,
the latter may also take further supervisory measures covering a range of
administrative sanctions.

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Specific penalties for professional service providers


154. Rules issued under the Legal Profession Act have the force of law.
Breaches of the Rules, including those referring to CDD, may lead to disci-
plinary proceedings with penalties ranging from being struck off the roll, sus-
pension from practice, a fine or a censure. Practice Directions issued under
the Legal Profession Act are similarly enforceable if the breach amounts to
misconduct.
155. To ascertain whether the AML/CFT requirements in the Rules or
Practice Direction are being complied with, the Council of the Law Society
may require a lawyer to produce documents or provide any information or
explanation. The documents, information or explanations obtained may be
used as a basis for disciplinary proceedings under the Legal Profession Act.
Solicitors found guilty under a disciplinary proceeding may be struck off the
roll, suspended from practice for a period not exceeding 5 years, requested to
pay a penalty of not more than SGD 100 000 (EUR 57 000) or censured (s.83
Legal Profession Act).
156. Public accountants providing auditing services are required to carry out
CDD under guidance issued by the Institute of Certified Public Accountants of
Singapore, in particular, under Revised Statement of Auditing Practice (SAP
19) and auditing standards in relation to the consideration of laws and regula-
tions and fraud in an audit. Failure to pass a practice review under the Practice
Monitoring Programme may result in various consequences from restriction
of provision of public accountancy services up to cancellation of registration.
Accountants that are not public accountants, however, are not registered with
ACRA.

Failure to comply with tax law reporting obligations


157. In the event of non-compliance with s.62 ITA, the company or the
partnership will be guilty of an offence under s.94A ITA. The person is liable
on conviction to a fine not exceeding SGD 1 000 (EUR 570) and in default
of payment the company’s director is liable to imprisonment for a term not
exceeding six months. If the company fails to file a return and still does not
do so upon receiving written notice by the Comptroller of Income Tax to file
a return of income within a reasonable period, then it is liable to a further
penalty of SGD 50 (EUR 28.5) for every day during which the offence is
continued after conviction of such offence.
158. In addition, any person who fails or neglects without reasonable
excuse to comply with s.62 of the Income Tax Act in respect of any year of
assessment for two years or more shall be guilty of an offence and if con-
victed a penalty shall be imposed that is equal to double the amount of tax
which the Comptroller of Income Tax assesses him to be liable for that year

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of assessment based on the Comptroller of Income Tax’s best judgment, and


a fine not exceeding SGD 1 000 (EUR 570). In default of payment, imprison-
ment for a term not exceeding 6 months will be imposed.
159. Overall, non-compliance with registration requirements in Singapore
is viewed seriously. Legal entities and arrangements which fail to register
or provide subsequent notifications to the registrar, or maintain ownership
and identity information of shareholders can be sanctioned by significant
fines. Financial institutions and professional service providers with AML
legislation are subject to disciplinary and monetary fines for non compliance.
Non-compliance with Singapore’s tax filing requirements is similarly viewed
seriously, and sanctioned by fines or imprisonment.
160. The effectiveness of the enforcement provisions which are in place in
Singapore will be considered as part of the Phase 2 Peer Review.

Determination and factors underlying recommendations

Phase 1 Determination
The element is in place.
Factors underlying Recommendations
recommendations
Not all nominees are required to have An obligation should be established
information available on the persons for all nominees to maintain relevant
for whom they act. ownership and identity information
where they act as the legal owner on
behalf of any other person.

A.2.Accounting records
Jurisdictions should ensure that reliable accounting records are kept for all
relevant entities and arrangements.

161. A condition for exchange of information for tax purposes to be effec-


tive, is that reliable information, foreseeably relevant to the tax requirements
of a requesting jurisdiction is available, or can be made available, in a timely
manner. This requires clear rules regarding the maintenance of accounting
records. The obligations to maintain reliable accounting records are found in
the laws governing the various types of entities covered by this report, and in
the Income Tax Act.

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General requirements (ToR A.2.1)

Commercial law
162. The Companies Act requires every company to keep (s.199(1)):
such accounting and other records as will sufficiently explain the
transactions and financial position of the company and enable
true and fair profit and loss accounts and balance-sheets and
any documents required to be attached thereto to be prepared
from time to time and shall cause those records to be kept in such
manner as to enable them to be conveniently and properly audited.
163. This means companies in Singapore are required to maintain
accounting records which: (i) correctly explain all transactions; (ii) enable the
financial position of the company to be determined with reasonable accuracy
at any time; and (iii) allow financial statements to be prepared. In addition,
all companies are required to have their financial statements laid before the
company at the annual general meeting (s.201(1) to (3C) CA). The directors
of the company are responsible for ensuring:
‡ that the financial statements comply with the Accounting Standards
(s. 201(1) to (3A) CA); and
‡ unless the company is exempt from the audit requirements, that the
financial statements are audited (s. 201(4) and (4A) and 205B and
205C).
164. Exempt private companies are required to lay their balance sheets
and profit and loss statements before the company at their annual general
meetings but, if solvent, they are exempt from filing their balance sheet or
profit and loss statement with their annual return submitted to the ACRA
under the Companies Act (s.197 CA). Notwithstanding, they are still required
under the Income Tax Act to file accounts with IRAS (s.67 ITA). In the event
that such companies have annual turnover that does not exceed SGD 5 mil-
lion (EUR 2.85 million), they can file unaudited accounts but the unaudited
accounts (including notes to the accounts) must be prepared in compliance
with the Companies Act, and must be accompanied by the Directors’ report
and Statement by Directors.
165. A foreign company carrying on business in Singapore is required to
lodge with ACRA a copy of its balance sheet within two months of its annual
general meeting and a duly audited statement showing: assets used in and lia-
bilities arising out of its operations in Singapore as at the date on which its bal-
ance sheet was made up; a duly audited profit and loss account. The Registrar
may ask for further details every time he is of the opinion that the balance
sheet and the other documents prepared according to the law applicable to the

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48 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

foreign company in the place of its incorporation or origin do not sufficiently


disclose the company’s financial position. When a foreign company is not
required by the law of the place of its incorporation or origin to prepare a bal-
ance sheet, it must prepare and lodge with the Registrar such documents as if
it were a public company incorporated in Singapore (s.373 CA).
166. Under the Partnerships Act (s.28), partners of a general partnership
are bound “to render true accounts and full information of all things affecting
the partnership to any partner or his legal representatives”. Partners are also
required to account to the firm for any benefit derived by him without the
consent of the other partners from any transaction concerning the partner-
ship, or from any use by him of the partnership property, name or business
connection (s.29(1)).
167. Every general partner of a limited partnership must ensure that such
accounting and other records as will sufficiently explain the transactions and
financial position of the limited partnership are kept (s.27(1) LP Act).
168. Accounting requirements for limited liability partnerships are more
extensive. Limited liability partnerships must keep such accounting and other
records as will sufficiently explain their transactions and financial position and
enable profit and loss accounts and balance-sheets to be prepared from time to
time which give a true and fair view of the state of affairs (s.25 LLP Act).
169. Singaporean laws explicitly provide for the maintenance of account-
ing records by private trusts, business trusts and unit trusts. With regards to
private trusts, s.28 of the Trust Companies Act states that all licensed trust
companies are obliged to maintain records which: (a) sufficiently explain the
trust’s transactions; (b) sufficiently explain the financial position of a trust’s
business; and (c) enable true and fair profit-and-loss accounts and balance
sheets to be prepared. Regulation 20 of the Trust Companies Regulations
further specifies that the maintenance of books should include all underlying
documentation (such as copies of all written agreements prepared and received
in the course of the trust business) related to the operation of the trust.
170. Equivalent provisions applying to business and unit trusts may be
found in s.75 of the Business Trusts Act, and Regulation 8 of the Securities
and Futures (Offers of Investments) (Collective Investment Schemes) Regula-
tions 2005.
171. These requirements apply both to domestic trustees and foreign trus-
tees licensed to carry on a trust business in Singapore.

Tax law
172. The Income Tax Act requires every person carrying on or exercis-
ing any trade, business or profession to keep books of account also requires

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companies to keep accounting records (s.67). Records required to be kept


include:
‡ books of account recording receipts or payments or income or expendi-
ture;
‡ invoices, vouchers, receipts, and such other documents as in the opinion
of the Comptroller of Income Tax are necessary to verify the entries in
any books of account; and
‡ any records relating to any trade, business, profession or vocation.
173. If the person’s gross receipts from his trade, business, profession or
vocation in the preceding calendar year exceeded SGD 18 000 (EUR 10 260)
from the sale of goods, or SGD 12 000 (EUR 6 840) from the performance
of services, he is further required to issue a printed receipt serially numbered
for every sum received in respect of goods sold or services performed in
the course of or in connection with such trade, business, profession or voca-
tion, and he has to retain a duplicate of every such receipt. However, where
a machine is used for recording sales, a receipt may be dispensed with if the
Comptroller is satisfied that such machine automatically records all sales
made and the total of all sales made in each day is transferred at the end of
the day to a record of sales.
174. In addition, the Comptroller is empowered to call for returns, docu-
ments and books for examination for the purpose of obtaining the full infor-
mation in respect of any person’s income, regardless of where such documents
are being kept (s.65 ITA).
175. Singapore’s authorities confirmed these requirements also apply to
exempt private companies.
176. Under s.67 of the ITA, all partnerships are required to maintain a
proper set of books of accounts or other records for purposes of verification
of the declared income. Such accounts and all records such as invoices and
bills have to be retained for five years. When submitting their tax return,
partnerships are requested to enclose a four-line statement on profits and
losses and details of other incomes received such as interest, rent, royalty and
foreign income, donations. For partnerships with revenue of SGD 500 000
or more (EUR 285 000 euro), the certified statement of accounts is also to
be enclosed (s.62 ITA). Singaporean partnerships and foreign partnerships
registered with the ACRA are subject to tax reporting obligations even when
no income tax is due in Singapore (see also paragraph 100 above).
177. With specific reference to private trusts, s.67 of the ITA applies
also to the trustee of the private trust that carries on a trade. Otherwise, the
trustee of the private trust will be required, for income tax purposes, to keep
accounting records and other records that will sufficiently explain: (i) the

