Statute Details
- Title: Income Tax (Lendlease Global Commercial REIT — Section 13(12) Exemption) Order 2022
- Act Code: ITA1947-S491-2022
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Income Tax Act 1947
- Authorising Provision: Section 13(12) of the Income Tax Act 1947
- Enacting Formula: Minister for Finance makes the Order in exercise of powers under section 13(12)
- Citation: Income Tax (Lendlease Global Commercial REIT — Section 13(12) Exemption) Order 2022
- Key Instrument Number: SL 491/2022
- Made Date: 23 June 2022
- Commencement: Applies to dividends received in Singapore on or after 2 December 2021 (as specified in the exemption)
- Status (as provided): Current version as at 27 Mar 2026
- Primary Provision: Paragraph 2 (Exemption)
What Is This Legislation About?
The Income Tax (Lendlease Global Commercial REIT — Section 13(12) Exemption) Order 2022 is a targeted tax exemption order made under the Income Tax Act 1947. In practical terms, it grants an exemption from Singapore income tax for certain dividend income received in Singapore by a specific trustee, in respect of dividends paid by a specified Bermuda entity to fund distributions connected to Singapore property.
The Order is designed to facilitate a particular cross-border investment structure involving Lendlease Global Commercial REIT and related entities. It does so by carving out a defined category of dividends from tax, but only where the dividends are sourced from specified underlying income streams (rental and property-related income, and interest derived from deposits funded by that income) and where the exemption is subject to conditions set out in an approval letter.
Because the exemption is narrow and entity-specific, the Order is best understood as an administrative and legislative mechanism to implement a negotiated tax outcome for a particular REIT structure, rather than a broad policy change affecting all REITs or all investors.
What Are the Key Provisions?
1. Citation and legal basis (Paragraph 1)
Paragraph 1 provides the short title of the Order. The legal basis is the Minister for Finance’s power under section 13(12) of the Income Tax Act 1947. This matters for practitioners because it indicates that the exemption is not created directly by the main Act’s general charging provisions, but by a specific exemption order issued under a delegated legislative power.
2. The exemption for dividend income (Paragraph 2(1))
The core operative provision is in paragraph 2(1). It states that the dividend income described in paragraph 2(2) and received in Singapore by RBC Investor Services Trust Singapore Limited (a Singapore-incorporated company) in its capacity as the trustee of Lendlease Global Commercial REIT from Lendlease Asian Retail Investment Fund 3 Limited (an entity incorporated in Bermuda) on or after 2 December 2021 is exempt from tax.
This is a classic “specified payer → specified recipient → specified time” exemption. The exemption is triggered only when all of the following align: (i) the recipient is the trustee acting in that trustee capacity; (ii) the dividends are received in Singapore; (iii) the dividends are paid by the specified Bermuda entity; and (iv) the dividends are received on or after the specified date.
3. What dividends qualify (Paragraph 2(2))
Paragraph 2(2) limits the exemption to dividends that are paid out of particular income sources. Specifically, the exemption applies to dividends paid out of either:
(a) any rental income and other property-related income received by the specified companies for the specified property; or
(b) any interest income derived from any bank deposit made up of rental income and other property-related income received for the specified property.
For practitioners, this is a crucial limitation. It means the tax exemption is not a blanket exemption for all dividends paid by the Bermuda entity. Instead, it is tethered to the economic source of the distributions—namely, rental/property-related income from a particular Singapore property (and interest earned on deposits funded by that income). This “source-of-funds” approach is often used to ensure that the exemption corresponds to the intended policy outcome and does not extend to unrelated income streams.
4. Conditions and approval letter (Paragraph 2(3))
Paragraph 2(3) provides that the exemption is subject to the conditions specified in the letter of approval dated 2 December 2021 addressed to EY Corporate Advisors Pte. Ltd.
This is legally significant because it introduces an external set of conditions that may govern eligibility, compliance, reporting, or structural requirements. While the text of the approval letter is not reproduced in the Order extract, the Order makes clear that the exemption is conditional. In practice, counsel should treat the approval letter as part of the compliance framework and ensure that the REIT structure and dividend flows remain consistent with those conditions.
5. Definitions: specified companies and specified property (Paragraph 2(4))
Paragraph 2(4) defines the scope of the underlying income sources by identifying:
“specified companies” as:
(a) Lendlease Commercial Investments Pte. Ltd. (Singapore); and
(b) Lendlease Retail Investments 3 Pte. Ltd. (Singapore).
“specified property” as the property known as Jem, located at 50 and 52 Jurong Gateway Road, Singapore.
These definitions matter because they fix the exemption’s economic perimeter. Only rental and property-related income received by those specified Singapore companies for that specified property can be the underlying source for the qualifying dividends (and for any interest derived from deposits funded by such income).
How Is This Legislation Structured?
The Order is structured in a simple, two-paragraph format:
Paragraph 1 (Citation) sets out the short title of the Order.
Paragraph 2 (Exemption) contains all substantive content. It is subdivided into four sub-paragraphs: (1) the exemption statement for specified dividend income; (2) the limitation to dividends paid out of specified income sources; (3) the condition that the exemption is subject to an approval letter; and (4) definitions of the specified companies and specified property.
For practitioners, the brevity of the instrument is itself a signal: the Order is meant to implement a specific exemption outcome, with compliance and eligibility details likely residing in the approval letter referenced in paragraph 2(3).
Who Does This Legislation Apply To?
The exemption applies to RBC Investor Services Trust Singapore Limited acting as trustee of Lendlease Global Commercial REIT. It applies to dividends that are received in Singapore from Lendlease Asian Retail Investment Fund 3 Limited (Bermuda) on or after 2 December 2021.
Although the Order is directed at the trustee-recipient, the underlying income source is constrained to rental and property-related income received by the specified Singapore companies (Lendlease Commercial Investments Pte. Ltd. and Lendlease Retail Investments 3 Pte. Ltd.) for the specified property (Jem at Jurong Gateway Road). Therefore, while the trustee is the immediate taxpayer-exempt party, the economic activities generating the qualifying income occur through the specified Singapore companies and the specified property.
Why Is This Legislation Important?
This Order is important because it directly affects the Singapore tax treatment of dividend income in a cross-border REIT distribution context. For a REIT structure, the tax character and taxability of distributions can materially affect investor outcomes, cash flows, and structuring decisions. By exempting the specified dividend income, the Order supports a tax-efficient flow consistent with the policy intent behind section 13(12) exemptions.
From an enforcement and compliance perspective, the Order’s conditionality is equally important. The exemption is expressly subject to conditions in an approval letter dated 2 December 2021. This means that eligibility is not purely mechanical; it depends on whether the structure and dividend payments continue to satisfy the approval conditions. Counsel should therefore verify (and document) ongoing compliance with the approval letter’s requirements, particularly around the sourcing of funds (rental/property-related income and interest derived from deposits funded by that income) and the continued relevance of the specified property and specified companies.
Finally, the Order illustrates how Singapore uses subsidiary legislation to implement targeted tax outcomes. For practitioners advising on REITs, investment funds, and cross-border income flows, it provides a concrete example of how exemptions can be drafted with tight definitions, source-of-income limitations, and approval-letter conditions—features that should inform due diligence and drafting in related transactions.
Related Legislation
- Income Tax Act 1947 (especially section 13(12))
- Income Tax (Lendlease Global Commercial REIT — Section 13(12) Exemption) Order 2022 (SL 491/2022) — the subject instrument
- Legislation Timeline (for version control and amendment history, as referenced in the provided materials)
Source Documents
This article provides an overview of the Income Tax (Lendlease Global Commercial REIT — 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.