Fund and employee investment
Published 4 April 2025, Singapore employer is private-equity A’s subsidiary. A manages Country Y limited-partnership Fund X, choosing/evaluating/implementing investments and exits, mainly unlisted medium-sized platform companies. Fund life is ten years plus possible two. An unlimited partner bears unpaid liabilities; limited partners’ exposure is invested amount. A/A2 priority and B ordinary interests exist; the source’s A2 parenthetical label is inconsistent, so identify by class rather than invent a new class. Employees buy B at periodically valued/half-year-certified market value using their own funds.
Transfers, waterfall and employees’ functions
B holders become limited partners, can transfer with notice/manager approval; on refusal manager may offer to other partners then outside investors. Vesting schedule can require a call-option transfer of all/part to A when employment ends or management changes. B distributions start only after five years from incorporation and after A/A2 paid-up amounts have been distributed in the waterfall. Singapore employees support target research/visits and potential buyer meetings but cannot independently conclude contracts or investment decisions for fund/group.
Three separate tax points
B is not a company share, so 10(6) does not apply. Any employment acquisition benefit under 10(1)(b) is taxed at legal ownership, valued as market value less employee payment; the ruling does not invent a discount where market value was paid. Distributions received as partners are foreign-sourced, and remitted gains are exempt under 13(7A) if beneficial to the Singapore B partner. Later B disposal before fund expiry or winding up is capital. The 2020 Revised Edition references and conditional beneficial exemption are retained. Only applicant/arrangement is bound; summaries are not updated for later law/interpretations.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