Mergers must develop a merger proposal containing all relevant considerations and preparations. The merger proposal must contain the terms of the desired merger as well as certain terms in the Companies Act (Chapter 50). After the proposal has been drawn up by the respective governing bodies of each company, by the members of each company and, to the extent necessary in accordance with the proposal, any other person concerned must approve the merger proposal in a special decision at a general meeting. There are two types of voluntary grouping procedures, the “short form process” and the procedure covered by paragraphs 215B and 215C of the law (often in its abbreviation, the “long form” procedure). Let`s control your business every step of the way. From strategy to documentation to due diligence, we help you increase your likelihood of success and conclude the deal. The law requires members of the two registered associations to approve both the merger, the rules and the group`s declaration of intent. Before the procedure, each committee should consider whether the merger is likely to get the approval of the members and whether you should consult your membership. Constitutions and, if applicable, shareholder agreements of companies involved in the restructuring may include pre-emption rights and even tag rights along if the company is not wholly owned by the company. These can create difficulties if other shareholders do not cooperate, and the corresponding exemptions for these rights should be obtained. Amalgamated companies are treated as if they had ceased operations and divested their assets and liabilities and that the merged entity had acquired or commenced a new transaction. This treatment may result in taxable profits in the hands of the merging companies, since the assets are taxed either on the basis of the transfer price or the open market value (OMV).
Compensation or compensatory charge for industrial facilities and machinery or buildings must also be taken into account when disposing of waste, unless companies participating in the merger are allowed to make a choice under Section 24 of the Singapore Income Tax Act. Amalgams that do not require a court order are generally referred to as voluntary groupings. With respect to the ease of implementation of this fact sheet, this fact sheet assumes that only two companies are considering a merger. Buyer stamp duty (BSD) relief and seller stamp duty (SSD) apply to the transfer of businesses or shares related to a business rebuilding or consolidation scheme when discharge conditions are met. The new tax framework must be irrevocablely chosen by submitting the prescribed form to IRAS, along with other information, within 90 days of the date of the qualified merger. It is the registrar`s duty, along with the non-society, to remove grouped companies from the register as soon as possible after a merger comes into force. At the time of the Clerk`s merger, the legal consequences of the merger are that organizations considering close cooperation could also do so without “merging” their structures or combining them legally.