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50 – COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION

transactions by the trustee entered into on behalf of the private trust; and
(ii) financial position of the private trust.
178. Trustees of foreign trusts are also subject to s.67of the ITA and, there-
fore, are obliged to keep and retain in safe custody sufficient records for a
period of five years from the year of assessment to which any income relates
to enable his income and allowable deductions under this Act to be readily
ascertained by the Comptroller or any officer authorised in that behalf by
the Comptroller. Singaporean authorities reported that s.67 applies also to all
trustees of foreign trusts carrying on a trade in Singapore, including trustees
of foreign trusts that are exempt from income taxes under s.13G of the ITA.
179. Moreover, in case of exempt foreign trusts, Regulation 3 of the
Income Tax (Exemption of Income for Foreign Trust) Regulations states that
tax exemptions may only be granted for foreign trusts and eligible holding
companies administered by a trustee company in Singapore. Under s.43J(2) of
the ITA, the term “trustee company” refers to a company that is either: (i) a
licensed trust company within the meaning of the Trust Companies Act (Cap.
336); or (ii) that is exempted under that Act from holding a trust business
license within the meaning of that Act. Licensed trust companies that admin-
ister trusts, including foreign trusts, are required, under the MAS AML/
CFT Notice for trust companies (MAS TCA-N03), to maintain documents
relating to the provision of trust business services. Such documents include
account files and business correspondence, and must be sufficient to explain
the trusts’ transactions. Foreign express trusts may also be administered by
entities that are exempted from trust business licensing – however, these enti-
ties are subject to their relevant MAS AML/CFT Notices or sector-specific
regulations/guidelines which set forth obligations on the trustee to maintain
accounting information sufficient to explain and reconstruct the transactional
relationship between the trust-relevant parties.

Conclusion
180. As a consequence, general tax obligations complement commer-
cial law obligations and, taken together, result in all relevant entities being
required to maintain accounting records should (i) correctly explain all
transactions, (ii) enable the financial position of the entity or arrangement to
be determined with reasonable accuracy at any time and (iii) allow financial
statements to be prepared.

Underlying documentation (ToR A.2.2)


181. Singapore’s commercial laws do not expressly impose an obliga-
tion to retain underlying documentation, such as invoices, contracts, etc.
In particular, the Companies Act does not expressly impose an obligation

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COMPLIANCE WITH THE STANDARDS: AVAILABILITY OF INFORMATION – 51

that accounting records reflect details of all sums of money received and
expended, all sales and purchases and other transactions, and the assets and
liabilities of the company.
182. More specific requirements to keep records and underlying docu-
mentation can be found in the tax law, under s.67 of the ITA (see above,
para.172). Such requirements apply to all relevant entities and arrangements
– including companies, partnerships, foreign entities and trusts – and are
further clarified by guidelines issued by the IRAS on the mandatory records
that businesses must keep in order to comply with Singapore tax laws.19
For example, the Record Keeping Guide for GST-Registered Businesses (as
revised on 11 November 2010) and non-GST Registered Businesses (31 May
2010) explains that, for income tax purposes, businesses must retain records
for, and be able to, explain all their transactions, namely:
‡ all transactions relating to income records;
‡ all transactions relating to business expenses; and
‡ all purchase transactions.
183. Businesses must also keep accounting records and schedules to sum-
marise their records in a systematic order. These include stock lists, sales
listings, purchase listings, general ledgers, statement and accounts. Finally,
businesses must keep the source documents (such as receipt, tax invoices,
vouchers, and other relevant documents) that explain how these accounting
records were derived.

The 5-year retention standard (ToR A.2.3)


184. The accounting and other records to be kept by a company under
s.199(1) of the CA are required to be retained by the company for “a period of
not less than 5 years from the end of the financial year in which the transac-
tions of operations to which those records relate are completed” (s199(2)). This
mandatory document retention period also applies to all accounting records
obtained in the course of any trust business conducted in Singapore, and hence
covers private trusts, business trusts and unit trusts. These obligations apply
equally to foreign businesses and trustees working for foreign trusts.
185. Section 25(2) of the Limited Liability Partnerships Act and s.27(2) of
the Limited Partnerships Act also requires LLPs’ and LPs’ accounting
records to be retained for a period of not less than five years.
186. For tax purposes, the ITA requires the retention of accounting records
for a period of five years from the year of assessment to which the income

19. www.iras.gov.sg/irasHome/page04.aspx?id=10286#Record_Keeping_Requirements.

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relates (s.67). The documentation retention period is not affected by possible


subsequent events.
187. Overall, relevant entities in Singapore are subject to comprehensive
requirements to keep accounting records, including underlying documenta-
tion, for the minimum period required by the standards (five years).

Determination and factors underlvying recommendations

Phase 1 Determination
The element is in place.

A.3. Banking information

Banking information should be available for all account-holders.

Record-keeping requirements (ToR A.3. 1)


188. The MAS AML/CFT Notices lay out record-keeping requirements
for financial institutions, as do the Regulations which govern banks, merchant
banks, finance companies, capital market services licensees, financial advi-
sors, life insurers, trust companies, approved trustees, money changers and
remittance companies, and holders of stored value facilities. Such require-
ments apply to all banks operating in Singapore, i.e. banks incorporated
in Singapore; or, in the case of a bank incorporated outside Singapore, the
branches and offices of the bank located within Singapore (s.2 Banking Act).20
189. MAS Notice 626 to Banks (last revised on 2 December 2009) explic-
itly requires a bank operating in Singapore to prepare, maintain and retain
documentation on all its business relations and transactions with its custom-
ers such that any transaction undertaken by the bank can be reconstructed
so as to provide, if necessary, evidence for prosecution of criminal activity
(para.10.1). This also applies to documentation obtained through CDD pro-
cedures. In addition, such documentation must be prepared, maintained and
retained in a way that enables the bank to satisfy, within a reasonable time or
any more specific time period imposed by law, any enquiry or order from the
relevant competent authorities in Singapore.

20. Islamic banking in Singapore is regulated and supervised under the same
banking regulatory framework as conventional banking. MAS’ Guidelines on
Application of Banking Regulations to Islamic Banking sets out the application
of a single regulatory framework for both conventional and Islamic banking. The
same licensing, CDD and document-retention levied on conventional FIs equally
apply to Islamic banks.

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190. The Notice further specifies that banks must retain their records:
‡ for a period of at least five years following the termination of busi-
ness relations for customer identification information, and other
documents relating to the establishment of business relations, as well
as account files and business correspondence; and
‡ for a period of at least five years following the completion of the
transaction for records relating to a transaction, including any infor-
mation needed to explain and reconstruct the transaction.
191. Equally, s.37 of the Corruption, Drug Trafficking and other Serious
Crimes Act (CDSA) requires all financial institutions to retain a copy of all
financial transaction documents for a minimum retention period of five years
after the day on which the transaction takes place. For the purposes of the
CDSA, financial institution means a licensed bank, merchant bank, finance
company, the holder of a capital markets services license, a licensed financial
adviser, an insurance company, and an insurance intermediary. It excludes
money-changers and remitters. The term financial transaction document
includes, but is not limited to, documents which relate to:
‡ the opening or closing by a person of an account with the institution;
‡ the operation by a person of an account with the institution;
‡ the opening or use by a person of a deposit box held by the institu-
tion;
‡ the telegraphic or electronic transfer of funds by the institution on
behalf of a person to another person;
‡ the transmission of funds between Singapore and a foreign country
or between foreign countries on behalf of a person;
‡ an application by a person for a loan from the institution (where a
loan is made to the person pursuant to the application); or
‡ records of customer identification.

Determination and factors underlying recommendations

Phase 1 Determination
The element is in place.

