Lecture 9 Preparation and Execution of Transfer

• Go SLA website – www.sla.gov.sg – get transfer forms

• Print together with this chapter – transfer forms AND the consolidated practice circulars under SLA folder
• Preparing transfer is impt – referred to in option to purchase

Outline
o Explain what a Transfer is, its form and content
o Identify who prepares the Transfer and when it is prepared
o State where the prescribed form of Transfer may be obtained from and identify the correct form to use
o Draft a Transfer for No. 7 Jalan Nipah
o Explain who should sign the Transfer, and the accompanying certificates, and how the Transfer may be
signed out of Singapore

Who prepares, and when?

: - purchasers’ solicitors
: - before completion
 Purchasers to prepare before completion with enough time for vendor to execute (at least 2 to 3 weeks and
send over with suff time to arrange for sellers to sign)

What is a Transfer, its form and content?

- • Document that transfers legal title - S63(1) LTA

Form and effect of transfers

63. —(1) The proprietor of an estate in land, or of a lease, mortgage or charge, may transfer the same by an
instrument of transfer in the approved form, and upon the registration of such instrument the estate or interest of
the transferor as therein set forth, together with all easements, rights and powers belonging or appertaining
thereto, shall pass to and be vested in the transferee thereof as proprietor.
(2) On the registration of any transfer of a mortgage or charge, the transferee shall become entitled to all of the
rights, powers and remedies of the mortgagee or chargee expressed or implied in the mortgage or charge,
including the right to recover any debt, sum of money, annuity or damages (notwithstanding that the same may
be deemed or held to constitute a chose in action), and all interest in any such debt, sum of money, annuity or
damages shall vest at law as well as in equity in that person.

- • Registration is essential to pass interest – S45(1) LTA

Instruments ineffectual until registered

45. —(1) No instrument until registered as in this Act provided is effectual to pass any estate or interest in land
under the provisions of this Act.
(2) Upon registration of an instrument the estate or interest therein specified shall pass, or the land shall become
liable as security for the payment of money (as the case may be), subject to such covenants and conditions as are
set forth in the instrument and are capable of taking effect, and subject to such covenants and conditions as are by
law declared to be implied in instruments of a like nature.
(3) Nothing in this section shall be construed as preventing any unregistered instrument from operating as a
contract.
(4) This section shall apply notwithstanding the provisions of any written law for the compulsory acquisition or
other statutory vesting of land.

- • Effect of registration – estate of proprietor is paramount – indefeasible title – S46 LTA

Estate of proprietor paramount

46. —(1) Notwithstanding —
(a) the existence in any other person of any estate or interest, whether derived by grant from the State or
otherwise, which but for this Act might be held to be paramount or to have priority;
(b) any failure to observe the procedural requirements of this Act; and
(c) any lack of good faith on the part of the person through whom he claims,
any person who becomes the proprietor of registered land, whether or not he dealt with a proprietor, shall hold
that land free from all encumbrances, liens, estates and interests except such as may be registered or notified in
the land-register, but subject to —
(i) any subsisting exceptions, reservations, covenants and conditions, contained or implied in the State grant or
State lease thereof;
(ii) any subsisting easement or public right of way which was in existence at the date on which the land was
brought under the provisions of this Act and any right on, above or under any land created before or after 1st
March 1994 in favour of a public authority under any statute and any statutory easement implied under sections
98, 99, 101, 102 and 104;
(iii) any statutory obligation as defined in section 142;
(iv) the power to correct errors conferred on the Registrar by section 159;
(v) the power to rectify the land-register conferred upon the court by section 160;
(vi) the rights of any person in occupation of the land under a tenancy when the proprietor became registered as
such, being a tenancy the term of which does not exceed 7 years and could not have been extended by exercise of
the option of renewal to exceed an aggregate of 7 years; and
(vii) the power conferred on the court to make a declaration in respect of any transfer or an order to rectify the
land-register and the power conferred on the Registrar to suspend or cancel the registration of the transfer and
any relating instrument by section 24 of the Residential Property Act (Cap. 274) in respect of any residential
property (the expressions “transfer” and “residential property” to have the meanings assigned by that Act).
(2) Nothing in this section shall be held to prejudice the rights and remedies of any person —
(a) to have the registered title of a proprietor defeated on the ground of fraud or forgery to which that proprietor
or his agent was a party or in which he or his agent colluded;
(b) to enforce against a proprietor any contract to which that proprietor was a party;
(c) to enforce against a proprietor who is a trustee the provisions of the trust;
(d) to recover from a proprietor land acquired by him from a person under a legal disability which was known to
the proprietor at the time of dealing; or
(e) to recover from a proprietor land which has been unlawfully acquired by him in purported exercise of a
statutory power or authority.
(3) Nothing in this section shall confer on a proprietor claiming otherwise than as a purchaser any better title than
was held by his immediate predecessor.
(4) For the purposes of subsection (1), “public authority” includes any corporation sole or body corporate
incorporated under any written law.

