Statute Details
- Title: Income Tax (Cromwell SG SPV 5 Pte. Ltd. — Section 13(12) Exemption) Order 2022
- Act Code: ITA1947-S615-2022
- Legislative Type: Subsidiary Legislation (SL)
- Legislative Number: S 615/2022
- Authorising Act: Income Tax Act 1947
- Key Enabling Provision: Section 13(12) of the Income Tax Act 1947
- Date Made: 23 July 2022
- Citation: “Income Tax (Cromwell SG SPV 5 Pte. Ltd. — Section 13(12) Exemption) Order 2022”
- Status: Current version (as at 27 Mar 2026)
What Is This Legislation About?
The Income Tax (Cromwell SG SPV 5 Pte. Ltd. — Section 13(12) Exemption) Order 2022 is a targeted tax exemption order made under the Income Tax Act 1947. In plain terms, it grants a specific Singapore company—Cromwell SG SPV 5 Pte. Ltd.—an exemption from Singapore income tax on certain dividend income it receives from an overseas entity.
The exemption is not general. It is carefully ring-fenced to dividends received on or after 17 February 2022 from a Luxembourg company (Cromwell EREIT Lux 5 S.a r.l.), and further limited to dividends that are ultimately paid out of distribution income generated by two Italian real estate investment funds (Cromwell Europa 1 and Cromwell Europa 2). The order also ties the exemption to conditions set out in a letter of approval dated 17 February 2022.
Practically, this type of order is commonly used in Singapore to implement tax outcomes for structured cross-border investment arrangements—particularly where the underlying income has a specific character (such as rental and property-related income, including capital gains, and interest derived from deposits linked to that income). The order ensures that, subject to conditions, the specified dividends are exempt from tax in Singapore.
What Are the Key Provisions?
Section 1 (Citation) provides the formal name of the Order. While this is not substantive, it is important for legal referencing, filing, and interpretation in tax computations and correspondence with the Inland Revenue Authority of Singapore (IRAS).
Section 2 (Exemption) is the core operative provision. Sub-paragraph (1) states that dividend income described in sub-paragraph (2), received in Singapore by Cromwell SG SPV 5 Pte. Ltd. on or after 17 February 2022 from Cromwell EREIT Lux 5 S.a r.l. (a company incorporated in Luxembourg), is exempt from tax. This means that, for qualifying dividends, the Singapore recipient does not include that dividend income in its taxable income for the relevant period.
Section 2(2) (Source and character of the dividends) narrows the exemption further. It provides that the exemption applies only to dividends that are paid out of distribution income received by Cromwell EREIT Lux 5 S.a r.l. from Cromwell Europa 1 and Cromwell Europa 2—real estate investment funds constituted in Italy. The distribution income must, in turn, be paid out of specific categories of income generated by the Italian funds:
- Rental and property-related income (including capital gains) of Cromwell Europa 1 and Cromwell Europa 2 from the specified property; and
- Interest income derived from deposits with a financial institution of such rental and property-related income.
This structure is significant: the exemption is not merely about the dividend payer or the recipient; it is about the economic “look-through” to the underlying income streams. For practitioners, this means documentation and tracing of income sources are essential to support eligibility.
Section 2(3) (Conditions subject to approval) introduces an additional layer of compliance. The exemption in sub-paragraph (1) is subject to the conditions specified in the letter of approval dated 17 February 2022 addressed to EY Corporate Advisors Pte. Ltd. This is a critical legal hook: even if the dividends fall within the described categories, the exemption may be limited, conditional, or potentially withdrawn if the conditions are not met.
Section 2(4) (Definition of “specified property”) defines the property that anchors the income tracing. In sub-paragraph (2), “specified property” means the property named “Centro Logistico Orlando Marconi” located at Via del Lavoro, Monteprandone, Italy. This is a precise identification requirement. If the underlying rental and property-related income is not attributable to that specified property, the dividends may fall outside the exemption.
How Is This Legislation Structured?
This Order is structured in a straightforward, minimalist format typical of subsidiary legislation granting a specific tax relief. It contains:
- Section 1 (Citation): the short title for referencing the Order.
- Section 2 (Exemption): the operative provisions, subdivided into four sub-paragraphs that (i) identify the recipient and dividend payer, (ii) define the qualifying dividends by reference to underlying distribution income and its character, (iii) impose conditions via a letter of approval, and (iv) define the specified property.
Notably, there are no separate “Parts” or extensive procedural provisions. The legal effect is achieved entirely through the exemption definition and its conditions.
Who Does This Legislation Apply To?
The exemption applies specifically to Cromwell SG SPV 5 Pte. Ltd. as the Singapore recipient. The Order is not drafted as a general relief for all taxpayers; it is a bespoke instrument tied to a particular corporate entity and a particular cross-border investment chain.
On the payer side, it applies to dividend income received in Singapore from Cromwell EREIT Lux 5 S.a r.l. (Luxembourg). On the underlying source side, it is limited to dividends paid out of distribution income received by the Luxembourg company from Cromwell Europa 1 and Cromwell Europa 2 (Italian real estate investment funds), and further limited to income derived from the Centro Logistico Orlando Marconi property in Italy. Therefore, eligibility depends on both who pays and what income ultimately funds the distributions.
Why Is This Legislation Important?
For practitioners, the importance of this Order lies in its ability to produce a clear tax outcome—tax-exempt dividend income in Singapore—but only for a tightly defined set of circumstances. In cross-border structures, dividend taxation can materially affect returns, capital planning, and investor expectations. By granting an exemption, the Order supports the intended economics of the investment arrangement.
Equally important is the Order’s reliance on conditions in a letter of approval. This means that legal and tax teams must treat the approval letter as part of the compliance package. The exemption is not purely mechanical; it is conditional. In practice, counsel should ensure that the conditions are understood, operationalised, and evidenced—especially where ongoing reporting, corporate actions, or restrictions on distributions could affect compliance.
Finally, the “specified property” and “look-through” income character requirements create a documentation and tracing imperative. The exemption depends on rental and property-related income (including capital gains) from a particular property and interest derived from deposits of such income. Therefore, advisers should ensure that fund accounting, distribution statements, and intercompany payment records can support the required linkage between the Italian property income and the dividends received by the Singapore SPV.
Related Legislation
- Income Tax Act 1947 (Singapore) — in particular section 13(12)
- Income Tax Act 1947 (general provisions on exemptions and chargeability)
Source Documents
This article provides an overview of the Income Tax (Cromwell SG SPV 5 Pte. Ltd. — Section 13(12) Exemption) Order 2022 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.