SINGAPORE Law and Practice Contributed by: Evelyn Wee, Sandy Foo, Tracy-Anne Ang, Terence Quek, Hoon Chi Tern, Goh Jun Yi and Tricia Teo, Rajah & Tann Singapore LLP
• restrictions on voluntarily winding up, dissolution or termination. It should be noted that even if an entity has not been designated, the Minister can review ownership or control transactions involving an entity that has acted against Singapore’s national security interests. While the term “national security” is not defined, the inau - gural list of Designated Entities provides insight as to the types of functions that are deemed critical to national security. In addition to the Significant Investments Review Act, the Transport Sector (Critical Firms) Act 2024 came into force on 1 April 2025 and introduces a designated entities regime by amending the Bus Services Industry Act 2015, the Civil Aviation Authority of Singapore Act 2009, the Maritime and Port Authority of Singapore Act 1996, and the Rapid Transit Systems Act 1995 to: • introduce controls, or augment or extend existing controls, in respect of ownership, management appointment, operations and resourcing to desig - nated providers of essential transport services and their equity interest holders who are designated; and • extend the existing power of the Minister for Transport to make special administration orders in relation to licensees, to designated providers of essential transport services. Designation can be as a “designated operating entity” if the entity directly provides essential transport ser - vices in Singapore, or a “designated equity interest holder” if the entity holds equity interest in a desig - nated operating entity and has a strong nexus of con - trol over its subsidiaries that are designated operat - ing entities. With effect from 15 April 2025, 19 key transport entities across the air, land and sea transport sectors have been designated. Among them, 17 key transport entities that provide essential transport ser - vices into Singapore have been designated as “des - ignated operating entities”, and two key transport entities have been designated as “designated equity interest holders”. These designated entities are sub - ject to, amongst other things:
• the requirement to notify or seek approval for cer - tain specified changes in ownership and control; • the requirement to seek approval for appointment of chief executive officers, the chair of the board and/or directors; and • notification requirements in respect of events that could materially impede or impair the provision of essential transport services in Singapore. Entities under the Transport Sector (Critical Firms) Act 2024 will be designated by the relevant author - ity under their respective sectoral legislation and will not be concurrently designated under the Significant Investments Review Act 2024. Singapore Budget 2025: Extension of M&A Scheme The Mergers & Acquisitions (M&A) Scheme allows a Singapore company that makes a qualifying acquisi - tion of ordinary shares of another company to claim certain tax benefits, subject to conditions. Under the M&A Scheme: • an M&A allowance is granted to the acquiring com - pany on a straight-line basis over five years. The M&A allowance rate is 25% of the value of acquisi - tion, and the allowance is capped at SGD10 million for all qualifying share acquisitions in the basis period for each year of assessment. For qualifying share acquisitions made from 1 April 2016, the cap on the value of acquisition is set at SGD40 million; and • double tax deduction is granted on transaction costs incurred on qualifying share acquisitions completed, subject to an expenditure cap of SGD100,000. The M&A Scheme, which was originally scheduled to lapse after 31 December 2025, will be extended until On 29 May 2025, the Monetary Authority of Singapore announced that the Corporate Governance Advisory Committee (CGAC) will review the Code of Corporate Governance (“CG Code”) to build on established good practices in corporate governance and disclosures among listed companies, and complement the ongo - 31 December 2030. Good Governance
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