- • Transfer must be in approved form – S51 LTA

Approved forms
51. —(1) The forms from time to time approved by the Registrar shall be used for all instruments intended to
affect registered land.
(2) The Registrar may register any instrument containing departures from an approved form and the instrument
shall be deemed to be in a form approved by the Registrar.

Lodgment of instrument in electronic form

51A. —(1) Subject to this section, an instrument may be lodged in such electronic form as may be approved by
the Registrar.
(2) No person shall lodge an instrument in electronic form unless he is authorised by the Registrar to do so.
(3) Every instrument lodged in electronic form under this section shall be completed in such manner as may be
required by the Registrar.
(4) Where an instrument is lodged in electronic form under this section —
(a) it shall be the duty of the person who certifies the correctness of the instrument under section 59 to ensure that
all particulars entered therein are complete and accurate; and
(b) the Registrar shall not be concerned to enquire into the completeness or accuracy of the particulars as entered
in the instrument and shall, on acceptance of the instrument so lodged, register the instrument in accordance with
those particulars.

- • See SS 53 to 60 for other requirements

Address for service of notices
60. —(1) Every instrument by which a person becomes a proprietor of registered land and every caveat relating
to dealings with land (whether registered or unregistered) shall contain an address within Singapore to which
may be sent any notice concerning the land authorised or required by this Act.
(2) The proprietor or caveator may from time to time notify the Registrar in writing of any change of his address
in such prescribed manner, and the Registrar shall make an appropriate record of the change.
[25/2001]
(3) Section 72 of the Conveyancing and Law of Property Act (Cap. 61) shall not apply to the service on a
proprietor or on a caveator of any notice authorised or required by this Act.

Where to get prescribed forms from, and which form to use?

• Website of Singapore Land Authority http://www.sla.gov.sg

- • Form 19 is used for usual transfers

- • Form 22 is used when there is a subsale, aka a tripartite transfer
- • Form 23 is used by Mortgagees. When? – when mortgagors default under mortgage and their
exercise their power of sale as mortgagee – EXAM QN!!!!!! - drafting the form
- • Form 23A is used by Management Corporations. When? – when people in apartments don’t pay
maintenance fees and building maintenance and maintenance strata act – MC has statutory power to create
charge over property with power to sell – transfer form when selling is 23A

Usual Transfers – Form 19

• (A) Description of Land
o For registration purposes, land in Singapore is identified via its lot number and mukim or town
subdivision number. There are 64 survey districts in Singapore
 34 mukims
 30 town subdivisions
o Duty of the lawyer to make up-to-date searches on the property and quote the correct land lot
reference. As land can be subdivided or amalgamated, quoting the wrong land lot reference may
cause instruments to be unregistrable or wrongly notifed.

Description of land
54. —(1) Every instrument lodged for registration shall refer to the folio and the lot intended to be dealt with.
(2) Subject to section 54A, where a dealing referred to in an instrument affects part of any land comprised in a
folio and such dealing does not contravene the provisions of the Planning Act (Cap. 232) or require the allocation
of a new survey lot number by the Chief Surveyor for that part of the land, the instrument lodged for registration
shall be accompanied by a plan which will enable the land to be identified with certainty.
Obtaining of lot or strata lot number
54A. —(1) Where a proprietor intends to sell part of a parcel of any land or part of a building, he shall, after he
has obtained the approval of the relevant authority and before he enters into a sale and purchase agreement for
such part, either —
(a) obtain from the Chief Surveyor a lot or strata lot number for the proposed part; or
(b) deposit with the Registrar a schedule and plan of the proposed subdivision of the parcel or building showing
the new property addresses.
[25/2001;30/2003]
(2) Notwithstanding section 165, the Registrar shall refuse to accept any caveat or charge or such other
instrument for lodgment unless the proprietor has complied with subsection (1).

• (B) Transferor
o Transferor should be of full age and capacity.
o Person under legal disability cannot transfer any interest in property unless there is a court order
e.g. empowering a guardian of an infant/committee of the estate of the person of unsound mind to
execute on his behalf.
• (C) Transferee
o If transferee is infant, his DOB should be stated in the instrument. His DOB will then be shown on
the land-register. The registrar will not register in instrument executed by infant.
o Statutory requirement for details on citizenship to be filled in – s19(1) Residential Property Act.
Solicitor for transferee required to certify that the citizenship of his client is correctly filled in –
s19(2) Residential Property Act. Transfer may be refused registration if the required particulars
(citizenship & IC or passport no) are not filled in or if certification required in s19(2) is not
effected.
o Note that when transferee is not Singapore citizen, the transfer should state whether he is or is not
a permanent resident. In the case of companies, place of incorporation/registration and its
registration number must be stated.