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COMPLIANCE WITH THE STANDARDS: ACCESS TO INFORMATION – 55

B. Access to information

Overview

192. A variety of information may be needed in a tax inquiry and jurisdic-


tions should have the authority to obtain all such information. This includes
information held by banks and other financial institutions as well as infor-
mation concerning the ownership of companies or the identity of interest
holders in other persons or entities, such as partnerships and trusts, as well
as accounting information in respect of all such entities. This section of the
report examines whether Singapore’s legal and regulatory framework gives
to the authorities access powers that cover relevant persons and information,
and whether the rights and safeguards that are in place would be compatible
with effective exchange of information.
193. Singapore’s competent authority has broad powers to obtain relevant
information from any person who holds the information. In most cases, these
powers are exercised by issue of a notice requesting the production of the
information, and non-compliance can be sanctioned with significant penal-
ties. The competent authority also has the power to search premises and seize
information and to obtain written statements from relevant persons.
194. As a general rule, these powers may be exercised for EOI purposes
provided that the request is made under a double tax convention and there is
a domestic tax interest in the information. With the legislative amendment in
2009, the domestic tax interest requirement no longer applies to requests for
exchange of information made under a prescribed arrangement, i.e. a double
tax convention containing wording akin to the full text of Article 26 of the
OECD Model Tax Convention on Income and on Capital. Singaporean law
does not allow information to be accessed in respect of an EOI request made
under a taxation information exchange agreement (TIEA).
195. Existing secrecy provisions in Singaporean law are excluded from
effect where Singapore has a domestic interest with regard to the informa-
tion sought in order to respond to an EOI request. Protected bank and trust

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information may be exchanged in respect of a prescribed arrangement also in


absence of a domestic tax interest, and upon issuance of a Court Order.
196. When a request to exchange protected bank and trust information is
made under a prescribed arrangement, the IRAS must seek approval by the
High Court. For the purposes of complying with an EOI request made under
a prescribed arrangement, a Court Order may be issued only if, inter alia, the
Court is satisfied that it is not contrary to the public interest for a copy of the
document to be produced or that access to the information be given. The term
public interest is not otherwise defined in the ITA but Singaporean authorities
indicate it has the same meaning as the concept of public policy (ordre public)
endorsed by Article 26(3) of the Model Tax Convention.
197. The definition of information subject to legal privilege that cannot
be disclosed under a prescribed EOI request is limited to communication
made in connection with the giving of legal advice to a client or with judicial
proceedings; nonetheless, the litigation privilege appears to include not only
information enclosed within a communication between an attorney and client
but also within a communication between a client and another person who
is not an attorney-at-law, which is beyond the exemption for attorney-client
privilege under the international standards. The definition also appears to go
beyond the standards in that information covered is not limited to confiden-
tial communications between an attorney and his client. The issue will be
followed up in Phase 2 of the review process.

B.1. Competent Authority’s ability to obtain and provide information

Competent authorities should have the power to obtain and provide information that is the
subject of a request under an exchange of information arrangement from any person within
their territorial jurisdiction who is in possession or control of such information (irrespective
of any legal obligation on such person to maintain the secrecy of the information).

Bank, ownership and identity information (ToR B.1.1) and accounting


records (ToR B.1.2)
198. Under the Income Tax Act, the Comptroller has broad powers to
obtain all relevant information.
199. First, it can obtain full information in respect of any person’s income.
For this purpose, the Comptroller can, by written notice, require any person
to complete and deliver within a set time any return specified the notice. In
addition, or alternatively, such a person may be required to attend personally
before the Comptroller and to produce for examination any document which
the Comptroller may consider necessary. The time limit to comply with the

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notice is not less than 30 days from the date of service (s.65 ITA). The same
procedure may be used to require any person to provide a statement contain-
ing particulars of all his bank accounts, loans, assets and all facts bearing
upon his liability to income tax to which he is, or has been, liable (s.65A ITA).
200. In addition, the Comptroller or any officer authorised by him shall at
all times have full and free access to all buildings, places, documents, com-
puters or information for any of the purposes of the ITA. The Comptroller
may also require any person to give orally or in writing, as may be required,
all such information concerning his or any other person’s income or assets
or liabilities for any of the purposes of the ITA (s.65B ITA). The Comptroller
is therefore enabled to ask for and obtain information from any persons who
are in possession and control of the information. This includes, within the
limits specified in the following paragraphs, EOI under a DTC ratified by the
Minister for Finance pursuant to s.49 ITA.
201. Section 65B ITA, however, does not in itself enable the Comptroller
to override any existing secrecy provisions: section 65B(2) of the ITA
explicitly states that “no person shall by virtue of this section be obliged to
disclose any particulars as to which he is under any statutory obligation to
observe secrecy”. Information covered by statutory obligations to observe
secrecy include both bank and trust information (s.47(1) Banking Act and
s.49(1) Trust Companies Act: see paragraphs 217-218 below).
202. However, with the legislative amendment in 2009, IRAS has powers
to obtain protected bank and trust information regarding any person’s income
for purposes of a request for information made under a prescribed double
taxation convention (DTC). To exchange information protected by bank or
trust secrecy under a prescribed DTC, the IRAS must obtain an order by the
High Court (s.105J ITA; see also below, paragraph 218 ff.).
203. A prescribed DTC is one containing an exchange of informa-
tion article which meets the internationally agreed standards (s.105D and
s.105E(2) ITA). The Minister for Finance may by Order declare a DTC con-
taining an exchange of information article which meets the internationally
agreed EOI Standard as a prescribed arrangement for the purposes of the
ITA. The Minister is also authorised to revoke such an Order with a subse-
quent Order (s.105C ITA).
204. Orders declaring an agreement to be a prescribed agreement have
been issued for the ratification of 14 of Singapore’s DTCs. As a result, the
IRAS is able to collect all information requested, regardless of bank or trust
secrecy, when answering requests under those DTCs. Singapore reports to be
ready to ratify 12 other signed DTCs containing EOI provisions to the stand-
ard. However, the remaining 42 of Singapore’s DTCs have not been yet been
updated to include EOI provisions inclusive of wording akin to paragraphs

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4 and 5 of the OECD Model Tax Convention. Thus, they cannot be declared
prescribed arrangements.
205. The Eigth schedule of the ITA describes the list of information (as
reproduced below) to be included in a request for information filed under a
“prescribed arrangement”. However, s.105D(2) of the ITA provides that the
Comptroller can waive any of these requirements. Information listed in the
Eight Schedule is the following:
‡ the purpose of the request;
‡ identity of the requesting (competent) authority;
‡ the identity of the person in relation to whom the information is
requested; 21
‡ a statement of the information requested including its nature, the rel-
evance of the information to the purpose of the request, and the form
in which the competent authority wishes to receive the information
from the Comptroller;
‡ grounds for believing that the requested information is being held
by our competent authorities, or is in the possession or control of a
person in Singapore;
‡ the name and address of any person believed to have possession or
control of the information requested for;
‡ a statement that the request is in conformity with the law and
administrative practices of the requesting jurisdiction, and that that
competent authority is authorised to obtain this information under
the laws of its home jurisdiction, or within the normal course of its
administrative practice;
‡ a statement that the country has pursued all available means to obtain
the information domestically, which includes requesting it directly
from the person involved;
‡ the details of the period within which that country wishes the request
to be met; and
‡ any other information that is required or that may assist in giving
effect to the request.
206. Singapore’s authorities have further confirmed that the Comptroller
requires the name and address, to the extent known, of “any of the persons
believed to have possession or control of the information requested for”.

21. See Art.5(5)(a) of the OECD Model TIEA.

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Therefore, the Comptroller will waive the requirement for the name and
address if they are not known.22 The practical implementation of these provi-
sions will be assessed in the context of the Phase 2 review of Singapore.
207. Finally, Part XXA of the ITA does not apply to TIEAs. As a result,
the legislation does not provide Singapore’s competent authority the power
under a TIEA to obtain and provide to requesting competent authorities rel-
evant information held by banks, other financial institutions, and any person
with a statutory secrecy obligation. So far, however, Singapore has not con-
cluded any TIEAs (see paragraph 263 below).

Use of information gathering measures absent domestic tax interest


(ToR B.1.3)
208. The concept of domestic tax interest describes a situation where a
contracting party can only provide information to another contracting party
if it has an interest in the requested information for its own tax purposes.
209. Generally speaking, s.65B enables the Comptroller to exercise his infor-
mation gathering powers for the purpose of obtaining full information in respect
of any person’s income in connection with the implementation of the ITA.
210. In respect of agreements prescribed under s.105C of the ITA
(i.e. agreements containing the full text of Article 26 of the OECD Model
Tax Convention), Section 105D provides that the Comptroller is empowered
to obtain any information concerning the tax position of any person”. Further,
s.105F(1) of the ITA explicitly states that “Sections 65 to 65C shall have effect
for the purpose of enabling the Comptroller to obtain any information for the
purpose of complying with a request under section 105D. Section 105F(2) of
the ITA further specifies that For the purpose of subsection (1) (…) the refer-
ence in section 65 to the purpose of obtaining full information in respect of
any person’s income shall be read as a reference to the purpose referred to
in subsection (1).
211. Taken together these provisions authorise the IRAS to use all of its
information gathering powers for EOI purposes where a request is made
under any of its 14 prescribed DTCs currently in force. In respect of the
remaining DTCs, the ITA does not contain similar provisions. In relation
to many of Singapore’s agreements, the IRAS can therefore exercise its
information gathering powers for EOI purposes only to the extent that it has
a domestic tax interest. However, pursuant to s.6(4) and s.49(5) of the ITA,

22. Singapore has already communicated this to all its treaty partners via the EOI
standard format published on the IRAS website (http://iras.gov.sg/irasHome/
uploadedFiles/Quick_Links/Tax_treaties/EOI(1).pdf ) which states that such infor-
mation should be provided “to the extent known”.

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any information that it has for its own purposes can be exchanged under all
agreements (see below para.249).

Enforcement provisions to compel production and access to


information (ToR B.1.4)
212. The Comptroller’s powers include the ability to obtain relevant tax
information from all persons with possession or control of relevant infor-
mation, the authority to enter premises and photograph or make copies of
information. As noted previously, the Comptroller can require any person to
attend personally before the Comptroller and to produce for examination any
document which the Comptroller may consider necessary (s.65 ITA).
213. These powers to compel production and access to information may
be used for EOI matters, and to override statutory secrecy provisions for EOI
requests made pursuant to prescribed agreements. Pursuant to s.105G, the
Comptroller may also, for the purpose of complying with an exchange of infor-
mation request, ask the Comptroller of Goods and Services Tax, the Comptroller
of Property Tax, the Chief Assessor or the Commissioner of Stamp Duties to
transmit information in his possession to the Comptroller. The Comptroller of
Goods and Services Tax, the Comptroller of Property Tax, the Chief Assessor
or the Commissioner of Stamp Duties may transmit to the Comptroller informa-
tion requested by him under a prescribed EOI agreement notwithstanding any
obligation as to secrecy imposed under any written law or rule of law.
214. Any person who fails or neglects without reasonable excuse to
comply with any of the notices issued by the Comptroller commits an offence
and is liable on conviction to a fine not exceeding SGD 1 000 (EUR 570)
(s.94 ITA). The same penalties apply regardless of whether the information is
sought for domestic or foreign purposes.
215. Banks or other financial institutions that refuse to comply with a
request for information pursuant to a Court Order shall are guilty of an offence
and liable on conviction to a fine not exceeding SGD 10 000 (EUR 5 700) or
to imprisonment for a term not exceeding two years or to both (s.105M ITA).

