Statute Details
- Title: Competition (Fees) Regulations 2007
- Act Code: CA2004-S358-2007
- Legislative Type: Subsidiary legislation (SL)
- Authorising Act: Competition Act (Cap. 50B)
- Enacting power: Section 93 of the Competition Act (with Minister for Trade and Industry approval)
- Citation: Competition (Fees) Regulations 2007
- Commencement: Deemed to have come into operation on 1 July 2007
- Status: Current version as at 27 Mar 2026
- Key provisions: Sections 1–5; First Schedule (Turnover of Relevant Asset); Second Schedule (Fees)
- Notable amendment: Amended by S 430/2011 with effect from 1 Aug 2011 (notably refining SME turnover definitions)
What Is This Legislation About?
The Competition (Fees) Regulations 2007 (“Fees Regulations”) set out the framework for fees payable to the Competition Commission of Singapore (“Commission”) in connection with certain processes under the Competition Act (Cap. 50B). In practical terms, the Regulations tell parties (typically undertakings involved in merger or other Commission-related applications) how the Commission’s fees are calculated and when those fees must be paid.
Although the Regulations are relatively short, they are highly consequential for transaction planning and compliance. Competition law filings can be time-sensitive and document-intensive; fees affect cost budgeting, and the Regulations also address whether fees can be refunded (generally, they cannot). The Regulations therefore matter not only for “what to pay”, but also for risk allocation and administrative strategy.
The Fees Regulations operate alongside the Competition Act. The Act governs substantive competition rules and procedural mechanisms (including merger-related provisions). The Fees Regulations are the administrative “pricing” instrument: they specify the Commission’s fee schedule (Second Schedule) and define the turnover concepts used to determine fee levels (First Schedule and Section 2).
What Are the Key Provisions?
1. Citation and commencement (Section 1)
Section 1 provides the short title and confirms that the Regulations are deemed to have come into operation on 1 July 2007. For practitioners, this matters when assessing whether a fee regime applied to a filing made around the commencement period, and for determining which version of the Regulations governs a particular application.
2. Definitions and the turnover-based fee logic (Section 2 and First Schedule)
Section 2 is the backbone of the Regulations. It defines key terms used to calculate fees, including “applicable turnover”, “business year”, “control”, “net aggregate turnover”, “related undertakings”, “relevant asset”, “relevant date”, “small or medium sized enterprise”, and “turnover”. These definitions are not merely academic: they drive how the Commission measures the size of the undertaking(s) involved, which in turn determines the fee payable under the Second Schedule.
Applicable turnover is defined in relation to a “relevant asset” and is calculated by reference to the turnover of that asset for a preceding period. The definition addresses multiple scenarios: where the preceding business year is 12 months; where it is not 12 months; and where there is no preceding business year (using the turnover for the relevant period). This flexibility is important for undertakings with non-standard accounting periods, newly formed entities, or reorganisations.
Control is defined broadly to include ownership or the right to use an asset, and also direct or indirect control over an undertaking that has ownership or the right to use the asset. This broad approach aligns with competition-law realities: fee calculations should reflect economic control, not just legal title.
Net aggregate turnover is particularly significant. It is the sum of the “applicable turnovers” of all relevant assets, with deductions for certain assets that will continue under the same control immediately after a merger (or, if no relevant asset continues under the same control, a deduction mechanism based on the highest value turnover among the concerned assets). This is a technical but important anti-double-counting concept: it prevents the same economic activity from being counted multiple times when control remains within the same group.
Relevant asset is defined by reference to specific provisions of the Competition Act (notably section 54(2)(a), (b), and (c)). The Regulations therefore “map” the fee calculation to the type of transaction or filing category under the Act. The definition distinguishes between “anticipated merger” and “merger”, and it identifies which assets are included based on control immediately before and after the transaction.
SME definition (small or medium sized enterprise) is included in Section 2 and further refined by the 2011 amendment. An undertaking qualifies as an SME if it has annual sales turnover of not more than $100 million or not more than 200 employees. The amendment clarifies “sales turnover” and “annual sales turnover”, including what is included (ordinary business sales and services in Singapore) and what is excluded (e.g., gains from sale of fixed assets, donations, grants, subsidies, interest, dividends, and investment income). For fee purposes, this can materially reduce costs for qualifying undertakings and therefore affects whether parties meet thresholds.
