Singapore


Authors:
Mr Subramanian Pillai

Contact: spillai@cnplaw.com (LinkedIn)

Mr Ervin Roe
Contact: eroe@cnplaw.com

Mr Timothy Tan
Contact: ttan@cnplaw.com

Overview of legal measures as of 16 May 2020 as response to the coronavirus. Please note: Due to the extraordinary situation, the legislation is in continuous evolution and may change very fast.

Introduction

The Republic of Singapore is a sovereign city-state situated in Southeast Asia. Its legal system is primarily made up of common law and legislation.

Common law is a body of law developed from the decisions and judgments of the Courts of Singapore. Common law is guided by the legal doctrine of stare decisis, wherein the lower courts are bound by the decisions of the higher courts. The highest court in Singapore is the Court of Appeal.

Legislation refers to the various statutes that have been passed by the Singapore Parliament. Some of these statutes, in turn, confer government bodies in Singapore the power to make regulations or orders under those statutes. These regulations or orders are referred to as Subsidiary Legislation and have the force of law in Singapore.

In response to the COVID-19 pandemic, the Singapore Government has set up a Multi-Ministry Taskforce to direct the national response to the pandemic. Various measures have been implemented to curb the spread and impact of the COVID-19 virus in Singapore. These measures have been made into law through legislation passed by the Singapore Parliament, as well as through subsidiary legislation made by the Government.

1. COVID-19 (Temporary Measures) Act 2020

1.1 Introduction

The COVID-19 (Temporary Measures) Act 2020 ("COVID-19 Act") was passed by the Singapore Parliament on 7 April 2020 to implement temporary measures announced by the government to deal with the pandemic and other related matters.

The COVID-19 Act, together with the various subsidiary legislations, deal with a wide variety of issues: from imposing orders to restrict the movement of people, to helping individuals and businesses deal with the economic fallout arising from the pandemic.

The COVID-19 Act applies only for the prescribed period, which is currently 6 months from 20 April 2020. The various changes made under the COVID-19 Act are temporary and will only last until the prescribed period. This period may be shortened or extended by up to a year.

COVID-19 (Temporary Measures) Act 2020

List of Subsidiary Legislation to the COVID-19 (Temporary Measures) Act 2020

1.2 Temporary relief for inability to perform contracts

The COVID-19 Act provides temporary relief to parties who are unable to perform certain contractual obligations under specific types of contracts.

Section 5 of the COVID-19 Act

Requirements

For defaulting parties to rely on the COVID-19 Act, four requirements must be satisfied:

  1. the defaulting party must be a party to a scheduled contract. Some examples include:

    1. leases or licences for non-residential immovable property (e.g. lease for factory premises);

    2. construction contract or supply contract (e.g. contract for the supply of materials);

    3. contracts for the provision of goods and services (e.g. venue, catering) for events (e.g. weddings, business meetings);

    4. tourism-related contracts (e.g. cruises, hotel accommodation bookings);

    5. certain loan facilities granted by a bank or a finance company to qualifying small and medium enterprises;

    6. loans from licensed banks and finance companies that are secured against commercial or industrial immovable property located in Singapore, or secured against plant, machinery, or fixed assets that are used for manufacturing, production, or other business purposes;

    7. an option given by a housing developer to an intending purchaser for the purchase of a unit of housing accommodation; and

    8. an agreement between a housing developer and a purchaser for the sale and purchase of a unit of housing accommodation;

  2. the contractual obligation that is breached is to be performed on or after 1 February 2020

  3. the defaulting party’s inability to perform the obligation is caused by COVID-19 pandemic or regulations or orders that were enacted to deal with the COVID-19 pandemic.

  4. the defaulting party must serve a notification for relief on the other parties to the contract and any guarantor or surety in accordance with the COVID-19 (Temporary Measures) (Temporary Relief for Inability to Perform Contracts) Regulations 2020. These regulations require the defaulting party to, amongst other things, send the completed prescribed form to the other persons via email.

Temporary relief

Once the requirements are met, the non-defaulting party is not allowed to undertake the specified actions until either the non-defaulting party withdraws its notification for relief or the end of the prescribed period. Some examples of these actions are:

  1. the commencement or continuation of an action in a court against the defaulting party or the defaulting party’s guarantor or surety;

  2. the enforcement of any security over any immovable property;

  3. the enforcement of any security over any movable property used for the purpose of a trade, business or profession (e.g. plant and machinery); and

  4. the making of an application for the winding up of the defaulting party or the defaulting party’s guarantor or surety.

