M&A Through Singapore: Share Vs Asset Deals and Stamp Duty

Singapore has established itself as a leading hub for mergers and acquisitions in Asia, supported by its predictable legal framework, strong financial services sector, and attractive tax regime. In 2024, the total M&A deal value increased by more than 40 percent year-over-year to approximately USD 82 billion, with 16 transactions each exceeding US$1 billion.

This momentum has carried into 2025, with Asia-Pacific dealmaking increasing by 44 percent in the first quarter compared to the same period the previous year.

Foreign investors play an outsized role in this growth. Cross-border deals account for over half of Singapore’s M&A activity, with participation concentrated in real estate, telecom, healthcare, and data centers. While megadeals dominate headlines, mid-market transactions (US$50–250 million) make up the majority by volume, showing that Singapore is not only attractive for global giants but also for regional investors looking to scale.

For these investors, the fundamental decision is whether to structure a transaction as a share deal or an asset deal — a choice that carries important tax and stamp duty consequences.

Share deals in practice

A share deal involves acquiring ownership of a company through its shares. The advantage is continuity: the company remains intact, with contracts, licenses, and employees generally unaffected. The drawback is that the buyer inherits the company’s liabilities, including debts, litigation, and compliance risks. These are typically managed through warranties and indemnities negotiated in the sale and purchase agreement.

Tax attributes, such as carried-forward losses, remain within the company in a share deal, which can benefit investors planning integration or restructuring.

How the share stamp duty works

Share transfers are subject to stamp duty at 0.2 percent of the higher of the consideration or the net asset value of the shares. The duty must be paid within 14 days of execution if the agreement is signed in Singapore, or within 30 days of receipt in Singapore if signed overseas. The buyer is liable for the duty unless the parties agree otherwise. Agreements for the sale of scripless shares are remitted, but transfer instruments may still attract duty if executed.

Additional Conveyance Duties apply when shares in a residential property-holding entity are acquired, reflecting the government’s effort to curb speculation.

Asset deals in practice

An asset deal involves purchasing selected parts of a business, such as property, equipment, or intellectual property, rather than the company itself. This allows an investor to avoid unwanted liabilities, but requires each asset, contract, and license to be separately transferred. Employees must also consent to the move.

Stamp duty applies to transfers of immovable property and leases, with Buyer’s Stamp Duty charged at up to 6 percent for residential and 5 percent for non-residential property. Movable assets such as equipment are generally outside the scope.

Tax treatment

From 1 January 2024, Singapore’s Goods and Services Tax increased to 9 percent. GST applies to asset sales unless the transfer qualifies as a business transfer treated as a transfer of a going concern, in which case it is excluded from GST. Share transfers are not subject to GST.

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At Dezan Shira & Associates, we guide foreign investors through M&A in Singapore and Asia, ensuring compliant, efficient, and low-risk transactions.

Compared to regional peers, Singapore remains competitive.

This broader comparison shows that while each ASEAN jurisdiction has its own constraints, Singapore offers a clearer balance of moderate duties, predictable GST rules, and fewer barriers to foreign ownership.

Recent illustrations (2024–2025)

• CapitaSpring Real Estate Deal: In August 2025, CapitaLand Integrated acquired the remaining 55 percent stake in CapitaSpring for S$1.05 billion. Structured as an asset-heavy transaction, it highlights how real estate investors often prefer asset deals to avoid inheriting corporate liabilities.
• M1 Telecom Deal: Tuas announced the S$1.43 billion acquisition of operator M1 in August 2025, structured as a share deal. Telecom operators rely heavily on licenses, customer contracts, and staff continuity, making the share structure the practical choice.
• KKR / ST Telemedia Data Centres: In mid-2025, KKR entered talks to acquire ST Telemedia Global Data Centres for over USD 5 billion. A deal of this scale could trigger CCCS scrutiny, showing how competition rules may shape structuring.
• Tata Steel Mid-Market Investment: In June 2025, Tata Steel invested approximately USD 180 million into its Singapore subsidiary, T Steel Holdings Pte. Ltd., through a share acquisition. This mid-market example demonstrates how share deals are often preferred by foreign parents reinvesting into Singapore affiliates, preserving continuity and tax attributes at a manageable scale.
• Allianz / Income Insurance (Withdrawn): In late 2024, Allianz planned to acquire a 51 percent stake in Income Insurance for SGD 2.2 billion, but the deal collapsed when regulators signaled, they would not approve it. This illustrates how regulatory hurdles can override structure and valuation.

Quick Comparison: Share Vs Asset Deals

Making the right choice in Singapore M&A

The choice between a share deal and an asset deal depends on commercial objectives. Share deals are often faster to complete and preserve business continuity, but carry liability risks. Asset deals allow investors to target only the business components they want but involve higher transaction costs and administrative effort.

Regulatory factors can also influence timing. Certain sectors in Singapore, such as finance, broadcasting, and defense, carry foreign ownership restrictions or require additional approvals, while the Competition and Consumer Commission of Singapore may review transactions if market concentration thresholds are crossed. These considerations rarely change the fundamental choice between a share or asset deal, but they can affect how long a transaction takes to close.

Financing and exit planning are also critical. Banks in Singapore generally prefer asset-backed security, which makes lenders more comfortable with asset deals. Conversely, share deals are usually easier to resell, as they transfer a functioning company rather than individual assets.

Another tax-driven consideration is the preservation of carry-forward losses, which only occurs in share deals. Finally, integration tends to be smoother under share deals, since employees, contracts, and licenses stay in place, whereas asset deals may require renegotiation.

Looking at the region, Vietnam’s 10 percent VAT makes asset deals relatively more expensive, tilting foreign buyers toward share structures. In Thailand, restrictions on foreign land ownership often drive investors to share acquisitions instead of direct property transfers.

These contrasts highlight why Singapore remains attractive — investors face fewer structural barriers to choosing whichever format best fits their strategy.

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