Every transfer of land to specify citizenship status of purchaser or place of registration or incorporation of
a body corporate.
19. —(1) In every instrument of transfer of land (other than a mortgage, charge or reconveyance) lodged with the
Registrar on or after 1st July 1977 there shall be specified, after the name of the person acquiring an estate or
interest in land, the name of the country of which he is a citizen, together with the number of the identity card
issued to him under the National Registration Act or other evidence of his citizenship if he is a citizen of
Singapore and, if he is a citizen of any other country, the number of his passport and of his identity card (if he has
been issued with one); and where the purchaser is a body corporate there shall be specified its place of
registration or incorporation.
Cap. 201.
(2) Every such person acquiring a title or interest in land under such instrument shall certify on the instrument
that the particulars specified in accordance with subsection (1) are correct, and if that person employs an
advocate and solicitor to act for him, the advocate and solicitor shall so certify in such form as may be approved
by the Registrar. For the purposes of this subsection, the Registrar may require the production of such document
as he may think fit.
(3) The Registrar has the power to refuse registration of any such transfer wherein the particulars required by
subsection (1) are not specified or wherein the certification required by subsection (2) has not been effected, and
where the Registrar has accepted any such transfer, he has the power to cancel the provisional registration of any
such transfer or require the person lodging the transfer to withdraw it from registration.
(4) Where the Registrar intends to exercise the power conferred on him by subsection (3) to cancel the
provisional registration of any such transfer or to require the person lodging such transfer to withdraw it from
registration, he shall give notice in writing to that effect, and shall not for a period of 6 weeks of the date of the
notice cancel the provisional registration of any such transfer; and where any such notice requires the transfer to
be withdrawn and if during that period subsection (1) or (2) has not been complied with, the Registrar may
cancel the provisional registration of such transfer and shall not be bound to give any further notice before
effecting such cancellation.
(5) This section shall apply to every instrument of transfer of land irrespective of whether the land is residential
property or otherwise.

• Manner of Holding
o Indicate whether Joint Tenancy or Tenancy in Common in equal shares or in _____ shares
o For unequal shares:
 As to A: undivided 1/3 share
 As to B: undivided 2/3 share
o Where the manner of holding is not stated, the following presumptions will be made pursuant to
s53 LTA
 Where there are co-owners claiming under an instrument and no manner of holding is
stated, it shall be presumed that they intent to hold as joint tenants; and
  Where the co-owners are described as tenants in common, they shall in the absence of
any intention to the contrary, be presumed to be entitled to equal shares.

Manner of holding by co-owners

53. —(1) In every instrument affecting registered land, co-tenants claiming under the instrument shall, unless
they are described as tenants-in-common, hold the land as joint tenants; and if they are described as tenants-in-
common, the shares in the registered land to be held by them shall, subject to subsection (2), be specified in the
instrument.
(2) Persons described as tenants-in-common shall, in the absence of any expression to the contrary, be presumed
to be entitled in equal shares.
(3) Tenants-in-common entitled in equal shares who intend to hold their estate or interest in land as joint tenants
may jointly declare by an instrument of declaration in the approved form that they hold the estate or interest in
their respective shares in the registered land as joint tenants of the entire estate or interest thereof.
[25/2001]
(4) Upon the registration of an instrument of declaration referred to in subsection (3) —
(a) where all the tenants-in-common of the entire estate or interest in the registered land are the declarants — the
estate or interest which they held in their respective shares as tenants-in-common immediately before such
registration shall vest in them as joint tenants; or
(b) where not all the tenants-in-common of the entire estate or interest in the registered land are the declarants —
(i) the estate or interest which the declarants held in their respective shares as tenants-in-common immediately
before such registration shall vest in the declarants as joint tenants; and
(ii) the declarants and the other tenants-in-common shall continue to hold their estate or interest in their
respective shares as tenants-in-common in accordance with subsections (1) and (2).
(5) Without prejudice to any rule or principle of law relating to severance of a joint tenancy, any joint tenant may
sever a joint tenancy of an estate or interest in registered land by an instrument of declaration in the approved
form and by serving a copy of the instrument of declaration personally or by registered post on the other joint
tenants.
(6) Upon the registration of the instrument of declaration which has been duly served as required by subsection
(5), the respective registered estates and interests in the registered land shall be held by the declarant as tenant-in-
common with the remaining joint tenants and shares in the registered land shall be equally apportioned by the
Registrar among the declarant and the remaining joint tenants.
[25/2001]
(7) Where a joint tenant holds an estate or interest in registered land on trust, the severance of the joint tenancy
shall not affect the rights of the beneficiary of the trust or the operation of the law relating to breaches of trust.
(8) Where an application to register an instrument of declaration is made under this section, the Registrar may
dispense with production of the document of title on such terms as the Registrar thinks fit and register the
instrument if he is satisfied that the applicant is unable to produce the document of title on the basis that he is
unable to procure it despite his best efforts.

• (D) Prior Encumbrances

o Charge to CPF (by previous owners) not to be included here.
o Mortgage to Bank (by previous owners) not to be included here.

Memorandum of prior encumbrances

55. —(1) Instruments intended to dispose of or to create any interest in registered land shall contain in a
memorandum of prior encumbrances a brief description of any interest affecting that land which has been
registered or notified in the land-register.
(2) Failure to comply with subsection (1) shall not prevent registration of the instrument unless, in the opinion of
the Registrar, completion of the memorandum is necessary to indicate the order of registration of 2 or more
instruments.
(3) Any error in or omission from the memorandum of prior encumbrances shall not operate to invalidate the
registration of an instrument.

