Amalgamation of Companies in Singapore and Its Taxation
The amalgamation process whereby the rights, assets, liabilities, privileges and obligations of two or more companies are transferred to and vested in one amalgamated company. There are several complicated procedural steps to be completed by the amalgamating companies for a successful consolidation. Get our expert assistance before getting started!
Forms of Voluntary Amalgamations
Since 30 January 2006, companies have been able to carry out voluntary amalgamations without having to first obtain court approval. This form of amalgamation (hereinafter referred to as “statutory voluntary amalgamations”) is provided for in sections 215B to 215G of the Companies Act. A statutory voluntary amalgamation takes effect on the date specified in the Notice
of Amalgamation issued by the Registrar of Companies.
Short Form Amalgamation
Short form amalgamations are available for companies within the same corporate group (intra-group restructurings and reorganisation), i.e. there are no minority interests.
Long Form Amalgamation
Long form amalgamations are available to any company even if they do not belong to the same group. As there are minority interests to protect, more safeguards are built into the long form procedure.
Effects of amalgamations
The amalgamation shall be effective
The amalgamated company shall have the name specified in the amalgamation proposal
All the property, rights, and privileges of each of the amalgamating companies shall be transferred to and vest in the amalgamated company
All the liabilities and obligations of each of the amalgamating companies shall be transferred to and become the liabilities and obligations of the amalgamated company
All proceedings pending by or against an amalgamating company may be continued by or against the amalgamated company
Any conviction, ruling, order, or judgment in favor of or against an amalgamating company may be enforced by or against the amalgamated company
The shares and rights of the members in the amalgamating companies shall be converted into the shares and rights provided for in the amalgamation proposal
Source: Singapore Statuses Online
Taxation matters of amalgamations
The amalgamating companies should consider the tax implications on the amalgamated company (increase or decrease its exposure to tax, benefits from concessions and waivers, other tax advantages and risks, etc.). For more on tax obligations for businesses, rates, requirements, and other matters, please feel free to contact us for more details.