Secrecy provisions (ToR B.1.5)


216. Bank and trust confidentiality is protected under s.47 of the Banking
Act and s.49 of the Trust Companies Act, respectively.
217. Section 47(1) of the Banking Act provides that Customer informa-
tion shall not, in any way, be disclosed by a bank in Singapore or any of its
officers to any other person except as expressly provided in this Act. The
purposes for which customer information may be disclosed, the persons or
class of persons to whom it may be disclosed and the conditions under which

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disclosure may be subject in each circumstance are specified in the Third


Schedule of the Banking Act. Disclosure is subject to court scrutiny. The
Third Schedule does not mention international exchange of information as
one of the purposes that may allow bank information to be disclosed.
218. Similarly, s.49(1) of the Trust Companies Act provides that: Informa-
tion regarding a protected party or the business or other affairs of the pro-
tected party (referred to in this section as protected information) shall not, in
any way, be disclosed by a licensed trust company in Singapore or any of its
officers to any other person except as expressly provided in this Act. The pur-
poses for which protected trust information may be disclosed, the persons or
class of persons to whom it may be disclosed and the conditions under which
disclosure may be subject in each circumstance are specified in the Third
Schedule of the Trust Companies Act. Disclosure is subject to court scrutiny.
The Third Schedule does not mention international exchange of information as
one of the purposes that may allow protected trust information to be disclosed.
219. The two sections apply to both domestic and foreign banks and trusts
operating in Singapore. However, these secrecy requirements are expressly
overridden by s.105E(2) and s.105J of the ITA where information is required
to be produced in relation to an EOI request made pursuant to a prescribed
arrangement. This allows the Comptroller to access and then to exchange
information notwithstanding the secrecy provisions.
220. When access is sought in respect of protected information under
s.47 of the Banking Act and s.49 of the Trust Companies Act, the IRAS
has to make an application to the High Court for a Production Order to
access the requested information, regardless of whether such information
is for domestic tax administration purposes or for complying with an EOI
request made under a prescribed arrangement. The Court issues the Order
as long as it is satisfied that: (a) the making of the Order is justified in the
circumstances of the case; and (b) it is not contrary to the public interest for
a copy of the document to be produced or that access to the information be
given (s.105J(3) ITA). The information requested is to be provided within 21
days from the date of the Order or such other period as the Court consid-
ers appropriate (s.105J(2)). All proceedings are heard in camera. Singapore
authorities reported that the High Court has already issued production orders
for the IRAS to assess the protected information for purposes of an EOI
request made under a prescribed arrangement.
221. This procedure also applies to requests for information made under
the Mutual Legal Assistance in Criminal Matters Act (which applies to all
criminal matters including AML legislation and is not subject to the prior
signing of a bilateral treaty). The Singaporean authorities reported that,
based on the experience under the Mutual Legal Assistance framework, the

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production Orders are generally obtainable within a short time. This submis-
sion, however, may only be verified during the course of the Phase 2 Review.
222. Public interest is not otherwise defined in the ITA but Singapore’s
authorities indicate that it has the same meaning as the concept of public
policy (ordre public) endorsed by Art.26(3) of the Model Tax Convention.
This will be verified during the course of the Phase 2 Review.
223. In terms of legal professional privilege, a production Order issued
under s.105J of the ITA expressly overrides any obligations as to secrecy
or other restrictions upon the disclosure of information imposed by law or
otherwise”, but does “not confer any right to the production of, or access to,
information subject to legal privilege (s.105K(4)b ITA).
224. For the purposes of international exchange of information in tax mat-
ters, information subject to legal privilege is defined as (s.105I ITA):
communications between a professional legal adviser and his
client or any person representing his client made in connection
with the giving of legal advice to the client” and “communica-
tions between: (i) a professional legal adviser and his client or
any person representing his client; or (ii) a professional legal
adviser or his client or any such representative and any other
person, made in connection with, or in contemplation of, judicial
proceedings and for the purposes of such proceedings, when they
are in the possession of a person who is entitled to possession of
them, but excluding, in any case, any communications or item
held with the intention of furthering a criminal purpose.
225. The definition of information subject to legal privilege for exchange
of information purposes is similar to that found in the Mutual Assistance in
Criminal Matters Act, and they both mirror the confidentiality provisions in the
Legal Profession Act (s.81E and s.81T) and in the Evidence Act (s.128 and s.131).
226. This definition is in line with the standard in that it is strictly limited
to communication made in connection with the giving of legal advice to the
client or with judicial proceedings. However, the litigation privilege appears
to include not only information enclosed within a communication between
an attorney and client but also within a communication between a client and
another person who is not an attorney-at-law, which is beyond the exemption
for attorney-client privilege under the international standards. The definition
also appears to go beyond the standard in that information covered is not
limited to confidential communications between an attorney and his client.
This issue will be followed up in Phase 2 of the review process.

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Determination and factors underlying recommendations

Phase 1 Determination
The element is in place, but certain aspects of the legal implementation
of the element need improvement.
Factors underlying Recommendations
recommendations
The domestic tax interest requirement Singapore should ensure that its
provided for by Singapore’s domestic competent authority has the power
legislation – and applying also to the to obtain all relevant information with
exchange of protected bank and trust respect to all exchange of information
information – is currently overridden agreements (regardless of their form).
in respect of only 26 of the 69 signed
agreements. These 26 agreements
are DTCs.

B.2. Notification requirements and rights and safeguards


The rights and safeguards (e.g. notification, appeal rights) that apply to persons in the
requested jurisdiction should be compatible with effective exchange of information.

227. The Terms of Reference provides that rights and safeguards should
not unduly prevent or delay effective exchange of information. For instance,
notification rules should permit exceptions from prior notification (e.g. in
cases in which the information request is of a very urgent nature or the
notification is likely to undermine the chance of success of the investigation
conducted by the requesting jurisdiction).
228. Singapore’s ITA provides for notifying the subject of the request in
limited circumstances, i.e. when the information requested is protected under
bank or trust confidentiality provisions. In such cases, the Comptroller must
notify the taxpayer and the bank or trust company of a valid request for infor-
mation (s.105E ITA).
229. Notice need not be served on any person, however, in a few instances,
including when the Comptroller (s.105E(4) ITA):
‡ does not have any information on the person concerned;
‡ is of the opinion that serving the notice is likely to prevent or unduly
delay the effective exchange of information under the prescribed
arrangement; or
‡ is of the opinion that this is likely to prejudice any investigations into
any alleged breach of any law relating to tax of the jurisdiction with
whose government the prescribed arrangement in question was made.

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230. The existence of such exceptions ensures that the notification proce-
dure is consistent with the principle of respect for taxpayers’ rights under the
internationally agreed standard for exchange of information for tax purposes.
231. When a Court Order has been sought for the purposes of exchang-
ing protected information, both or either the persons against whom the
Order is made and the person in relation to whom information is sought
may, within 7 days from the date the Order is served on the person against
whom it is made, apply to the High Court to have the Order discharged or
varied (s.105J(4) ITA). An application for the discharge or variation of an
Order under s.105J of the ITA must be filed and served to the Comptroller
and any other person entitled to make such an application at least seven clear
days before the date fixed for the hearing of the application. All proceedings
are heard in camera. Its practical implementation will be followed up in the
Phase 2 Review.

Determination and factors underlying recommendations

Phase 1 Determination
The element is in place.

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C. Exchanging information

Overview

232. This section of the report examines whether Singapore has a network
of agreements that would allow it to achieve effective exchange of informa-
tion in practice.
233. Jurisdictions generally cannot exchange information for tax purposes
unless they have a legal basis or mechanism for doing so. The legal authority
to exchange information may be derived from bilateral or multilateral mecha-
nisms (e.g. double tax conventions, tax information exchange agreements,
the Joint Council of Europe/OECD Convention on Mutual Administrative
Assistance in Tax Matters) or arise from domestic law.
234. Since Singapore’s endorsement of the internationally agreed standard
for exchange of information for tax purposes in March 2009, Singapore has
actively sought to extend its network of EOI agreements, signing 26 agree-
ments or protocols incorporating the internationally agreed standard for
exchange of information, of which 14 are in force. Singapore reports to be
ready to ratify the remaining 12 “prescribed agreements” once the ratification
procedures of its treaty partners are completed.
235. Singapore’s policy is to negotiate DTCs rather than tax information
exchange agreements (TIEAs). It has recently amended its domestic legisla-
tion to allow it to fully exchange information in accordance with the terms of
a DTC containing wording akin to the current text of Article 26 of the OECD
Model Tax Convention. Singaporean law does not allow for TIEAs. In addi-
tion, one of the Global Forum members has indicated that it has approached
Singapore for negotiations on a TIEA without success as Singapore counter-
proposed that a DTC be established.
236. All agreements signed by Singapore after its endorsement of the
EOI standards contain the current version of Article 26 of the OECD Model
Tax Convention, including the requirement that a party cannot refuse to pro-
vide information solely because it is held by a bank. Singapore’s competent

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authority is only able to access bank and trust information with respect to
these exchange of information agreements, considered prescribed arrange-
ments (see section B.1) or where Singapore has a domestic interest.
237. The confidentiality of information exchanged with Singapore is
protected by obligations imposed under Singapore DTCs, as well as in its
domestic legislation. The discretions to exchange certain types of informa-
tion (such as business or professional secrets, or information the subject of
attorney-client privilege), which is allowed under the standard, are also incor-
porated in domestic law as well as in its DTCs.
238. Singaporean law requires an Order by the High Court to be issued
to allow information on bank and trust to be disclosed, provided that the
disclosure is justified by the circumstances of the case and it is not contrary
to public interest. Procedures to safeguard taxpayers’ rights are envisaged
as part of international standard, insofar as they do not unduly delay the
effective exchange of information. Singapore’s Court procedure will require
monitoring in the Phase 2 review to ensure that it does not prevent Singapore
from responding to a request for information by providing the information
requested or providing a status update within 90 days of receipt of the request.
239. Singapore has 14 agreements in force that meet the internationally
agreed tax standard, but these agreements do not cover all its main trading
partners. Singapore should endeavour to have full, effective exchange of
information with all its existing treaty partners. Moreover, given Singapore’s
recognised status of leading global financial centre, effective exchange of
information should be available for all jurisdictions from which investment
flows originate and to which the capital is destined to be invested.