• (E) Date of Contract (made between transferor and transferee)

o Date Option is Exercised
 o NOT date of option

• (F) Consideration
o Purchase price

• (G) Date of Transfer

o To be filled in when completion is confirmed i.e. completion date

• (H) Execution by Transferor

o s56 of LTA 1993 provides that instruments purporting to dispose of or create interests in land shall
be executed by the proprietor named in the land-register. Proprietor may either be the
 registered proprietor comprised in the certificate of title or
 owner of a registered interest in land e.g. registered lessee or registered mortgagee
o Execution by persons other than the registered proprietor is allowed under s56(2) of LTA 1993.
More common cases are executions by:
 Survivor/survivors of joint tenants
 Personal representatives of deceased proprietor in severalty; and
 Attorney/other agent authorised in accordance with Part XVI of the LTA 1993.
Note: Documentary proof such as Grant of Probate or Latters of Administration is required to be
produced to the Registrar.
o Signature:
 It is usual for individuals to execute by way of signatures.
 Where execution is by impressing the right thumb print, the abbreviations “RTP” should
appear.
 Where the person executing the instrument is illiterate or uneducated in English
language, the lawyer should ensure that the contents of the instrument have been
carefully explained to him and that he understands the purport and effect of the
instrument.

Proprietor must execute instrument

56. —(1) Except as provided in subsection (2), every instrument purporting to dispose of or to create an interest
in registered land shall be executed by the proprietor or proprietors thereof named in the land-register at the time
of registration of the instrument.
(2) This section shall not prevent the registration of any instrument executed by —
(a) the survivor or survivors of joint proprietors;
(b) the personal representative of a deceased proprietor in severalty;
(c) the attorney or other agent authorised in accordance with Part XVI;
(d) the sheriff or other officer of a court acting under a writ, order or decree of a court of competent jurisdiction;
(e) the proprietor under his lawfully altered name where such name is different from that registered in the land-
register; or
(f) any person empowered in that behalf, directly or indirectly, by this Act or any other written law.
(3) Before registering any instrument executed by a person other than the proprietor named in the land-register,
the Registrar may require production of the instrument, authority or evidence empowering or enabling that
person to execute.
Attestation and proof of execution
57. —(1) Subject to subsection (3), the Registrar shall accept as proof of due execution of an instrument intended
for registration under this Act if the instrument is presented in the following manner:
(a) where a person, other than a party to the instrument, attests the instrument; or
(b) where the execution by a party is not apparently attested, the solicitor has signed the certificate of correctness
referred to in section 59, and —
(i) where such instrument is executed in Singapore, the Registrar shall presume that it has been duly executed in
the presence of the solicitor who has signed the certificate of correctness; or
(ii) where such instrument is executed outside Singapore, the Registrar shall presume that the solicitor who
signed the certificate of correctness has satisfied himself that the execution of that instrument has been attested.
[10/2003]
(2) The Registrar may, in any case in which he has reason to suspect impropriety or where the instrument is
executed by a marksman or by a person who appears to be illiterate, require any of the parties to the instrument
or his respective witness to appear before him or before any person nominated by him for the purpose of proving
the due execution of the instrument.
(3) The Registrar may dispense with proof of due execution of an instrument intended for registration under this
Act for any of the following purposes:
(a) for the entry, extension or withdrawal of a caveat;
(b) for the registration of —
(i) a writ of execution or an order of court; or
(ii) the withdrawal of a writ of execution or an order of court;
(c) for the cancellation of a writ of execution; or
(d) for such other purpose as may be prescribed.
[10/2003]
Execution of instruments by corporations
58. —(1) Subject to subsection (4), in favour of purchasers, an instrument dealing with registered land shall be
deemed to have been duly executed by a corporation aggregate if the seal of the corporation is affixed thereto in
the presence of and attested by its secretary or other permanent officer, and by a member of the board of
directors, council or other governing body of the corporation.
[10/2003]
(2) Where a seal purporting to be the seal of a corporation appears to have been affixed to an instrument in
accordance with subsection (1), the instrument shall be deemed to have been executed in accordance with the
requirements of this section.
(3) Any mode of execution or attestation authorised by law or by practice or by the written law, charter,
memorandum or articles, deed of settlement or other instrument constituting the corporation or regulating the
affairs thereof shall, in addition to the modes authorised by this section, be effectual as if this section had not
been enacted.
(4) Where an instrument dealing with land (whether registered or unregistered) is an electronic instrument, it
shall be deemed to have been duly executed by a corporation aggregate if it is executed in such manner and form
as may be approved by the Registrar.