Assessor's determination

However, if the non-defaulting party takes the position that the defaulting party is not entitled to the temporary relief, then either party may make an application for determination by an assessor. The application must be made within the prescribed period or, if it is an event contract, a tourism-related contract, a construction contract or a supply contract, between the start of the prescribed period until 2 months after the end of the prescribed period.

There are several peculiar characteristics of the assessor’s determination. First, the determination made by the assessor is binding on the parties and is not appealable. Second, parties are not allowed to be represented by lawyers in proceedings. Third, the application is currently free of charge, and costs will not be awarded against any party. Last, hearings will generally be conducted by exchange of emails, unless the assessor is of the view that there is a need for a hearing to be conducted over video conference or in person.

Sanctions

Section 8 COVID-19 Act

Anyone who breaches the COVID-19 Act by taking the specified actions when they are not allowed to do so without reasonable excuse will be criminally liable to a fine not exceeding $1,000.

The COVID-19 Act also generally provides that any specified action done in breach of the COVID-19 Act will be void and/or invalid.

1.3 Alternative arrangements for the conduct of meetings

Section 27 COVID-19 Act

The COVID-19 Act provides for alternative arrangements for a meeting to be convened, held or conducted while the various control orders made in relation to the COVID-19 pandemic are in force. Generally, these alternative arrangements allow for the prescribed meetings to be held electronically and for documents to be disseminated electronically.

Some of the meetings for which alternative arrangements have been prescribed are:

  1. Shareholders' meetings

  2. Creditors' meetings in insolvency proceedings

  3. Meetings for management corporations, subsidiary management corporations and coleltive sale committees

  4. Meetings for societies

  5. Meetings for school committees

1.4 Presumption of insolvency

Section 21 COVID-19 Act

In Singapore, company insolvency proceedings are primarily started by serving a statutory demand on the company to raise the presumption of insolvency.

Previously, the company is presumed insolvent if the statutory demand is (1) for an undisputed debt that exceeds $10,000; and (2) has not been satisfied for 3 weeks.

Under the COVID-19 Act, the statutory demand must (1) be for an undisputed debt that exceeds $100,000; and (2) has not been satisfied for 6 months.

However, the COVID-19 Act only affects the presumption of insolvency based on the statutory demand; creditors are still free to apply to wind up companies if they are able to prove that the company is unable to pay its debts under the “balance sheet” and “cash flow” tests, provided that the creditors’ right to commence insolvency proceedings has not been affected by the COVID-19 Act.

1.5 Directors' duties

Section 22 COVID-19 Act

A director may be criminally liable for wrongful or insolvent trading under section 339(3) of the Companies Act if the director was (1) knowingly a party to the contracting of a debt; (2) had, at the time the debt was contracted, no reasonable or probable ground of expectation at the time of the company being able to pay the debt. The director, if convicted, will be liable to a fine not exceeding $2,000 or to imprisonment of a term not exceeding 3 months.

Where a director has been convicted of a criminal offence under section 339(3) of the Companies Act, a creditor may apply to Court for a declaration that the director is personally liable for the payment of the debt.

However, under section 22(2) of the COVID-19 Act, directors would not be deemed liable for wrongful or insolvent trading under section 339(3) of the Companies Act if the debt is incurred:

1. In the ordinary course of the company’s business;

2. During the prescribed period; and

3. Before the appointment of a judicial manager or liquidator.

1.6 Restrictions on movement of people

COVID-19 (Temporary Measures) (Control Order) Regulations 2020

In exercise of the powers under the COVID-19 Act, the Minister of Health made the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 ("Control Order"), which, amongst others, imposes restrictions on the movement of people for the period between 7 April 2020 and 1 June 2020.

Masks must be worn when outside of place of residence

Regulation 3A Control Order

The Control Order requires all individuals to wear a mask at all times when the individual is not in his or her ordinary place of residence. However, masks need not be worn:

  1. when engaging in strenuous physical exercise (e.g. jogging or running but not walking);

  2. when lawfully directed by a person to remove the mask in order to ascertain the identity of the individual or child;

  3. when travelling in a motor car or van alone or where the driver and every other passenger in the motor car or van ordinarily lives with the individual in the same place of residence; or

  4. when carrying out, in the course of employment, an activity that requires that no mask may be worn, or that it must be removed in order that other equipment may be worn or used, to carry out that activity, or when riding a motorcycle in the course of employment or otherwise. This includes welding or diving.