C.1. Exchange of information mechanisms


Exchange of information mechanisms should allow for effective exchange of information.

Foreseeably relevant standard (ToR C.1.1)


240. The international standard for exchange of information envisages
information exchange upon request to the widest possible extent. Nevertheless
it does not allow fishing expeditions, i.e. speculative requests for information
that have no apparent nexus to an open inquiry or investigation. The balance
between these two competing considerations is captured in the standard of
foreseeable relevance which is included in paragraph 1 of Article 26 of the
OECD Model Tax Convention and Article 1 of the OECD Model TIEA.
Paragraph 1 of Article 26 of the OECD Model Tax Convention reads as follows:
The competent authorities of the contracting states shall
exchange such information as is foreseeably relevant to the

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carrying out of the provisions this Convention or to the adminis-


tration or enforcement of the domestic laws concerning taxes of
every kind and description imposed on behalf of the contracting
states or their political subdivisions or local authorities in so
far as the taxation thereunder is not contrary to the Convention.
The exchange of information is not restricted by Articles 1 and 2.
241. Singapore has bilateral tax treaties providing for EOI in force with
6223 jurisdictions. Double taxation conventions (DTCs) have been signed with
six further jurisdictions (Albania, Ireland, Morocco, Panama, Saudi Arabia
and Switzerland) but are not yet in force. In addition, Singapore has signed
seven protocols, not yet in force, updating existing tax treaties (with Bahrain,
Belgium, Estonia, Malta, Mexico, Qatar, South Korea) in respect of exchange
of information. Singapore reports to be ready to ratify the remaining 12 pre-
scribed agreements once the ratification procedures of its treaty partners are
completed (see para.259 below).
242. Singapore’s treaties signed prior to March 2009 generally provide for
the exchange of information as is “necessary” for carrying out the provisions
of the convention or of the domestic laws of the Contracting States concern-
ing the taxes covered by the agreements. Three of Singapore’s DTCs – with
Bangladesh, Egypt and Papua New Guinea – provide for the exchange of
information that is necessary for carrying out the provisions of the agree-
ment, but do not specifically provide for the exchange of information in aid
of the administration and enforcement of domestic laws. In addition, the
DTC with Sweden, which dates back to 1969, provides for the exchange of
information that is necessary for carrying out the provisions of the agreement
or for the prevention of fraud or underpayment of tax by reasons other than
fraud or for the administration of statutory provisions against legal avoid-
ance in relation to the taxes which are the subject of this Convention.
243. Twenty-six agreements and protocols signed after Singapore’s endorse-
ment of the internationally agreed standards24 use the term “foreseeably

23. The current treaty with Switzerland does not have an exchange of information
article and is thus not considered in this analysis. A new DTC with Switzerland
containing the full text of Art. 26 of the OECD Model Tax Convention has been
signed on 24 February 2011, but it is not yet in force.
24. They are the agreements and protocols with: Albania (not in force), Australia (in
force), Austria (in force), Bahrain (not in force), Belgium (not in force), Brunei
(in force), China (in force), Denmark (in force), Estonia (not in force), Finland
(in force), France (in force), Georgia (in force), Ireland (not in force), Japan (in
force), South Korea (not in force), Malta (not in force), Mexico (not in force), The
Netherlands (in force), New Zealand (in force), Norway (in force), Panama (not

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68 – COMPLIANCE WITH THE STANDARDS: EXCHANGING INFORMATION

relevant” in place of “necessary”.25 The term as is necessary is recognised in


the commentary to Article 26 of the OECD Model Tax Convention to allow for
the same scope of exchange as does the term foreseeably relevant.26 Singapore,
however, takes the view that only DTCs expressly providing for information
exchange based on language of OECD Model Tax Convention post-2005 con-
tain EOI provisions to the internationally agreed standard.
244. The amending Protocol to the Singapore-Austria DTC includes an
interpretative Exchange of Letters, which requires the requesting jurisdiction
to provide certain information when making an EOI request, including specific
information concerning the holder of the information (name and address). The
same requirement appears in the Protocol to the recent treaty with Panama,
which, however, is not yet in force. These requirements appear to impose
a higher burden on the requesting State than that required by the standard
(see Article 5(5) of the OECD Model TIEA and its Commentary). However,
Singapore informed that under s.105D(2) of the ITA, the Comptroller can waive
the name-and-address requirement in the Protocols with Austria and Panama,
regardless of reciprocity (see paragraphs 18 and 206 above). . This is a matter
for further consideration in Singapore’s Phase 2 review.

In respect of all persons (ToR C.1.2)


245. For exchange of information to be effective it is necessary that a
jurisdiction’s obligations to provide information is not restricted by the resi-
dence or nationality of the person to whom the information relates or by the
residence or nationality of the person in possession or control of the infor-
mation requested. For this reason the international standard for exchange of
information envisages that exchange of information mechanisms will provide
for exchange of information in respect of all persons.
246. Twenty-six treaties and protocols signed by Singapore after March
2009 contain the sentence indicating that the exchange of information is
not restricted by Article 1 (Persons Covered article). Most DTCs signed by
Singapore prior to the endorsement of the internationally agreed standards for
exchange of information do not contain this language and Singapore takes the
view that only DTCs expressly providing for information exchange based on

in force), Qatar (not in force), Slovenia (in force), Saudi Arabia (not in force),
Switzerland (not in force) and the United Kingdom (in force).
25. The agreement with Libya, signed on 8 April 2009 and in force as of 23 December
2010, still contains the term “necessary” and therefore is not considered in this analysis.
26. The word “necessary” in paragraph 1 of Article 26 of the 2003 OECD Model Tax
Convention was replaced by the phrase “foreseeably relevant” in the 2005 ver-
sion. The commentary to Article 26 recognises that the terms allow for the same
scope of exchange.

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language of OECD Model Tax Convention post-2005 contain EOI provisions


to the internationally agreed standard.
Exchange information held by financial institutions, nominees, agents and
ownership and identity information (ToR C.1.3)
247. Jurisdictions cannot engage in effective exchange of information if
they cannot exchange information held by financial institutions, nominees or
persons acting in an agency or a fiduciary capacity. Both the OECD Model
Tax Convention and the OECD Model TIEA which are primary authoritative
sources of the standards, stipulate that bank secrecy cannot form the basis for
declining a request to provide information and that a request for information
cannot be declined solely because the information is held by nominees or
persons acting in an agency or fiduciary capacity or because the information
relates to an ownership interest.
248. Twenty-six agreements and protocols signed by Singapore after its
endorsement of the EOI standards in March 2009 include the provision con-
tained in Article 26(5) of the OECD Model Tax Convention, which states that
a contracting State may not decline to supply information solely because the
information is held by a bank, other financial institution, nominee or person
acting in an agency or a fiduciary capacity or because it relates to ownership
interests in a person. Singapore’s other bilateral agreements do not contain
such a provision.27 Of these 26 agreements, 14 are currently in force.
249. As detailed previously in section B.1 of this report, there are limita-
tions in Singapore’s laws with respect to access to bank and trust information.
The competent authority is able to access protected bank and trust informa-
tion where Singapore has a domestic interest in the information requested.
In the absence of domestic interest, Singapore can obtain and exchange bank
and trust information for purposes of responding to requests made under a
prescribed arrangement. At the moment, 14 of Singapore’s agreements in
force are prescribed arrangements.

Absence of domestic tax interest (ToR C.1.4)


250. The concept of domestic tax interest describes a situation where a
contracting party can only provide information to another contracting party
if it has an interest in the requested information for its own tax purposes. A
refusal to provide information based on a domestic tax interest requirement
is not consistent with the international standard. EOI partners must be able
to use their information gathering measures even though invoked solely to
obtain and provide information to the requesting jurisdiction.

27. This includes the agreement with Libya, signed on 8 April 2009 and in force as
of 23 December 2010.

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70 – COMPLIANCE WITH THE STANDARDS: EXCHANGING INFORMATION

251. All of Singapore’s DTCs signed or amended by protocol after March


2009 contain Article 26(4) of the OECD Model Tax Convention, obliging
the contracting parties to use information-gathering measures to exchange
requested information without regard to a domestic tax interest. Singapore’s
older DTCs do not contain such a provision.
252. Moreover, as explained in Part B of this report (par. 204 ff.), the
agreements signed before March 2009 do not qualify as prescribed arrange-
ments under s.105C of the ITA. Thus, the powers given pursuant to ss.65 to
65C of the ITA to obtain information cannot be used for the purpose of these
agreements. As a result, only the 14 agreements that have been signed after
March 2009 and are currently in force meet the international standard.