• (I) Certificates Pursuant to the Residential Property Act, Land Titles Rules and Practice Circulars
o Lawyer acting for purchaser has to certify in accordance with the Consolidated Practice Circulars
2003 that the citizenship and other particulars or the company’s place of incorporation and
registration number are correct
o Where Purchaser is a Singapore company or a Singapore society,
 photocopy of the CLEARANCE CERTIFICATE issued by the controller of Residential
Property must be attached to the transfer/deed, together with
 STATUTORY DECLARATION made by a director/secretary of the Singapore company
or managing trustee of the Singapore society stating in essence that the company is a
Singapore company in the forms shown in Consolidated Practice Circulars 2003.
o Where Purchaser is not a S’pore citizen, S’pore company or S’pore society, lawyer for the
purchaser would have to do the following:
 If the property is NOT RESIDENTIAL PROP,
 certify that it is not residential property in accordance with the Consolidated
Practice Circulars 2003 –
 see p217 manual
 If it is RESIDENTIAL PROPERTY which is NOT subject to the prohibitive provisions of
the Residential Property Act,
  certify in accordance with Consolidated Practice Circulars 2003 – building not
less than 6 levels, “non-residential property” under Residential Property
Notification and has been zoned for other purposes –
 see p217-8 manual
 If the property is RESTRICTED RESIDENTIAL PROPERTY e.g. bungalow, semi-
detached or terrace house,
 the lawyer would have first to satisfy himself that purchaser has been granted
approval by the minister to acquire the property and provide documentary
evidence to the Registrar in the from of a photocopy of the letter of approval
issued by the Controller of Residential Property.

RPA:
Prohibition on transfer to, or purchase or acquisition by, foreign persons of residential property.
3. —(1) Except as provided in this Act —
(a) no person shall, whether for consideration or by way of gift inter vivos or otherwise, transfer any residential
property or any estate or interest therein to any foreign person;
(b) no person shall create any trust for sale in respect of any residential property or any estate or interest therein
in favour of any foreign person; and
(c) no foreign person shall purchase or acquire any residential property or any estate or interest therein except by
way of a mortgage, charge or reconveyance.

Flats in buildings and condominiums

4. —(1) Subject to this section, this Act shall not apply to any transfer to or any purchase or acquisition by any
foreign person of any estate or interest in any of the following residential properties:
(a) any flat (including any share in land appurtenant to that flat) that is comprised in any building in a
development permitted to be used under the Planning Act (Cap. 232) for residential purposes, and that is not a
landed dwelling-house;
(b) any unit comprised in a development which is shown in an approved plan bearing the title “condominium”
and issued by the competent authority under the Planning Act;
(c) any unit in a development comprising housing accommodation sold under the executive condominium
scheme established under the Executive Condominium Housing Scheme Act (Cap. 99A).
(2) Notwithstanding subsection (1) but subject to subsection (7), no foreign person shall, without the prior
approval of the Minister, purchase or acquire (whether in a single transaction or a series of transactions) —
(a) all the flats in every building in a development permitted to be used for residential purposes under the
Planning Act;
(b) all the units in a development approved by the competent authority under the Planning Act (Cap. 232) as a
condominium development; or
(c) all the units in a development sold under the executive condominium scheme established under the Executive
Condominium Housing Scheme Act (Cap. 99A).
(3) Any foreign person who contravenes subsection (2) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $10,000.
(4) Where a foreign person is convicted of an offence under subsection (3) in respect of any development, the
Minister may direct the Controller to serve a notice on that person to divest and transfer, within a period of 6
months from the date of service of the notice on that person or within any extension of time granted by the
Minister under subsection (5), all his estate or interest in the entire development, or any flat or unit in that
development as the Minister may specify to another person who is not —
(a) his nominee; or
(b) if the foreign person is a company, a related company within the meaning of the Companies Act (Cap. 50).
(5) The Minister may, on an application being made by a foreign person before the expiration of the period of 6
months from the date of service of the notice referred to in subsection (4), grant such extension of time as the
Minister thinks fit for the transfer of his estate or interest in the development or any flat or unit therein.
(6) Any foreign person who fails to comply with the Controller's notice referred to in subsection (4) shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a
continuing offence, to a further fine not exceeding $500 for every day during which the offence continues after
conviction.
(7) Nothing in subsection (2) shall prevent a foreign person from acquiring any estate or interest in any
development under any agreement, lease or assignment for a term not exceeding 7 years, inclusive of any further
term which may be granted by way of an option for renewal.
(8) Without prejudice to subsection (6), where a foreign person on whom a notice under subsection (4) has been
served fails to satisfy the Controller that he has divested and transferred his estate or interest in the development
concerned or any flat or unit therein within the time limited by subsection (4) or any extension thereof, the
Minister may issue to the Controller a notice to attach and sell the estate or interest in the development or any flat
or unit therein.
(9) The notice to attach and sell referred to in subsection (8) shall specify the estate or interest in the
development or any flat or unit therein to be attached and sold by the Controller, and a copy of that notice shall
also be served on —
(a) the foreign person who is the owner of the estate or interest in the development or any flat or unit therein to
be attached and sold; and
(b) each subsisting mortgagee or chargee thereof (if any) who appears as such in the relevant records in the Land
Titles Registry or the Registry of Deeds of the Authority, as the case may be.
(10) In this section —
"approved plan" means a plan approved by the relevant competent authority;
"competent authority" means a competent authority appointed under the Planning Act (Cap. 232);
"landed dwelling-house" means a detached house, a semi-detached house or a terrace house (including a linked
house or a townhouse), whether or not comprised within a strata title plan registered under the Land Titles
(Strata) Act (Cap. 158);
"unit" includes a flat or dwelling-house.