3. Fees payable to the Commission (Section 3)
Section 3 is straightforward: “The fees payable to the Commission are as specified in the Second Schedule.” In other words, the Regulations do not themselves state the fee amounts in the main body; instead, they incorporate the Second Schedule as the operative fee table.
For legal practitioners, the key task is to identify the correct fee category in the Second Schedule and then apply the turnover concepts from Section 2 and the First Schedule to determine the relevant turnover figure(s). This is where careful factual work is required: determining “relevant date”, identifying the “relevant assets”, and calculating “applicable turnover” and “net aggregate turnover” can be determinative of the fee level.
4. Refunds (Section 4)
Section 4 provides that fees required to be paid to the Commission are not refundable, whether in whole or in part, except at the discretion of the Commission. This is a significant risk allocation provision. Even if a filing is withdrawn, rejected, or otherwise does not proceed as expected, the default position is that the fee is sunk.
Practically, counsel should treat fees as non-recoverable unless there is a realistic basis to seek discretionary refund from the Commission. This affects settlement strategy, withdrawal decisions, and budgeting for transactions where timing uncertainty exists.
5. Revocation (Section 5)
Section 5 revokes the earlier Competition (Fees) Regulations (Rg 3). This ensures continuity and clarifies that the 2007 Regulations replace the previous fee instrument.
How Is This Legislation Structured?
The Fees Regulations are structured as follows:
- Enacting Formula and Sections 1–5: sets out citation/commencement, definitions, the general rule that fees are in the Second Schedule, the refund rule, and revocation.
- First Schedule: addresses “Turnover of Relevant Asset”. While the extract provided does not reproduce the schedule text, it is the operative document for how turnover is determined for fee calculation.
- Second Schedule: contains the actual Fees payable to the Commission. This is the primary reference for the amounts and fee categories.
From a practitioner’s standpoint, the Regulations are best approached as a “calculation package”: Section 2 and the First Schedule provide the inputs (turnover concepts), Section 3 points to the fee table (Second Schedule), and Section 4 addresses refundability.
Who Does This Legislation Apply To?
The Regulations apply to “undertakings” and other parties who are required to pay fees to the Commission in connection with processes under the Competition Act. While the extract does not specify the exact filing triggers, the definitions repeatedly reference merger-related provisions in the Act (including section 54(2) and the concept of “relevant assets”). Accordingly, the Regulations are most relevant to parties involved in merger notifications or related applications where the Commission’s fee is determined by reference to turnover and transaction category.
In addition, the SME definition indicates that the fee regime differentiates between undertakings based on size. This means that corporate groups, including those with complex control structures, must assess whether they qualify as SMEs and how “control” and “related undertakings” affect the turnover base used for fee calculation.
Why Is This Legislation Important?
First, the Fees Regulations directly affect the cost of competition-law compliance. For merger transactions, fee levels can be significant, and the turnover-based methodology means that the fee is not a flat administrative charge. Counsel must therefore integrate fee analysis into transaction timelines and cost estimates.
Second, the turnover definitions and the “net aggregate turnover” concept can create technical calculation issues for groups with multiple relevant assets, partial overlaps, or continuing control post-transaction. Errors in identifying relevant assets or misapplying the deduction rules can lead to underpayment (with potential administrative consequences) or overpayment (unrecoverable due to the refund rule).
Third, the non-refundable default in Section 4 is a practical enforcement lever. Even where a filing is withdrawn or outcomes change, fees remain payable and generally cannot be reclaimed. This increases the importance of pre-filing diligence: ensuring the correct fee category, confirming turnover figures, and documenting the basis for calculations.
Related Legislation
- Competition Act (Cap. 50B) — in particular, provisions referenced in the Fees Regulations’ definitions (including section 54(2) and the fee-making power under section 93)
- Competition (Fees) Regulations (Rg 3) — revoked by Section 5 of the 2007 Regulations
Source Documents
This article provides an overview of the Competition (Fees) Regulations 2007 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.