Absence of dual criminality principles (ToR C.1.5)


253. The principle of dual criminality provides that assistance can only be
provided if the conduct being investigated (and giving rise to the information
request) would constitute a crime under the laws of the requested country if
it had occurred in the requested country. In order to be effective, exchange of
information should not be constrained by the application of the dual criminal-
ity principle.
254. None of the EOI agreements concluded by Singapore applies the dual
criminality principle to restrict the exchange of information.

Exchange of information in both civil and criminal tax matters


(ToR C.1.6)
255. All of the EOI agreements concluded by Singapore provide for the
exchange of information in both civil and criminal tax matters.

Provide information in specific form requested (ToR C.1.7)


256. There are no restrictions in the exchange of information provisions
in Singapore’s exchange of information agreements that would prevent
Singapore from providing information in a specific form, as long as this is
consistent with its own administrative practices.

In force (ToR C.1.8)


257. For effective exchange of information a jurisdiction must have
exchange of information arrangements in force. Where exchange of infor-
mation agreements have been signed, the international standard requires
that jurisdictions must take all steps necessary to bring them into force
expeditiously.

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258. Singapore has bilateral tax treaties in force providing for EOI with 62
jurisdictions (see Annex 2 for signing and entry into force dates). Fourteen of
the 26 agreements signed by Singapore after March 2009 and incorporating
the internationally agreed standard for exchange of information have been
ratified and are in force.
259. Singapore reports to be ready to ratify the remaining 12 upon receipt
of the notification by its treaty partners that the domestic procedures required
for the bringing into force of the DTC or protocol within their jurisdiction
have been completed. The ratification process in Singapore only involves a
publication in the Gazette by the Minister for Finance. There is no require-
ment to seek approval of other parties or of Parliament.

Be given effect through domestic law (ToR C.1.9)


260. For information exchange to be effective the parties to an exchange
of information arrangement need to enact any legislation necessary to comply
with the terms of the arrangement. Singapore has enacted domestic legisla-
tion, principally Part XXA of the ITA, to give effect to its arrangements for
the exchange of information for tax purposes.
261. However, as detailed in section B.1 of this report, Singapore’s
IRAS can only access bank and trust information to respond to requests for
information made under prescribed arrangements. For its other agreements,
Singapore can exchange protected bank and trust information provided that
it has a domestic tax interest.

Determination and factors underlying recommendations

Phase 1 Determination
The element is in place, but certain aspects of the legal implementation
of the element need improvement.
Factors underlying Recommendations
recommendations
As a result of domestic law limitations Singapore should ensure that all its
with respect to access to information for agreements provide for exchange of
EOI purposes generally and access to information to the standard.
bank and trust information in particular,
only 26 of Singapore’s 69 signed agree-
ments provide for effective exchange of
information to the standard. Of these 26
agreements, 14 are in force.

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72 – COMPLIANCE WITH THE STANDARDS: EXCHANGING INFORMATION

C.2. Exchange-of-information mechanisms with all relevant partners


The jurisdictions’ network of information exchange mechanisms should cover
all relevant partners.

262. Ultimately, the international standard requires that jurisdictions


exchange information with all relevant partners, meaning those partners
who are interested in entering into an information exchange arrangement.
Agreements cannot be concluded only with counterparties without economic
significance. If it appears that a jurisdiction is refusing to enter into agree-
ments or negotiations, in particular with those jurisdictions that have a reason-
able expectation of requiring information in order to properly administer and
enforce its tax laws, it may indicate a lack of commitment to implement the
standards.
263. One jurisdiction has approached Singapore to indicate its interest in
entering into a TIEA, but Singapore declined, offering instead to negotiate
a DTC containing the internationally agreed EOI standard. This appears to
have been the end of the discussion. While this might not be construed as
a refusal to enter an EOI arrangement it should be noted that Singapore’s
policy is to negotiate DTCs rather than TIEAs. The international standard
requires that a jurisdiction exchanges information with all relevant partners,
meaning those partners who are interested in entering into an information
agreement. Further, Singapore’s powers to access information are limited to
access for the purposes of exchange pursuant to a DTC (see above, para.194
and para.207). It is recommended that, in accordance with the standard,
Singapore ensures that it enters into EOI agreements (regardless of their
form) with all relevant partners, meaning those partners who are interested
in entering into an EOI agreement with it.
264. Since its endorsement of the EOI standard in March 2009, Singapore
has started revising its existing treaty network; it has also expanded it, con-
cluding new treaties. As noted above, 26 agreements or protocols providing
for EOI to the standard have been signed by Singapore since March 2009. Of
these, 17 are OECD members, 8 are G20 members and 24 are members of
the Global Forum. The amendments to Singapore’s domestic laws to access
information for EOI purposes only apply to these agreements. Fourteen of
these agreements are currently in force. They are the agreements and pro-
tocols with: Australia, Austria, Brunei, China, Denmark, Finland, France,
Georgia, Japan, The Netherlands, New Zealand, Norway, Slovenia and The
United Kingdom. Singaporean authorities have indicated that they are in
contact with about 30 other jurisdictions to conclude DTCs/Protocols to the
internationally agreed EOI standard. These jurisdictions include OECD mem-
bers, G20 members and Singapore’s major trading partners.

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265. The Introduction to this report notes that the geographical position of
Singapore, at the middle of a major trading route, is central to its economic
activities, and that Singapore is a recognised leading global financial centre,
attracting capital from all over the world. Singapore’s main trading partners
(in order) are the US, Hong Kong, Malaysia, China, Indonesia, South Korea
and Japan. Singapore has exchange of information agreements with China
and Japan that meet the international standards. A protocol to bring the treaty
with South Korea up to the standard was signed in May 2010 and is currently
awaiting ratification.
266. Therefore, Singapore already has agreements in place with two major
regional partners and agreements with a number of other economically sig-
nificant jurisdictions. Singapore’s agreements with its immediate neighbours
(e.g. Malaysia, Indonesia and the Philippines) and some of its major trading
partners are yet to be updated to meet the international standards. Singapore’s
policy to date of only entering into DTCs may limit its ability to have EOI
arrangements with all relevant partners. Given Singapore’s importance as a
global finance centre, it is essential that its agreements with its relevant part-
ners meet the international standard.

Determination and factors underlying recommendations

Phase 1 Determination
The element is in place, but certain aspects of the legal implementation
of the element need improvement.
Factors underlying Recommendations
recommendations
Singapore cannot exchange Singapore should update and develop
information in accordance with the its EOI network to ensure it has
international standards under its agreements (regardless of their form)
EOI agreements with some relevant for exchange of information to the
partners. standard with all relevant partners.

C.3. Confidentiality
The jurisdictions’ mechanisms for exchange of information should have adequate
provisions to ensure the confidentiality of information received.

Information received: disclosure, use and safeguards (ToR C.3.1)


267. Governments would not engage in information exchange without the
assurance that the information provided would only be used for the purposes
permitted under the exchange mechanism and that its confidentiality would
be preserved. Information exchange instruments must therefore contain
confidentiality provisions that spell out specifically to whom the information

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74 – COMPLIANCE WITH THE STANDARDS: EXCHANGING INFORMATION

can be disclosed and the purposes for which the information can be used. In
addition to the protections afforded by the confidentiality provisions of infor-
mation exchange instruments, countries with tax systems generally impose
strict confidentiality requirements on information collected for tax purposes.
Confidentiality rules should apply to all types of information exchanged,
including information provided in a request, information transmitted in
response to a request and any background documents to such requests.
268. All of the exchange of information articles in Singapore’s DTCs have
confidentiality provisions modeled on Article 26(2) of the OECD Model Tax
Convention.
269. The confidentiality requirement for information relating to a request
is also given effect in domestic legislation by s.6 and s.105J of the ITA.
Section 6 provides for a general obligation for every person having any offi-
cial duty or being employed in the administration of the act to regard and
deal with all documents, information, returns, assessment lists and copies
of such lists relating to the income or items of the income of any person, as
secret and confidential. Employees breaking the duty of confidentiality under
the ITA are guilty of an offence and are liable on conviction to a fine not
exceeding SGD 1 000 (EUR 570) and in default of payment to imprisonment
for a term not exceeding six months. Exceptions to the duty of confidentiality
only apply in specific and limited circumstances.

All other information exchanged (ToR C.3.2)


270. The confidentiality provisions in the agreements and in Singapore’s
domestic law do not draw a distinction between information received in
response to requests or information forming part of the requests themselves.
As such, these provisions apply equally to all requests for such information,
background documents to such requests, and any other document reflecting
such information, including communications between the requesting and
requested jurisdictions and communications within the tax authorities of
either jurisdiction.

Determination and factors underlying recommendations

Phase 1 Determination
The element is in place.

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COMPLIANCE WITH THE STANDARDS: EXCHANGING INFORMATION – 75

C.4. Rights and safeguards of taxpayers and third parties


The exchange of information mechanisms should respect the rights and safe-
guards of taxpayers and third parties.

271. The international standard allows requested parties not to supply


information in response to a request in certain identified situations. Among
other reasons, an information request can be declined where the requested
information would disclose confidential communications protected by attor-
ney-client privilege. Attorney-client privilege is a feature of the legal systems
of many countries.

