Statute Details
- Title: Income Tax (FLCT UK 1 Pte. Ltd., etc. — Section 13(12) Exemption) Order 2024
- Act Code: ITA1947-S357-2024
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Income Tax Act 1947
- Enacting Formula / Power Used: Powers conferred by section 13(12) of the Income Tax Act 1947
- Citation / Number: No. S 357
- Date Made: 25 April 2024
- Status: Current version (as at 27 Mar 2026)
- Commencement Date: Not stated in the extract provided (practitioners should confirm in the full instrument)
What Is This Legislation About?
The Income Tax (FLCT UK 1 Pte. Ltd., etc. — Section 13(12) Exemption) Order 2024 is a targeted tax exemption order made under the Income Tax Act 1947. In plain terms, it grants specific companies and a trustee an exemption from Singapore tax on certain categories of passive investment income (notably dividends, interest, and in some cases trust distribution income) received in Singapore from specified counterparties.
The order is not a general reform of Singapore’s income tax system. Instead, it operates like a bespoke exemption instrument for particular entities within a defined group of transactions involving offshore property and trust structures. The exemptions apply only to the named recipients, only to the named sources, and only for income received on or after specified dates.
Crucially, the exemptions are conditional. The order states that the exemptions are subject to the terms and conditions set out in letters from the Ministry of Finance (MOF) addressed to EY Corporate Advisors Pte. Ltd., with specified dates (including a revised letter). This means that the exemption is not purely automatic; compliance with the MOF’s conditions is central to whether the exemption can be relied upon.
What Are the Key Provisions?
Citation and legal basis (Enacting Formula and section 1): The order is cited as the “Income Tax (FLCT UK 1 Pte. Ltd., etc. — Section 13(12) Exemption) Order 2024”. It is made in exercise of powers under section 13(12) of the Income Tax Act 1947. Section 13(12) is the statutory gateway that allows the Minister for Finance to grant exemptions in prescribed circumstances. Practically, this order is the mechanism by which the Minister’s discretion is exercised for the named entities and income streams.
Exemption for FLCT UK 1 Pte. Ltd. (section 2): The order exempts from tax certain income received in Singapore by FLCT UK 1 Pte. Ltd. from specified Jersey entities and trustees. Specifically:
- Dividends received in Singapore from Connexion Property Co Limited (Jersey) on or after 18 April 2023.
- Trust distribution income received in Singapore from FLCT UK Trustee 1 Limited and FLCT UK Trustee 2 Limited, acting as joint trustees of Connexion Trust (Jersey), on or after 18 April 2023.
- Interest received in Singapore from those trustees in their capacity as joint trustees of Connexion Trust on or after 22 February 2022.
Conditionality (section 2(4) and parallel provisions): The exemptions in section 2(1)–(3) are expressly “subject to the terms and conditions” in MOF letters dated 19 Apr 2023 (Revised on 3 May 2023) and 11 Apr 2024, addressed to EY Corporate Advisors Pte. Ltd.. This structure is repeated across most recipients in the order. For practitioners, this is a key compliance point: the exemption is legally tethered to external documents (the letters), which may impose requirements relating to the underlying arrangements, reporting, documentation, or ongoing conditions.
Exemptions for FLCT UK 2 Pte. Ltd. (section 3): Similar to section 2, but with different counterparties and date triggers. FLCT UK 2 Pte. Ltd. is exempt on:
- Dividends from BVP Property Co Limited (Jersey) on or after 18 April 2023.
- Trust distribution income from FLCT UK Trustee 1 Limited and FLCT UK Trustee 2 Limited as joint trustees of BVP Trust (Jersey) on or after 18 April 2023.
- Interest from those trustees as joint trustees of BVP Trust on or after 5 November 2021.
Exemptions for FLCT UK 3 Pte. Ltd. (section 4) and FLCT UK 4 Pte. Ltd. (section 5): Section 4 grants exemption for dividend income and interest income received in Singapore from Worcester Property Co Limited (Jersey) on or after 18 April 2023, subject to the same MOF letters. Section 5 is more expansive: it covers dividends from FLCT Ellesmere Port Property Co Limited (Jersey), trust distributions from FLCT Ellesmere Trustee 1 Limited and FLCT Ellesmere Trustee 2 Limited as joint trustees of FLCT Ellesmere Trust (Jersey), and interest from those trustees, with interest exempt on or after 22 February 2022. Again, the MOF letters condition the exemption.