Restrictions on leaving or entering place of residence

Regulation 4 Control Order

The Control Order requires everyone to stay at their ordinary place of residence in Singapore. This is subject to very limited exceptions, which includes the following:

  1. to work as, for or with an essential service provider to provide goods or services of an essential service, or work at a specified school or an early childhood development centre;

  2. to procure any goods or services from an essential service provider, an early childhood development centre or a specified school;

  3. to obtain —

    1. medical treatment for a suspected COVID‑19 infection at a hospital, medical clinic or any other place, designated by the Director for the treatment of COVID‑19; or

    2. medical treatment that is of a pressing nature;

  4. to walk, run, cycle or engage in other similar exercise at any of the following places, either alone or with any other individual living in the same place of residence as the individual:

    1. on a length of path that is a public path;

    2. in a green or an open space that is managed or maintained by the Government or a public body and is accessible to the general public without payment of any fee; and

    3. in or on any part of the common property of a subdivided building in any residential premises, that is not closed under the Control Order.


Safe distancing

Regulation 7 Control Order

The Control Order also requires any person leaving their ordinary place of residence to keep a distance of at least one metre from any other individual, except in:

  1. any motor vehicle or other mode of conveyance; or

  2. any premises used in connection with the provision of public passenger transport services by road or rail.


Limiting of capacity

Regulation 10A Control Order

Shopping centres in Singapore must also ensure that the number of customers and other individuals within a shopping centre does not the prescribed threshold for the shopping centre. The prescribed threshold is means one person per 16 square metres of the shopping centre, computed by dividing the gross floor area (in square metres) of the shopping centre by 16.

1.7 Restrictions on businesses

COVID-19 (Temporary Measures) (Control Order) Regulations 2020

In exercise of the powers under the COVID-19 Act, the Minister of Health made the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 ("Control Order"), which, amongst others, imposes restrictions on the movement of people for the period between 7 April 2020 and 1 June 2020.

Essential and non-essential service providers

Regulation 9 Control Order

Regulation 10 Control Order

Under the Control Order, only essential service providers are allowed to carry out their business at their workplace if they have received permission from the Minister charged with the responsibility for domestic business policies to provide certain goods or services. The list of essential service providers is updated regularly at the following website: https://covid.gobusiness.gov.sg/essentialservices/

Non-essential service providers and their workers are only allowed to carry on business from their ordinary place of residence, and only through means that do not require meeting any other individual in person.

Requirements in relation to essential service providers and their workers

Part 3A Control Order

The Control Order also imposes certain requirements on essential service providers and essential workers. Some of these requirements include:

  1. implementing safe distancing measures at the workplace;

  2. imposing entry restrictions on persons entering their premises, such as the number of people allowed in the premises at any one time;

  3. implementing telecommuting for all essential service workers unless it is not reasonably practicable to do so; and

  4. no cross-deployment of essential service workers

2. SUPPORT OF BUSINESSES

2.1 Introduction

The Singapore government has announced various measures to help different sectors of society. In this section, the focus would be on Singapore companies that have more than one employee, that is, excluding companies where the shareholder is the sole director and employee of the company.

A brief summary of the measures are available here.

2.2 Job support scheme

Co-funding of monthly wages paid to local employees for 9 months

The Singapore Government (“Government”) will be co-funding the first $4,600 of gross monthly wages paid to each local employee (i.e. Singapore Citizens and Permanent Residents) for 9 months (the “Qualifying Wages”), with pay-outs in April, July and October 2020.

For April, the Government is co-funding 75% of the first $4,600 of gross monthly wages. For the other qualifying months, the amount of co-funding depends on the sector the business is in:

1. For the aviation, accommodation and tourism sectors, the Government will be co-funding 75% of the Qualifying Wages;

2. For the food services sector, that amount is 50%; and

3. For all other firms, that amount is 25%.

Requirements

To qualify, employers must have made contributions to the Central Provident Fund (“CPF”) for their resident employees (which is Singapore’s equivalent of social security). Moreover, it must not fall under the employer exclusion list, which includes, amongst others, entities which contribute to CPF but are not registered in Singapore.

2.3 Traineeships

Co-funding of wage costs of companies offering traineeships to first-time jobseekers

To assist fresh graduates, the Government has introduced the SGUnited Traineeships programme. Under this programme, the Government will be working with employers to provide traineeship opportunities that last for up to 12 months to students who have recently graduated or will soon be graduating in 2019 and 2020. In this regard, the Government will be co-funding 80% of the training allowance.