• (J) Caveats – Similar Interests Confirmation

o Normally, a caveat would prohibit the registration of another interest in the land except with the
consent of the caveator. So need to declare that the interest of the transferee here is similar to that
in the caveat.

• (K) Certificate of Correctness – s59 LTA

o Every application or instrument lodged with the Registrar must have a Certificate of Correctness in
accordance with s59 LTA. Certificate must be given by BOTH persons acquiring and divesting
title. In most cases, cert is signed by the respective lawyers for the parties.
o Significance of s59 Cert
 S59 Cert is important as Registrar has no means of ascertaining some of the particulars
contained in a document lodged for registration. The party or lawyer signing the s59 cert
is responsible for ensuring that the information is correct
o In case where parties wish to sign their own s59 cert (when they are not rep by lawyers), they are
required to appear before a registrar to sign the certificate.

o Ensure that client is of full age and capacity – Check IC of client!!

 disclosed to the other party if client is below 21 year old (no legal capacity) or does not
have the legal capacity to enter into contracts – s59(2)(c)
 If a minor is divesting his title, an order of court is needed – s59(2)(c)(ii)
 If solicitor falsely certify this, penalty includes imprisonment.

S59 LTA – very important

- • Certificate of correctness.
o 59. —(1) The Registrar may reject … instrument … unless there is endorsed thereon a certificate
by the parties to the instrument ...
o • (2) The certificate … shall imply representations that, to the best of the signatory’s knowledge
and belief and in so far as he has any reasonable means of ascertaining —
 • (a) the instrument is made in good faith;
  • (b) the matters set forth therein are substantially correct; and
• actual and constructive knowledge
• must act within reasonable means – no malice (mala fides)
 • (c) in the case of —
• • (i) a person acquiring title, the person acquiring title thereunder accepts
proprietorship and (unless otherwise expressed in the instrument) is of full age
and legal capacity; or
• • (ii) a person divesting title, the person divesting title thereunder is the party
entitled to divest the
• interest under the instrument and is of full age and legal capacity.
• How to check – IC – write down so that you know
• Converse with client to check whether he is of sound mind –
• Section 39 LTA – disability must be mentioned.
• Also find out what else registrar might need – eg if not of legal age then need
order of court

Certificate of correctness
59. —(1) The Registrar may reject any application to bring land under the provisions of this Act, or any other
instrument purporting to deal with or to affect land (whether registered or unregistered), unless there is endorsed
thereon a certificate by the parties to the instrument that it is correct for the purposes of this Act.
(2) The certificate by any party to the instrument shall imply representations that to the best of the signatory’s
knowledge and belief and in so far as he has any reasonable means of ascertaining —
(a) the instrument is made in good faith;
(b) the matters set forth therein are substantially correct; and
(c) in the case of —
(i) a person acquiring title, the person acquiring title thereunder accepts proprietorship and (unless otherwise
expressed in the instrument) is of full age and legal capacity; or
(ii) a person divesting title, the person divesting title thereunder is the party entitled to divest the interest under
the instrument and is of full age and legal capacity.
[25/2001]
(3) Where —
(a) a solicitor has been employed by a party to the instrument, the certificate referred to in subsection (2) shall be
signed by the solicitor; or
(b) a solicitor has not been employed by a party to the instrument, the party himself shall sign the certificate
referred to in subsection (2) and if the party is a corporation, a responsible officer of the corporation shall sign
the certificate.
[25/2001]
(3A) Where any instrument is executed by an attorney (within the meaning of Part XVI) for a party to the
instrument, the certificate by the attorney shall imply representations that, to the best of the belief of the attorney
or (as the case may be) the solicitor employed, the attorney has the authority to act as the agent for and on behalf
of the party in respect of that instrument.
[25/2001]
(4) Each certificate shall indicate in legible characters —
(a) the name and capacity of the signatory; and
(b) where it is signed by a solicitor employed by the party to the instrument, the solicitor holds a practising
certificate which is in force as at the date of the instrument.
[25/2001;10/2003]
(5) Where the certificate is signed by any party (including a solicitor who is a party acquiring or divesting title
under the instrument), or by an officer of any corporation, divesting or acquiring title, the Registrar may in order
to satisfy himself as to the identity and capacity of the signatory require such person to appear before him.
(6) Any person who falsely certifies to the correctness of any application, dealing or caveat shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $5,000 and such penalty shall not prevent a
person who may have sustained any damage or loss in consequence of errors or mistakes in any such certified
application, dealing or caveat from recovering damages against the person who has certified the same.
(7) In any instrument which is registered under the provisions of this Act, any reference to “Certificate of
Correctness” shall be construed as a reference to a certificate of correctness given under this section or any
corresponding provision in any repealed enactment.
 [25/2001]
(8) In this section, “solicitor” means a solicitor who has in force a practising certificate issued under the Legal
Profession Act (Cap. 161).