Exemption for FLT Europe Pte. Ltd. (section 6): This section extends the exemption beyond Jersey to a Netherlands counterparty. FLT Europe Pte. Ltd. is exempt on:
- Dividends received in Singapore from FLT Europe B.V. (Netherlands) on or after 18 April 2023.
- Interest received in Singapore from FLT Europe B.V. on or after 26 November 2021.
The same MOF letters (19 Apr 2023 revised on 3 May 2023, and 11 Apr 2024) apply as conditions.
Exemption for FLCT UK Pte. Ltd. (section 7) and Frasers Commercial (UK) Sub. 1 Pte Ltd (section 8): These provisions are narrower, focusing on interest income received in Singapore from specified Jersey sources on or after 18 April 2023. Both are subject to the MOF letters dated 19 Apr 2023 (revised 3 May 2023) and 11 Apr 2024.
Exemption for the trustee of Frasers Commercial Trust (section 9): Section 9 is distinct because it concerns a trustee rather than a company receiving income from a company. British & Malayan Trustees Limited (Singapore) as trustee of Frasers Commercial Trust is exempt on interest income received in Singapore from APF Management Pty Limited (Australia) in its capacity as trustee of Central Park Landholding Trust (Australia) on or after 6 March 2023. The conditionality here refers to MOF letters dated 6 March 2023 and 11 April 2024, addressed to EY Corporate Advisors Pte. Ltd.
How Is This Legislation Structured?
The order is structured as a short instrument with:
- Section 1 (Citation): identifies the order.
- Sections 2 to 9 (Entity-specific exemptions): each section sets out the exemption for a particular recipient, specifying:
- the recipient (company or trustee),
- the source (counterparty and jurisdiction),
- the type of income (dividend, interest, trust distribution),
- the relevant date from which the exemption applies, and
- the MOF letter-based conditions that govern the exemption.
- Making clause: the order is made on 25 April 2024 by the Second Permanent Secretary, Ministry of Finance.
Who Does This Legislation Apply To?
The legislation applies only to the specific named recipients listed in sections 2 to 9. These include multiple Singapore-incorporated companies (e.g., FLCT UK 1 Pte. Ltd., FLCT UK 2 Pte. Ltd., FLCT UK 3 Pte. Ltd., FLCT UK 4 Pte. Ltd., FLT Europe Pte. Ltd., FLCT UK Pte. Ltd., and Frasers Commercial (UK) Sub. 1 Pte Ltd) and one Singapore trustee (British & Malayan Trustees Limited) acting as trustee of Frasers Commercial Trust.
It also applies only to the specified income streams received in Singapore from the specified counterparties (Connexion Property Co Limited, BVP Property Co Limited, Worcester Property Co Limited, FLCT Ellesmere Port Property Co Limited, FLT Europe B.V., Maxis Business Park Limited, Farnborough Business Park Limited, and APF Management Pty Limited as trustee of Central Park Landholding Trust), and only for income received on or after the relevant dates stated in each section.
Why Is This Legislation Important?
For practitioners, the practical significance of this order lies in its role as a tax relief instrument for cross-border passive income. Singapore taxes income on a territorial basis, and exemptions under the Income Tax Act can materially affect the tax treatment of dividends, interest, and trust distributions. This order provides certainty—within its scope—by expressly exempting defined categories of income for defined recipients.
However, the order’s conditional nature means that tax planning and compliance cannot stop at reading the exemption wording. The exemptions are “subject to the terms and conditions” in MOF letters. In practice, this typically requires careful documentation and ongoing adherence to the arrangement features that the MOF considered when granting the exemption. If the conditions are not met, the exemption may be unavailable, potentially leading to tax exposure, penalties, or disputes over whether the income qualifies.
Finally, the order is useful as a precedent for how section 13(12) exemptions are drafted: they are transaction- and entity-specific, they specify income types and date cut-offs, and they incorporate external MOF letter conditions. Lawyers advising on similar structures should treat this as a model for the level of specificity and the importance of aligning the facts with the exemption’s stated parameters.
Related Legislation
- Income Tax Act 1947 (in particular, section 13(12))
- Income Tax Act 1947 (general provisions on chargeability and exemptions)
- Legislation timeline / version history (to confirm the operative version as at the relevant date)
Source Documents
This article provides an overview of the Income Tax (FLCT UK 1 Pte. Ltd., etc. — Section 13(12) Exemption) Order 2024 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.