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STAMP DUTY
1. Non-Performing
Loan Restructuring Scheme
The Stamp Duty (Exemption) Order 2001 exempts from stamp duty all instruments
executed pursuant to a non performing loan restructuring scheme including the granting
of additional loans under the Enterprise Programme managed by the Credit Guarantee
Corporation (CGC). The non performing loan restructuring scheme must be approved
by the CGC between 9th June, 2000 and 31st December, 2000 and the additional loan
is obtained for the purpose of working capital.
The exemption is effective from 9th June, 2000.
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2. Refinancing
of Any Existing Term Loan Agreement
The Stamp Duty (Remission) Order 2001 provides for the remission of duty
on any instrument for the purpose of refinancing any existing term loan agreement
or an asset sale agreement for a term loan under the Syariah Law. The amount remitted
is limited to the extent of the duty that would be payable on the balance of the
principal amount of the existing term loan.
The Order takes effect from 24th October, 1998.
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3. Merger of Banking
Institutions
Instruments executed on or between 24th October, 1998 and 31st August, 2000 pursuant
to a scheme of merger of banking institutions are exempted from stamp duty under
the Stamp Duty (Exemption)(No. 26) Order 2000.
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4. Sale of Shares,
Stock or Marketable Securities Listed on a Stock Market
The Stamp Duty (Remission)(No. 4) Order 2000 provides for the remission
of duty on all instruments of contract notes relating to the sale of any shares,
stock or marketable securities listed on a stock market of a stock exchange approved
by the SC. The transaction must be between a local broker (holder of a dealer's licence
under the Securities Industry Act, 1983) and a foreign investor (a non-resident
investor under the Exchange Control of Malaysia Notice).
The Order takes effect from 1st January, 2001.
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5. Purchase of
Property from a Developer
The following instruments for the purchase of property from a developer where
the construction has been fully completed and sold during the period
28th March, 2001 to 31st December, 2001 are exempted from stamp duty pursuant to
the Stamp Duty (Exemption)(No. 6) Order 2001 :-
| a. |
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All instruments of sale and purchase agreements executed
between the purchaser and the developer on or after 28th March, 2001 but not later
than 31st December, 2001. |
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| b. |
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All instruments effecting the transfer of title of the
property from the developer to the purchaser. |
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| c. |
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All instruments in the nature of security executed between
the purchaser and a bank or financial institution for money advances to finance the
purchase. |
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| d. |
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All instruments in the nature of security executed between
an employee and an employer under an employee housing loan scheme for money advances
to finance the purchase. |
"Property" means :-
| a. |
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Residential houses, condominium units, apartments and
flats; |
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| b. |
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Office lots including shop houses and shop offices; |
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| c. |
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Shop lots in shopping complexes; and |
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| d. |
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Industrial buildings and factories. |
To qualify for exemption, the developer must be registered with the Real Estate and
Housing Developersí Association of Malaysia, Sabah Housing Developersí Association
(1992) or Sarawak Housing Developersí Association.
The aforesaid exemption takes effect from 28th March, 2001.
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6. Securitisation
Transactions
The following instruments for the purpose of a securitisation transaction are
exempted from stamp duty under the Stamp Duty (Exemption)(No. 12) Order 2001 :-
| a. |
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Any instrument that operates to transfer, convey, assign,
vest, effect or complete a disposition of any legal or equitable right or interest
in or title to any asset or charge or mortgage referred to as "the rights"
to or in favour of a special purpose vehicle. |
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| b. |
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Any instrument that operates to create or effect any
charge, assignment, trust deed or letter of guarantee or any other instrument or
document for the purpose of credit enhancement. |
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| c. |
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Any instrument that operates to transfer, convey, assign,
vest, effect or complete a disposition of any of the rights in connection with the
repurchase of the rights from a special purpose vehicle to or in favour of the person
from whom the rights were acquired. |
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| d. |
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Any other instrument or document in which a special purpose
vehicle is a party to. |
For purposes of this Order :-
"assets" means such assets which are the subject of a securitisation transaction
and which satisfy all criteria as stipulated by the SC on the offering of asset-backed
debt securities;
"credit enhancement" means any arrangement in form or substance which requires
the credit enhancement provider to compensate a special purpose vehicle for a pre-determined
amount of loss incurred as a means of insuring against the credit risks of the assets;
"special purpose vehicle" means any entity which issues asset-backed debt
securities and which satisfies all criterias as stipulated by the SC on the offering
of asset-backed debt securities;
"securitisation transaction" means an arrangement which involves the transfer
of assets or risks to a third party where such transfer is funded by the issuance
of debt securities to investors and approved by the SC pursuant to Section 32 of
the Securities Commission Act, 1993.
The aforesaid exemption takes effect from 1st January, 2001.
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7. Guidelines on
Stamping of Shares Transfer Instruments for Shares that are Not Quoted on the Kuala
Lumpur Stock Exchange (KLSE)
The guidelines outline the basis of valuation of ordinary shares of companies
that are not listed on the KLSE.
For cases where the sale of shares requires the approval of the SC, the price/value
per share as approved by the SC may be accepted for the purpose of stamp duty valuation.
In cases where the company is incurring losses, the par value or net tangible assets
(NTA) or sale consideration whichever is the highest will be used for the purpose
of computing the stamp duty payable. The formula applicable would
be :-
| NTA per Share |
=
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Shareholders' Funds (*) |
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| Issued Share Capital |
*Shareholders' Funds = Total Assets - Total Liabilities
For cases other than the above two situations, a comparison is to be made between
the NTA, Price Earnings Ratio (PER) and sale consideration, whichever is the highest.
The formula for computing the value per share based on PER is as follows :-
| Value per Share |
=
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Profit After Tax |
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| Issued Share Capital |
The minimum PER provided by the SC may be used in the above formula.
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