• Other things to check:

 Bankruptcy status of client

Doctrine of Merger
- doctrine of merger
- where parties enter into an executory agreement which is to be carried out by a deed afterwards, the real
completed contract is to be found in the deed
- execution of the deed of conveyance has the effect of extinguishing obligations under the contract only in so
far as the deed is intended to cover the same ground as the contract
- contract then merges in the deed
- depends on the intention of the parties
- ACS Computer Pte Ltd v Rubina Watch Co (Pte) Ltd & Anor [1998] 1 SLR 72, High Court:
• Where parties intend a contractual term to be binding notwithstanding the completion of the sale, it is
quite common to have a condition in the contract which reads as follows –
 “notwithstanding the completion of the sale and purchase of the property, the terms and conditions
shall remain in full force and effect as between the vendor and the purchaser in so far as the same
are not fulfilled.”
• Held that doctrine of merger applied to registered land despite s. 66 Land Titles Act which on a literal
reading, excluded the qualification that the doctrine of merger depended on the intention of the parties
Merger of contract in transfer
66. All obligations created by a contract for the sale of registered land shall, upon registration of the
transfer giving effect to the contract, be deemed to have merged in that transfer unless express
provision in writing is made to the contrary.
• S. 66 provides that “all obligations created by a contract for the sale of registered land shall, upon
registration of the transfer giving effect to the contract, be deemed to have merged in that transfer
unless provision in writing is made to the contrary”
• Held that s. 66 can be reconciled with the common law doctrine of merger by confining the operation of
s. 66 to those provisions of the contract of sales which deal with estates and interests in the land
contracted to be sold, and all easements rights and powers belonging or appertaining to the land
• Provisions, in the absence of any express provision in the contract to the contrary, would merge in the
transfer
• Provisions not dealing with or related to would not merge in the transfer
• Held that provision in the contract for sale which imposed liability on the purchaser for payment of
GST, had not merged in the transfer
Facts

The plaintiffs ACS offered to sell units in a Henderson Industrial Estate to the defendants Rubina
under two separate options. The options were subject to the Singapore Law Society’s Conditions of
Sale 1994. Clause 17 of the terms and conditions of the option provided that the purchaser was laible
and must pay the goods and services tax (GST) and stamp duty for and in connection with the sale
and purchase of the property. The sale was in each case completed by an instrument of transfer.
There was no mention of GST by either party before the completion of the sale. There was no
mention of it until some time in May 1996 when ACS’s solicitors raised it with Rubina’s solicitors
and asked that it be paid. Rubina refused, arguing that upon completion of the sale by the execution
and registration of the transfer, the obligation of Rubina in that regard had merged with the transfer,
and that they were no longer under any liability. The main question involved the question of merger
under s 66 of the Land Titles Act (Cap 157) (“the Act”). ACS argued that under the common law, the
conveyance of land extinguished obligations under the contract only in so far as the deed of
conveyance was intended to cover the same ground as the contract. These obligations did not merge
in the conveyance. The assistant registrar held that the doctrine of merger did not disentitle ACS
from claiming GST under cl 17 of the option. Rubina appealed.
 Held, dismissing the appeal:

(1) Section 66 of the Act appeared to negate the doctrine of merger as developed by and entrenched
in the common law. Instead of approaching the question whether a contractual provision had merged
in the transfer in the manner of the common law, the terms in which s 66 was cast prescribe that all
obligations in the sale contract merge in the transfer unless express provision in writing was made to
the contrary. It was entirely possible to reconcile the apparently wide wording of s 66 with the
common law doctrine of merger by construing the section in the context of the Act as a whole as well
as the context of the neighbouring provisions in the part of the Act where s 66 was found.

(2) In the context of the part of the act where s 66 was found, particularly s 63(1), s 66 could be
reconciled with the common law rule and full effect could be given to both if one were to confine the
operation of s 66 to those provisions of the contract of sale which dealt with estates and interests in
the land contracted to be sold, and all easements rights and powers belonging or appertaining to the
land. Provisions of the contract relating to such matters, in the absence of any express provisions in
the contract to the contract, would merge in the transfer, since according to s 63(1), the registration
of the transfer would pass and vest the land and such easements, rights and powers to and in the
transferee. Section 66 thus made perfect sense when read as an adjunct to s 63(1).

(3) Construing s 66 this way would lead to the result that the rules of merger applied similarly to
dealings in land subject to the Act and dealings in unregistered land. There was no reason at all why
different rules should apply depending on whether land had or had not been brought under the Act.
As such, notwithstanding the registration of the transfer in both cases, Rubina’s liability for GST had
not been extinguished.