272. However, communications between a client and an attorney or other


admitted legal representative are, generally, only privileged to the extent
that the attorney or other legal representative acts in his or her capacity as
an attorney or other legal representative. Where attorney-client privilege is
more broadly defined it does not provide valid grounds on which to decline
a request for exchange of information. To the extent, therefore, that an attor-
ney acts as a nominee shareholder, a trustee, a settlor, a company director
or under a power of attorney to represent a company in its business affairs,
exchange of information resulting from and relating to any such activity
cannot be declined because of the attorney-client privilege rule.
273. The limits on information which must be exchanged under Singapore’s
arrangements mirror those provided for in the international standard. That is,
information which is subject to legal privilege; would disclose any trade,
business, industrial, commercial or professional secret or trade process; or
would be contrary to public policy, is not required to be exchanged. It is
nonetheless noted that the practical implementation of the legal privilege pur-
suant to Singapore law might in some respect go beyond the standard. This
issue will be followed up in Phase 2 of the review process (see also above,
paras.223-226).

Determination and factors underlying recommendations

Phase 1 Determination
The element is in place.

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76 – COMPLIANCE WITH THE STANDARDS: EXCHANGING INFORMATION

C.5. Timeliness of responses to requests for information


The jurisdiction should provide information under its network of agreements
in a timely manner.

Responses within 90 days (ToR C.5.1)


274. In order for exchange of information to be effective, the information
needs to be provided in a timeframe which allows tax authorities to apply it to
the relevant cases. If a response is provided but only after a significant lapse
of time the information may no longer be of use to the requesting authorities.
This is particularly important in the context of international co-operation
as cases in this area must be of sufficient importance to warrant making a
request.
275. With respect to protected bank and trust information, Singapore has
in place a system requiring a Court order to be issued. Such a system could
prevent Singapore responding to a request for information by providing the
information requested or providing a status update within 90 days of receipt
of the request.
276. As regards the timeliness of responses to requests for information,
however, the assessment team is not in a position to evaluate whether this
element is in place, as it involves issues of practice that are dealt with in the
Phase 2 review.

Organisational process and resources (ToR C.5.2)


277. Singapore’s legal and regulatory framework relevant to exchange of
information for tax purposes is presided over by Singapore’s Minister for
Finance. The Minister for Finance, or his authorised representative, acts as
competent authority under Singapore’s Double Taxation Conventions.
278. A review of Singapore’s organisational process and resources will be
conducted in the context of its Phase 2 review.

Absence of restrictive conditions on exchange of information


(ToR C.5.3)
279. Singapore domestic law has been aligned, particularly with the leg-
islative amendments in 2009 to meet the standards for information exchange
agreed to with its EOI partners. A review of the practical application of these
processes and the resources available to the Singapore’s competent authority
will be conducted in the context of its Phase 2 review.

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COMPLIANCE WITH THE STANDARDS: EXCHANGING INFORMATION – 77

Determination and factors underlying recommendations

Phase 1 Determination
The assessment team is not in a position to evaluate whether this element
is in place, as it involves issues of practice that are dealt with in the
Phase 2 review.

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SUMMARY OF DETERMINATIONS AND FACTORS UNDERLYING RECOMMENDATIONS – 79

Summary of Determinations and Factors


Underlying Recommendations

Determination Factors underlying Recommendations


recommendations
Jurisdictions should ensure that ownership and identity information for all relevant entities
and arrangements is available to their competent authorities. (ToR A.1)
The element is in place. Not all nominees are required An obligation should be estab-
to have information available lished for all nominees to
on the persons for whom they maintain relevant ownership
act. and identity information where
they act as the legal owner on
behalf of any other person.
Jurisdictions should ensure that reliable accounting records are kept for all relevant entities
and arrangements. (ToR A.2)
The element is in place.
Banking information should be available for all account-holders. (ToR A.3)
The element is in place.
Competent authorities should have the power to obtain and provide information that is the
subject of a request under an exchange of information arrangement from any person within
their territorial jurisdiction who is in possession or control of such information (irrespective
of any legal obligation on such person to maintain the secrecy of the information). (Tor B.1)
The element is in The domestic tax interest Singapore should ensure
place, but certain requirement provided for that its competent authority
aspects of the legal by Singapore’s domestic has the power to obtain all
implementation of legislation – and applying also relevant information with
the element need to the exchange of protected respect to all exchange of
improvement. bank and trust information information agreements
– is currently overridden in (regardless of their form).
respect of only 26 of the 69
signed agreements. These 26
agreements are DTCs.

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80 – SUMMARY OF DETERMINATIONS AND FACTORS UNDERLYING RECOMMENDATIONS

Determination Factors underlying Recommendations


recommendations
The rights and safeguards (e.g. notification, appeal rights) that apply to persons in the
requested jurisdiction should be compatible with effective exchange of information.
(ToR B.2)
The element is in place.
Exchange of information mechanisms should allow for effective exchange of information.
(ToR C.1)
The element is in As a result of domestic law Singapore should ensure that
place, but certain limitations with respect to all its agreements provide for
aspects of the legal access to information for exchange of information to the
implementation of EOI purposes generally and standard.
the element need access to bank and trust
improvement. information in particular,
only 26 of Singapore’s 69
signed agreements provide
for effective exchange of
information to the standard. Of
these 26 agreements, 14 are
in force.
The jurisdictions’ network of information exchange mechanisms should cover all relevant
partners. (ToR C.2)
The element is in Singapore cannot exchange Singapore should update
place, but certain information in accordance with and develop its EOI network
aspects of the legal the international standards to ensure it has agreements
implementation of under its EOI agreements with (regardless of their form) for
the element need some relevant partners. exchange of information to
improvement. the standard with all relevant
partners.
The jurisdictions’ mechanisms for exchange of information should have adequate provisions
to ensure the confidentiality of information received. (ToR C.3.)
The element is in place.
The exchange of information mechanisms should respect the rights and safeguards of
taxpayers and third parties. (ToR C.4)
The element is in place.

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SUMMARY OF DETERMINATIONS AND FACTORS UNDERLYING RECOMMENDATIONS – 81

Determination Factors underlying Recommendations


recommendations
The jurisdiction should provide information under its network of agreements in a timely
manner. (ToR C.5)
The assessment team
is not in a position to
evaluate whether this
element is in place, as
it involves issues of
practice that are dealt
with in the Phase 2
review.

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ANNEXES – 83

Annex 1: Jurisdiction’s Response to the Review Report*

The Singapore delegation expresses appreciation for the thorough review


made by the assessment team in evaluating Singapore’s legal and regulatory
framework for this Phase 1 peer review report.
The Singapore delegation also takes this opportunity to reiterate
Singapore’s commitment to the internationally agreed exchange of informa-
tion (“EOI”) Standard. Within a short span of time since Singapore endorsed
the Standard in March 2009, Singapore made the necessary changes to the
laws and signed 27 agreements incorporating the EOI Standard. 15 of these
are now in force as at 29 April 2011, and we stand ready to ratify the remain-
ing 12 DTAs. In addition, Singapore’s authorities have initiated contact with
about 30 other jurisdictions to update our existing DTAs to the Standard.
These jurisdictions include members of the OECD, G20, and Singapore’s
other major trading partners. Singapore is prepared to exchange information
with anyone who is able and ready to do so with us in accordance with the
internationally agreed EOI standard.
With a base network of 70 agreements for the avoidance of double
taxation (DTAs), Singapore’s priority is to update the DTAs to the Standard.
Further, Singapore has incorporated the EOI Standard in new DTAs that have
been negotiated. As with many jurisdictions, Singapore relies on DTAs as the
primary mechanism to facilitate tax cooperation as these agreements allow
treaty partners to both promote bilateral trade and investment, as well as
facilitate information exchange. Singapore’s wide base of DTAs will continue
to enable our tax authorities to exchange information in an effective manner
with our treaty partners.
Nonetheless, even as Singapore continues to include the EOI standard in
our DTAs, we recognise that TIEAs can be a useful addition to our range of
international agreements to enhance tax administration. We will therefore
be allowing for exchange of information in accordance with the internation-
ally agreed EOI Standard through TIEAs. This is in addition to our current

* This Annex presents the Jurisdiction’s response to the review report and shall
not be deemed to represent the Global Forum’s views.

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84 – ANNEXES

mechanism for information exchange via DTAs. We will work on the neces-
sary legislative amendments as part of our annual legislative exercise this
year. This will supplement Singapore’s efforts to sign and update DTAs with
our economic partners by enabling our tax authorities to enter into TIEAs
with other jurisdictions – thereby granting our tax authorities greater flex-
ibility to expand Singapore’s EOI network.
The Singapore delegation commends the work done by the Global Forum
in implementing the internationally agreed Standard. The Global Forum
peer reviews are important as they serve to ensure a level playing field. As
a responsible global player and treaty partner, Singapore will continue to
effectively implement the internationally agreed Standard.

