The next step will be the development of the share purchase agreement (SPA). This is the main proof of transaction and defines the terms of purchase of the target company. The first project is usually set up by the buyers` lawyers. The SPA will contain numerous seller guarantees (known as guarantees) regarding the condition of the target company and the property (see below). The buyer`s lawyers generally negotiate the guarantees on the basis of the result of due diligence. As you expect the principal value of the target company to be in the property, real estate guarantees are of particular importance and should be negotiated with care. The purchaser should ensure that all financial commitments of the entity are met before the completion of the business, so that the business is acquired only on a debt-free (and potentially cash-free) basis. The replacement of the signed GSB can be done either at the same time as the completion of the signed GSB or at a later date. Signing and completion are usually distributed when certain conditions must be met during the transition period, such as. B third party agreement (for example. B banks). The amendment law removes the terms “and shares and shares” from section 22, paragraph 1, point b) s) sDA, in fact, the stamp duty exemption for contracts and agreements for the sale of shares and shares. This seems to reflect the intention to treat shares in the same way as real estate in Singapore, so stamp duty must be paid on any contract or agreement to sell shares.
Prior to the modifier law, stamp duty was to be paid only for the execution of the transfer deed (as a form of share transfer) and not for the contract or share sale agreement. Thus, the date on which stamp duty must be paid on the sale of shares is effectively advanced to the execution of the sale contract and not to the transfer of shares which occurs after the conclusion of the agreement on unlisted shares. In an Irish case (Tanat/Medical Council  IEHC 223), the Court took a similar approach to adjudicating an option to sell (in a case where it is a matter of regulating leases and not stamp tax). The previous position On March 11, 2017, the law was amended, so that stamp duty was levied on a contract or agreement to sell shares, as if it were an effective transfer at the time of the sale of the shares. Prior to that date, stamp duty was exercised only on the transfer deed. The concern about the requirement to pay stamp duty on an agreement to sell and purchase shares was that, if the sale was not concluded for any reason, it is not certain that there is a right to refund the stamp duty paid. To deal with this situation, particularly where non-compliance was possible, the parties would sometimes structure an agreement to sell and purchase shares as an option to sell and call. As a result of the remission rules, the position on stamp duty for the sale and purchase of shares returns to its position before March 11, 2017.