Singapore publishes advance ruling on tax treatment of redeemable preference shares

International Tax Review is part of Legal Benchmarking Limited, 4 Bouverie Street, London, EC4Y 8AX

Copyright © Legal Benchmarking Limited and its affiliated companies 2025

Accessibility | Terms of Use | Privacy Policy | Modern Slavery Statement

Singapore publishes advance ruling on tax treatment of redeemable preference shares

Sponsored by

Sponsored_Firms_Crowe.png
skyscrapers-3184798 (1).jpg

Sivakumar Saravan and Liew Kin Meng of Crowe Singapore provide an insight into the reasoning behind, and consequences of, the Singaporean tax authority’s ruling that redeemable preference shares should be treated as an equity.

On May 4 2022, the Inland Revenue Authority of Singapore (IRAS) published Advance Ruling Summary No 6/2022, relating to the tax treatment of redeemable preference shares (RPS).

Issues considered

The issues considered by the IRAS were whether:

  • The RPS to be subscribed to by a company, Company A, should be treated as an equity or a debt instrument; and

  • The distributions to be made from RPS should be treated as dividends or interest income in the hands of Company A.

Background

Company A is incorporated in Singapore. Company A plans to establish a joint venture with an overseas company. The joint venture, Company X, will be incorporated under the laws of Singapore and will be a tax resident of Singapore.

Company X will issue RPS to which Company A will subscribe.

Ruling

Upon examining the features and terms of the RPS, the IRAS ruled that for Singapore income tax purposes:

  • The RPS to which Company A will be subscribing is an equity instrument; and

  • The distributions from the RPS will be treated as dividends in the hands of Company A.

The following factors were pivotal in the IRAS’ decision to treat the RPS as equity:

  • The RPS fall within the definition of shares under the Companies Act 1967 (2020 revised edition);

  • The RPS holder(s) will be reflected in the Electronic Register of Members; and

  • The terms of the RPS indicate ownership interests in Company X (such as voting rights or participation in the business of Company X).

Although certain features of the RPS support the characterisation of the RPS as debt (for example, fixed dividend rate and the cumulative and compounding feature of the RPS), the IRAS did not consider these features as being conclusive. This is because the dividends paid are subject to the approval of Company X’s board of directors and dependent on the availability of profits for distribution.

Our observations

The above ruling is consistent with the guidance set out in the IRAS e-Tax Guide, Income Tax Treatment of Hybrid Instruments, where the first step in determining the characterisation of a hybrid instrument is to determine its legal form. This involves an examination of the legal rights and obligations created by the instrument. A hybrid instrument is generally characterised as equity if the legal terms of the instrument indicate ownership interests in the issuer.

In the case of Company A, since the dividend is paid by a company resident in Singapore, the dividend is exempt from tax in the hands of Company A under section 13(1)(za) of the Income Tax Act 1947 (2020 revised edition).

If the RPS had instead been characterised as a debt instrument, the distributions from the RPS would be regarded as interest income in the hands of Company A, and would be taxable unless specifically exempt from tax under the Income Tax Act 1947.

Final thoughts

RPS can be structured to confer the holder with varying degrees of management control and profit entitlement. Therefore, these shares can exhibit both debt-like and equity-like features.

As the income tax treatment differs depending on whether an instrument is regarded as a debt or an equity, an issuer or investor of a hybrid instrument should analyse the factors discussed in the IRAS e-Tax Guide (Income Tax Treatment of Hybrid Instruments) to determine the correct income tax treatment of the hybrid instrument.

Singapore does not have any hybrid mismatch rules that follow the recommendation from Action 2 of the BEPS project. However, the available guidelines and the advance rulings published aim to provide clarity on how hybrid instruments will be characterised for Singapore tax purposes.

more across site & shared bottom lb ros

More from across our site

Effective audit management requires more than documentation; it’s the way taxpayers engage that can shape audit direction, manage procedural ambiguity, and preserve options for appeal or litigation
American advisers are falling short of client expectations when it comes to providing value-added services, but remaining tight-lipped won’t make the problem go away
Awards
The Social Impact Awards unveil new categories to reflect a changing legal and social landscape
Australia's approach to tax policy has undergone significant shifts in recent years, reflecting global trends and unique domestic considerations. These developments merit close attention from tax professionals
The UK has temporarily dodged the 50% rate due to a trade deal signed with the US in May; in other news, Ryan acquired a Northern Irish tax firm
Following a $28 million funding round, Aibidia wants to ‘double down’ on the US market via partnerships with the ‘big four’, the Finnish TP tech provider’s CEO tells ITR
The Luxembourg-based TP leader tells ITR about relishing the intellectual challenge of his practice, his admiration for Stephen Hawking, and what makes tax cool
The case to determine whether the tariff regime is constitutional will eventually find its way to the US Supreme Court, ITR has also heard
In other news, the Council of the EU pledged support to a CBAM simplification and exemption initiative, and Portugal issued new VAT filing guidance
While Brazil’s sweeping tax updates are a triumph for modernisation, Giuliano Gioia of Sovos warns that MNEs with a Brazilian footprint should be prepared for a short and sharp adjustment
Gift this article