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ANNEXES – 85

Annex 2: List of all Exchange-of-Information Mechanisms


in Force28

Type of EOI
Treaty partner arrangement Date signed Date in force
1. Albania DTC (Double Tax 23 Nov 2010 --
Convention)
2. Australia DTC Protocol 8 Sep 2009 22 Dec 2010
3. Austria DTC Protocol 15 Sep 2009 1 Jun 2010
4. Bahrain DTC 18 Feb 2004 31 Dec 2004
DTC Protocol 14 Oct 2009 --
5. Bangladesh DTC 19 Dec 1980 22 Dec 1981
6. Belgium DTC 6 Nov 2006 27 Nov 2008
DTC Protocol 16 Jul 2009 --
7. Brunei DTC Protocol 13 Nov 2009 29 Aug 2010
8. Bulgaria DTC 13 Dec 1996 26 Dec 1997
9. Canada DTC 6 Mar 1976 23 Sep 1977
10. China DTC Protocol 23 Jul 2010 22 Oct 2010
11. Chinese Taipei DTC 30 Dec 1981 14 May 1982
12. Cyprus 28 DTC 24 Nov 2000 8 Feb 2001

28. 1. Footnote by Turkey: The information in this document with reference to “Cyprus”
relates to the southern part of the Island. There is no single authority representing
both Turkish and Greek Cypriot people on the Island. Turkey recognizes the Turkish
Republic of Northern Cyprus (TRNC). Until a lasting and equitable solution is
found within the context of the United Nations, Turkey shall preserve its position
concerning the “Cyprus issue”.
2. Footnote by all the European Union Member States of the OECD and the European
Commission: The Republic of Cyprus is recognised by all members of the United
Nations with the exception of Turkey. The information in this document relates to the
area under the effective control of the Government of the Republic of Cyprus.”

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86 – ANNEXES

Type of EOI
Treaty partner arrangement Date signed Date in force
13. Czech Republic DTC 21 Nov 1997 21 Aug 1998
14. Denmark DTC Protocol 25 Aug 2009 8 Jan 2011
15. Egypt DTC 22 May 1996 27 Jan 2004
16. Estonia DTC 18 Sep 2006 27 Dec 2007
DTC Protocol 3 Feb 2011 --
17. Fiji DTC 20 Dec 2005 28 Nov 2006
18. Finland DTC Protocol 16 Nov 2009 30 Apr 2010
19. France DTC Protocol 13 Nov 2009 1 Jan 2011
20. Georgia DTC 17 Nov 2009 28 Jul 2010
21. Germany DTC 28 Jun 2004 12 Dec 2006
22. Hungary DTC 17 Apr 1997 18 Dec 1998
23. India DTC 24 Jan 1994 27 May 1994
24. Indonesia DTC 8 May 1990 25 Jan 1991
25. Ireland DTC 28 Oct 2010 --
26. Israel DTC 19 May 2005 6 Dec 2005
27. Italy DTC 29 Jan 1977 12 Jan 1979
28. Japan DTC Protocol 4 Feb 2010 14 Jul 2010
29. Kazakhstan DTC 19 Sep 2006 14 Aug 2007
30. South Korea DTC 6 Nov 1979 13 Feb 1981
DTC Protocol 24 May 2010 --
31. Kuwait DTC 21 Feb 2002 2 Jul 2003
32. Latvia DTC 6 Oct 1999 18 Feb 2000
33. Libya DTC 8 Apr 2009 23 Dec 2010
34. Lithuania DTC 18 Nov 2003 28 Jun 2004
35. Luxembourg DTC 6 Mar 1993 24 May 1996
36. Malaysia DTC 5 Oct 2004 13 Feb 2006
37. Malta DTC 21 Mar 2006 29 Feb 2008
DTC Protocol 20 Nov 2009 --
38. Mauritius DTC 19 Aug 1995 7 Jun 1996
39. Mexico DTC 9 Nov 1994 8 Sep 1995
DTC Protocol 29 Sep 2009 --
40. Mongolia DTC 10 Oct 2002 22 Oct 2004

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ANNEXES – 87

Type of EOI
Treaty partner arrangement Date signed Date in force
41. Morocco DTC 9 Jan 2007 --
42. Myanmar DTC 23 Feb 1999 30 Mar 2000
43. Netherlands DTC Protocol 25 Aug 2009 1 May 2010
44. New Zealand DTC 21 Aug 2009 12 Aug 2010
45. Norway DTC Protocol 18 Sep 2009 4 Apr 2010
46. Oman DTC 6 Oct 2003 7 Apr 2006
47. Pakistan DTC 13 Apr 1993 6 Aug 1993
48. Panama DTC 18 Oct 2010 --
49. Papua New Guinea DTC 19 Oct 1991 20 Nov 1992
50. Philippines DTC 1 Aug 1977 18 Nov 1977
51. Poland DTC 23 Apr 1993 26 Dec 1993
52. Portugal DTC 7 Sep 1999 16 Mar 2001
53. Qatar DTC 28 Nov 2006 5 Oct 2007
DTC Protocol 22 Sep 2009 --
54. Romania DTC 21 Feb 2002 28 Nov 2002
55. Russia Federation DTC 9 Sep 2002 16 Jan 2009
56. Saudi Arabia DTC 3 May 2010 --
57. Slovak Republic DTC 9 May 2005 12 Jun 2006
58. Slovenia DTC 8 Jan 2010 25 Dec 2010
59. South Africa DTC 23 Dec 1996 5 Dec 1997
60. Sri Lanka DTC 29 May 1979 1 Feb 1980
61. Sweden DTC 17 Jun 1968 14 Feb 1969
62. Switzerland DTC 24 Feb 2011 --
63. Thailand DTC 15 Sep 1975 27 Apr 1976
64. Turkey DTC 9 Jul 1999 27 Aug 2001
65. Ukraine DTC 26 Jan 2007 18 Dec 2009
66. United Arab Emirates DTC 1 Dec 1995 30 Aug 1996
67. United Kingdom DTC Protocol 24 Aug 2009 8 Jan 2011
68. Uzbekistan DTC 24 Jul 2008 28 Nov 2008
69. Vietnam DTC 2 Mar 1994 9 Sep 1994

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88 – ANNEXES

Annex 3: List of Laws, Regulations


and Other Relevant Material

Statutes

Accountants Act (2005 Revised Edition)


Administration of Muslim Law Act (2009 Revised Edition) (AMLA)
Application of English Law Act (Revised Edition 1994)
Banking Act (2008 Revised Edition)
Business Registration Act (2004 Revised Edition) (BRA)
Business Trusts Act (2005 Revised Edition)
Charities Act (2007 Revised Edition)
Companies Act (2006 Revised Edition) (CA)
Constitution of the Republic of Singapore (1963 – 1999 Revised Edition)
Corruption, Drug Trafficking and other Serious Crimes (Confiscation of
Benefits) Act (2000 Revised Edition)
Free Trade Zones Act (1985 Revised Edition)
Income Tax Act (2008 Revised Edition) (ITA)
Interpretation Act (2002 Revised Edition)
Legal Profession Act (2009 Revised Edition)
Limited Liability Partnerships Act (2006 Revised Edition) (LLP Act)
Limited Partnerships Act (2009 Revised Edition) (LP Act)
Monetary Authority of Singapore Act (1999 Revised Edition) (MAS Act)
Mutual Assistance in Criminal Matters Act (2001 Revised Edition)

PEER REVIEW REPORT – PHASE 1: LEGAL AND REGULATORY FRAMEWORK – SINGAPORE © OECD 2011
ANNEXES – 89

Partnerships Act (English Act made applicable in Singapore by the 1994


Application of English Law Act)
Securities and Futures Act (2006 Revised Edition) (SFA)
Trust Companies Act (2006 Revised Edition)
Trustees Act (2005 Revised Edition)

Subsidiary legislation

Business Registration Regulations 2003


Companies (Filing of Documents) Regulation 2003
Legal Profession (Professional Conduct) (Amendment) Rules 2007
Limited Partnerships Regulations 2009
Limited Liability Partnerships Regulations 2005
Securities and Futures (Offers of Investments) (Collective Investment Schemes)
Regulations 2005
Trusts Companies (Exemption) Regulation 2005
Trust Companies Regulations 2005

MAS Notices

MAS Notice to Banks 626 (2 Dec 2009)


MAS Notice to Merchant Banks 1014 (2 Dec 2009)
MAS Notice to Finance Companies 824 (2 Dec 2009)
MAS Notice to Capital Markets Licensees and Exempt Persons (SFA04-N02,
2 Dec 2009)
MAS Notice to Financial Advisers (FAA-N06, 2 Dec 2009)
MAS Notice to Life Insurers 314 (2 Dec 2009)
MAS Notice Trust Companies Act-Notice n. 03 (MAS Notice TCA-N03,
3 July 2009)
MAS Notice to Holders of Money-Changers Licence and Remittance Licence
3001 (2 Dec 2009)
MAS Notice to Approved Trustees (SFA13-N01, 2 July 2007)
MAS Notice to Holders of Stored Value Facilities (PSOA-N02, 2 Dec 2009)

PEER REVIEW REPORT – PHASE 1: LEGAL AND REGULATORY FRAMEWORK – SINGAPORE © OECD 2011
90 – ANNEXES

Singapore statutes are available at: http://statutes.agc.gov.sg/non_version/html/


homepage.html.
MAS Notices and Directions are available at: www.mas.gov.sg/legislation_
guidelines/index.html.
Other relevant regulations are available at: www.acra.gov.sg/Legislation/
?indexar=2.

PEER REVIEW REPORT – PHASE 1: LEGAL AND REGULATORY FRAMEWORK – SINGAPORE © OECD 2011
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(23 2011 26 1 P) ISBN 978-92-64-11463-0 – No. 58175 2011
Global Forum on Transparency and Exchange of Information
for Tax Purposes
PEER REVIEWS, PHASE 1: SINGAPORE
The Global Forum on Transparency and Exchange of Information for Tax Purposes is the
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Please cite this publication as:


OECD (2011), Global Forum on Transparency and Exchange of Information for Tax Purposes
Peer Reviews: Singapore 2011: Phase 1: Legal and Regulatory Framework Global Forum
on Transparency and Exchange of Information for Tax Purposes: Peer Reviews, OECD Publishing.
http://dx.doi.org/10.1787/9789264114647-en
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