REAL PROPERTY GAINS TAX – SALE OF SHARES OF COMPANY THAT OWNS LAND

My wife and I are shareholders of Company X Sdn Bhd that owns a piece of land in Penang (“Penang Land”). The Penang Land was bought in 2004 for RM10 mil. My wife and I have sold the shares of the company to my friend, Mr. A in 2018. We are required to pay real property gain tax (“RPGT”) if we sell the Penang Land to Mr. A. But we are not selling the land but shares of Company X Sdn Bhd. Are we still required to pay RPGT?

Depends.

  • It depends on whether Company X Sdn Bhd is a “real property company”.
  • Para 34A, Schedule 2 of the Real Property Gains Tax Act 1976 (“RPGTA”) provides that acquisition of “real property company” shall be deemed to be acquisition of the chargeable asset i.e. the Penang Land which will be required to pay RPGT.
  • Para 34A was an amendment to catch individuals who use companies to acquire land and then dispose of the shares in the company as a scheme to avoid payment of RPGT.

Q: What is a “real property company”?

  • A “real property company” is a company that owns land which value is more than 75% of the value of its total tangible assets.
  • If the Penang Land’s value is 75% or more than the total tangible assets of Company X Sdn Bhd, then Company X Sdn Bhd is a “real property company”.

Q: Would there be any difference if Company X Sdn Bhd is a property development company and the purchase of the shares by Mr. A is because Mr. A wants to invest in a property development company. In another words, Mr. A’s intention is not to buy the Penang Land per se.

  • The application of Para 34A, Schedule 2 RPGTA is irrespective of the intention or objective of a person who acquires or disposes the shares in the company. As long as the company falls within the definition of “real property company”, Para 34A applies.

Q: What is a “chargeable asset”?

  • Real property owned by the company which is taxable or chargeable.

Recent Post

INDUSTRIAL LAW – NAVIGATING THE LEGALITIES OF RETRENCHMENT

The dismissal of X by Company ABC, citing economic downturns, presents a compelling case on the complexities of employment termination and retrenchment legality. X contested his redundancy, claiming his role in property management and services was unaffected by the property development market’s challenges. This case probes into the legitimacy of retrenchment under economic duress and the employer’s duty to act in good faith, as guided by Section 20(3) of the Industrial Relations Act 1967. The burden rests on Company ABC to prove the necessity and genuineness of X’s redundancy, with failure to do so possibly leading to a verdict of unjustified termination. This scenario underscores the critical importance of evidence and intention in retrenchment cases, as reflected in precedents like Akilan a/l Subramanian v. Prima Awam (M) Sdn Bhd.

Read More »

PROPERTY LAW – LEGAL IMPLICATIONS OF SALE AND PURCHASE AGREEMENT BREACHES AND THE RIGHT TO OFFSET IN MALAYSIAN PROPERTY TRANSACTIONS

In the realm of Malaysian property transactions, the intricacies of Sale and Purchase Agreements (SPAs) and the enforcement of Liquidated Ascertained Damages (LAD) play pivotal roles in safeguarding the interests of both developers and purchasers. This article delves into the legal framework governing the rights and obligations of parties involved in property transactions, particularly focusing on the consequences of contractual breaches and the conditions under which a purchaser can exercise the right to offset against LAD. Through the examination of relevant case law and statutory provisions, we illuminate the legal pathways available for resolving disputes arising from the failure to adhere to the terms of SPAs, thereby offering insights into the equitable administration of justice in the context of Malaysian property law.

Read More »

WINDING-UP – OFFICIAL RECEIVER AND LIQUIDATOR (“ORL”)

In cases of compulsory winding up, the court would appoint a liquidator under s.478 of the Companies Act 2016 (“CA 2016”) to expeditiously recover and realise the assets of the wound-up company for the distribution of dividends to creditors and administer any outstanding matters involving………..

Read More »

JUDICIAL REVIEW – PROCEDURAL FAIRNESS AND LOCUS STANDI

This excerpt illuminates the foundational principles of judicial review as outlined in Order 53 of the Rules of Court 2012. It highlights the criteria for challenging public decisions on grounds of illegality, irrationality, or procedural impropriety. Central to the discussion is the question of timing in judicial review applications, particularly in cases of procedural unfairness. The practical scenario underscores the significance of a “decision” by the relevant authority as a prerequisite for locus standi, drawing insights from the case of Hisham bin Halim v Maya bt Ahmad Fuad & Ors [2023] 12 MLJ 714.

Read More »

CONTRACT LAW – CONTRACTUAL INTERPRETATION REMEDIES UNVEILED: DECIPHERING CONTRACTUAL CLAUSES AND LEGAL BALANCE

This legal updates explore the principles governing the interpretation of agreements, emphasizing the importance of clarity and unambiguity in contractual terms. It delves into a key issue involving restrictions on remedies for breach of contract, shedding light on the court’s commitment to upholding plain meanings. The illustrative scenario involving shareholders X and Y dissects a pertinent clause, showcasing the delicate balance between restricting remedies and ensuring fairness in legal proceedings.

Read More »
en_USEnglish
× How can I help you?