SINGAPORE Law and Practice Contributed by: Benjamin Tay, Chou Ching, Norman Ho, Vikna Rajah, Chun Kiat and Marcus Tay, Rajah & Tann Asia
Listed REITs are subject to exchange listing require - ments, including minimum market capitalisation and public float thresholds, rather than fixed paid-up capi - tal rules. 5.5 Applicable Governance Requirements Governance requirements vary depending on the cho - sen investment vehicle. Private companies are gov - erned by their constitutions and the Companies Act, with directors subject to fiduciary duties and ongoing filing and disclosure obligations, including beneficial ownership reporting. REITs are subject to a regulated governance frame - work involving a licensed REIT manager, an inde - pendent trustee and compliance with securities and exchange rules. VCCs must be managed by licensed or regulated fund managers and are subject to tai - lored corporate governance and reporting obligations reflecting their fund-specific role. These governance frameworks are a key consid - eration for institutional investors and lenders when Annual maintenance and compliance costs vary by structure and complexity. Single-asset private compa - nies typically incur relatively modest corporate secre - tarial, accounting and filing costs, with audit require - ments depending on size and activity. In contrast, fund vehicles and REIT structures involve higher ongoing compliance costs due to regulatory reporting, audit, valuation and governance require - ments. These costs are generally factored into fund economics and platform level underwriting rather than assessed on an asset-by-asset basis. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time The principal arrangement permitting occupation of real estate in Singapore without ownership is a lease or tenancy, which grants exclusive possession for a assessing investment and execution risk. 5.6 Annual Entity Maintenance and Accounting Compliance
defined term. Leases exceeding seven years must be registered to take effect as legal interests, while shorter tenancies may operate contractually without registration. An unregistered lease exceeding seven years may, depending on the facts, operate in equity but will not take effect as a registered legal interest. Singapore law also recognises licences to occupy, which do not confer exclusive possession and are commonly used for serviced offices, co-working arrangements and short-term occupations. Easements and rights of way, which permit limited use rather than occupation, may also be created and registered against title. 6.2 Types of Commercial Leases Commercial leases in Singapore are largely bespoke and negotiated by reference to asset class and ten - ant profile. Common structures include gross leases, where the landlord bears most outgoings, and net or triple net leases, where the tenant assumes respon - sibility for property tax, maintenance and insurance. Ground leases are also used, particularly for long-term development arrangements, under which the tenant constructs improvements at its own cost, with rever - sion to the landowner at the end of the lease term. 6.3 Regulation of Rents or Lease Terms Commercial rentals and lease terms in Singapore are generally freely negotiated, and there is no over - arching rent-control regime applicable to commer - cial property. Lease terms, including rent, incentives, security deposits and permitted use, are determined by market dynamics and bargaining power. Retail leases for qualifying premises (tenure ≥ one year) are now subject to the Lease Agreements for Retail Premises Act, which imposes mandatory fair- dealing requirements and restricts certain lease provi - sions. Outside this framework, landlord standard forms remain prevalent but are routinely negotiated in prac - tice, particularly for anchor tenants and long-term occupiers.
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