The benefits to companies offering these traineeships include:

1. Gaining access to a pool of fresh graduates as trainees to support their business needs; and

2. Tapping on Government support during the traineeship period in preparation of the economic recovery.

Requirements

For companies to qualify for the programme, they must fulfil the following requirements:

1. Host companies must be registered or incorporated in Singapore;

2. The traineeships on offer must last up to 12 months, which must commence by 31 December 2020;

3. There must be clear Traineeship Descriptions and Development Plans that would provide trainees with meaningful developmental opportunities during the traineeship period, subject to approval by the appointed programme manager, Singapore Business Federation; and

4. Co-fund 20% of the training allowance for the duration of the traineeship.

2.4 Property Tax Rebate

There is a rebate for property tax payable for the year 2020, the amount varying depending on the type of properties. The rebates are:

1. 100% rebate for qualifying commercial properties (including hotels, serviced apartments, tourist attractions, shops and restaurants);

2. 60% rebate for Integrated Resorts; and

3. 30% rebate for other non-residential properties.

The Government has also implemented the COVID-19 (Temporary Measures) (Transfer of Benefit of Property Tax Remission) Regulations 2020 to compel owners to pass on the benefit of this rebate to tenants.

2.5 Rental waivers (for certain stallholders and tenants)

There is a rental waiver of 3 months for stallholders at hawker centres and markets run by the National Environment Agency.

There is also a rental waiver of up to 2 months for commercial and other non-residential tenants in properties owned by the Government.

2.6 Income tax

Deferment of income tax payments

All companies are automatically granted a deferment of 3 months for income tax due from April to June 2020.

Corporate income tax rebate for YA 2020

All companies are entitled to a 25% corporate income tax rebate for YA2020, which is capped at $15,000 per company. However, this does not apply to income derived by a non-resident company that is subject to final withholding tax.

2.7 Foreign worker levies

The Government has also waived the monthly foreign worker levy that was due in April 2020. Moreover, there is a foreign worker levy rebate of $750 in April 2020 from levies paid this year for each foreign worker holding a Work Permit or S Pass.

2.8 Enhancements to loans

Enterprise Financing Scheme

There are two loans which qualifying companies may apply for under the Enterprise Financing Scheme (“EFS”) which has been enhanced by the Government in light of the COVID-19 pandemic.

First, the EFS Trade Loan (which helps to finance trade needs) has been enhanced by raising the maximum loan quantum from S$5 million to S$10 million. Second, the EFS-SME Working Capital Loan was enhanced by raising the loan quantum from $300,000 to $1 million. For both of these loans, the risk borne by the Government was also increased from 50% and 70% (for young companies) to 90% for new applications initiated from 8 April to 31 March 2021.

The EFS Trade Loan is available to businesses which fulfil the following criteria:

1. The business entity is registered and operating in Singapore;

2. It has a minimum of 30% local shareholding; and

3. It has a maximum Borrower Group revenue cap of S$500 million for all enterprises. The “Borrower Group” consists of the borrower as well as corporate shareholders that hold more than 50% of the total shareholding of the applicant company, and any subsequent corporate parents (all levels up) and subsidiaries all levels down. (Annual sales turnover and employment size are computed on a group basis).

The EFS-SME Working Capital Loan are also subject to the same requirements, as well as the business entity having a Group revenue of up to S$100 million or maximum employment of 200 employees.

Loan Insurance Scheme

Businesses may also apply for short-term trade financing loans via the Loan Insurance Scheme from certain financial institutions. With the COVID-19 pandemic, the Government will be increasing its support for the Loan Insurance Scheme insurance premium by increasing it from 50% to 80% for new applications initiated from 8 April 2020 to 31 March 2021.

To obtain this loan, the business must satisfy three requirements:

1. Be a business entity that is registered and physically present in Singapore, and

2. At least 30% local equity held directly or indirectly by Singaporean(s) and/or Singapore PR(s), determined by the ultimate individual ownership, and

3. Group revenue of up to S$100 million or maximum employment of 200 employees.

Temporary Bridging Loan Programme

Businesses may also borrow up to $5 million under the Temporary Bridging Loan Programme, which provides access to working capital for business needs. The interest rate is capped at 5% per annum. The Government is providing 90% risk-share for loans whose applications were initiated from 8 April 2020 to 31 March 2021.

3. SUPPORT OF SPECIFIC SECTORS

3.1 Land transport sector

Under the point-to-point support package, there will be special relief fund payments of $300 per vehicle per month until September 2020.

As for private bus owners, there is a 1-year road tax rebate and a 6-month waiver of season parking charges at Government-owned parking facilities.