Let’s draft the Transfer for No.7 Jalan Nipah

- Use Form 19
- Strike through SSCT and SCT
- Leave TS blank
- Transferor info – only space for 1 name – create more spaces for second name – add to table
 Get address etc from title deeds/ option
o Transferee – Again add rows, strikethrough accordingly
o Prior encumbances – nil OR subj to restrictive convenants contained in restriction number I/…. (clients will
get copy of transfer and this reminds clients)
o Date of contract – dte of exercise, not date of option
o Consideration – the purchase price – just the number
o Don’t fil in date of transfer – possible thts completion brought forward or delayed. So leave it blank and fill
in on day of completion itself
 But current practice – transfes also lodged electronically but hard copy lodged with SLA couple of
days later
o Exection – creat additional row
o Execution by transferee? – no provision for their signature.
 Protection?

o Cert pursuant to residential property act and practice circulars

 SLA website left hand manual – forms; also the circulars.
 Consolidated practice circulars – see Regis of documents. Find that it specifies that if acting for
indiv purchaser, this is the cert… etc
 Add in the space
 If commercial property, some certs to be attached – find out!!!! EXAM. Know the exact wording
set out.
- Zoning/ approvd use of land
 - Two forms – within certain time. If requisitions asked too early and out of time, then
alternative cert – attach someone’s consent letter.
- Must check!!!!!!!
 ‘I solicitor for transferee hereby certify that… partr docs are produced and certified to be
correct’… you have to see it personally and verify it
 land dealings approval unit approval – in this case (foreigner purchasing)
 company - stat declaration that all sg citizens of company at date of purchase
o purchaser caveat – claim similar interest to allow caveat to be lapsed to extent of transfer
o certificate of correctness – instrument correct for purposes of land titles act – see section 59

Sample questions
Let’s make it more fun … (non citizen cannot sell residential land to make quick profit – this will not happen in
case but assuming both are Singaporeans)
Suppose Sam Tan and Amanda Smith subsells the property to Lim Koh Pee ID No. 7355456B of No. 3 Lah Tay
Lane, Singapore 578899 at a price of S$1.88m.
• Lim exercises the option on 22nd Aug 2006, and completion is scheduled for 14th Nov 2006
• Lim Ah Chye is stationed in Beijing. How can he sign the transfer?

Tripartite Transfers (Subsale situations) – Form 22

• Effect of subsale is that title goes immediately to the end buyer through the original purchaser

Note: after 1996, stamp fees paid on contract and not on transfer. (no need to pay stamp fees twice in subsale
situations)

Possible solutions
- 1. Fly back to Singapore just to sign the Transfer?
 Expensive solution
- 2. Send the T to him in Beijing for signing (courier). If so, T must be signed before a Notary Public
 – sg rules
 but in china, must be in chinese
 also certain banks want notary public to be authenticated by respective ambassy or high
commission and get them to certify that signature is authentic and notary public is recognised
• fees and time – need leeway for extra time and costs but prudent
- 3. Appoint someone in Singapore by a Power of Attorney to handle the matter on his behalf, including
signing documents like the transfer documents
 Assume that Tan (orginal purchaser) has appointed his wife, W as his attorney – his power of
attorney is dated 1 July 2004 and a copy of it has been deposited in the Registry Supreme Court on
2 July 2004 and is registered as No. 123 of 2004.
o W can sign on Tan’s behalf
 How the “Execution” portion should read:
o “W on behalf of Tan acting under a Power of Attorney dated 1 July 2004, copy
of which has been deposited in the Registry, Supreme Court on 2 July 2004 and
registered as No. 123 of 2004.
 quite cheap now
 but power of attorney cannot confer power to –
• make stat declaration
 but options/transfesr/sale and purchase agreements/deeds – can be signed

Assuming Lim has appointed his wife as his attorney, &

- • His Power of Attorney is dated 1st August 2006, and a copy has been deposited in the Registry, Supreme
Court on 2nd August 2006, and is registered as No. 123 of 2006
- • Rosalinda Ong can sign on Lim’s behalf, and this is how the execution portion would read Rosalinda
Ong on behalf of Lim Ah Chye acting under a Power of Attorney dated 1st August 2006, a copy of
which has been deposited in the Registry, Supreme Court on 2nd August 2006 and registered as No.
123 of 2006

Now you can complete both Transfers

- • Look at the first Transfer. Name the parties who must sign the Transfer.
- • Name the parties who must sign the tripartite Transfer
 date of contract – two – date of orig contract and date of sub purchase. Both date of conclusion of
contract.
 Dte of transfer – when both transdactions concluded simult
 signed by orig vendor and orig purchaser
 certs – orig purchaser sols and subpurchasers sols
- • Look at Parts J & K
- • What is this Certificate of Correctness?

Parties who sign the Transfer Document

• Usual Transfers (Form 19)

o Transferor,
o Transferor’s solicitors
o Transferee’s solicitors

• Tripartite Transfers (Form 22)

o Original Purchaser
o Original Purchaser’s solicitors
o Transferor
o Transferor’s solicitors
o Transferee’s solicitors

In both transfers, transferee does NOT sign the transfer form since he is acquiring the
interest. Only parties who divest their interests need to sign.