9 Preparation and Execution of Transfers

Lecture 9 Preparation and Execution of Transfer

Go SLA website ndash wwwslagovsg ndash get transfer forms Print together with this chapter ndash transfer forms AND the consolidated practice circulars under SLA folder Preparing transfer is impt ndash referred to in option to purchase

Outlineo 1048633Explain what a Transfer is its form and contento 1048633Identify who prepares the Transfer and when it is preparedo 1048633State where the prescribed form of Transfer may be obtained from and identify the correct form to useo 1048633Draft a Transfer for No 7 Jalan Nipaho 1048633Explain who should sign the Transfer and the accompanying certificates and how the Transfer may be

signed out of Singapore

Who prepares and when - purchasersrsquo 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- bull Document that transfers legal title - S63(1) LTA

Form and effect of transfers63 mdash(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

- bull Registration is essential to pass interest ndash S45(1) LTA

Instruments ineffectual until registered45 mdash(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

- bull Effect of registration ndash estate of proprietor is paramount ndash indefeasible title ndash S46 LTA

Estate of proprietor paramount46 mdash(1) Notwithstanding mdash (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 mdash (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 ldquotransferrdquo and ldquoresidential propertyrdquo 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 mdash (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) ldquopublic authorityrdquo includes any corporation sole or body corporate incorporated under any written law

- bull Transfer must be in approved form ndash S51 LTA

Approved forms51 mdash(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 form51A mdash(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 mdash (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

- bull See SS 53 to 60 for other requirements

Address for service of notices60 mdash(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

[252001](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 usebull Website of Singapore Land Authority httpwwwslagovsg

- bull Form 19 is used for usual transfers- bull Form 22 is used when there is a subsale aka a tripartite transfer- bull Form 23 is used by Mortgagees When ndash when mortgagors default under mortgage and their

exercise their power of sale as mortgagee ndash EXAM QN - drafting the form- bull Form 23A is used by Management Corporations When ndash when people in apartments donrsquot pay

maintenance fees and building maintenance and maintenance strata act ndash MC has statutory power to create charge over property with power to sell ndash transfer form when selling is 23A

Usual Transfers ndash 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 land54 mdash(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 number54A mdash(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 mdash (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

[252001302003](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

eg empowering a guardian of an infantcommittee 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 ndash s19(1) Residential Property Act

Solicitor for transferee required to certify that the citizenship of his client is correctly filled in ndash

s19(2) Residential Property Act Transfer may be refused registration if the required particulars

(citizenship amp 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 incorporationregistration 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 corporate19 mdash(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 13 share

As to B undivided 23 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-owners53 mdash(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

[252001](4) Upon the registration of an instrument of declaration referred to in subsection (3) mdash (a) where all the tenants-in-common of the entire estate or interest in the registered land are the declarants mdash 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 mdash (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

[252001](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 encumbrances55 mdash(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 ie 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 eg 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

Survivorsurvivors of joint tenants

Personal representatives of deceased proprietor in severalty and

Attorneyother 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 ldquoRTPrdquo 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 instrument56 mdash(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 mdash (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 execution57 mdash(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 mdash (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

[102003](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 mdash (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

[102003]Execution of instruments by corporations58 mdash(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

[102003](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 companyrsquos 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 transferdeed together with

STATUTORY DECLARATION made by a directorsecretary 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 Srsquopore citizen Srsquopore company or Srsquopore 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 ndash

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 ndash building not

less than 6 levels ldquonon-residential propertyrdquo under Residential Property

Notification and has been zoned for other purposes ndash

see p217-8 manual

If the property is RESTRICTED RESIDENTIAL PROPERTY eg 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 property3 mdash(1) Except as provided in this Act mdash (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 condominiums4 mdash(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 ldquocondominiumrdquo 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) mdash (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 $10000 (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 mdash (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 Controllers notice referred to in subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10000 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 mdash (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 mdash 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 ndash 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 ndash 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 ndash 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 ndash s59(2)(c)

If a minor is divesting his title an order of court is needed ndash s59(2)(c)(ii)

If solicitor falsely certify this penalty includes imprisonment

S59 LTA ndash very important- bull Certificate of correctness

o 59 mdash(1) The Registrar may reject hellip instrument hellip unless there is endorsed thereon a certificate by the parties to the instrument

o bull (2) The certificate hellip shall imply representations that to the best of the signatoryrsquos knowledge and belief and in so far as he has any reasonable means of ascertaining mdash

bull (a) the instrument is made in good faith bull (b) the matters set forth therein are substantially correct and

actual and constructive knowledge must act within reasonable means ndash no malice (mala fides)

bull (c) in the case of mdash bull (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

bull (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 ndash IC ndash write down so that you know Converse with client to check whether he is of sound mind ndash Section 39 LTA ndash disability must be mentioned Also find out what else registrar might need ndash eg if not of legal age then need

order of court

Certificate of correctness59 mdash(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 signatoryrsquos knowledge and belief and in so far as he has any reasonable means of ascertaining mdash (a) the instrument is made in good faith (b) the matters set forth therein are substantially correct and (c) in the case of mdash (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

[252001](3) Where mdash (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

[252001](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

[252001](4) Each certificate shall indicate in legible characters mdash (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

[252001102003](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 $5000 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 ldquoCertificate of Correctnessrdquo shall be construed as a reference to a certificate of correctness given under this section or any corresponding provision in any repealed enactment

[252001](8) In this section ldquosolicitorrdquo 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 amp 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 ndash

ldquonotwithstanding 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 fulfilledrdquo

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 transfer66 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 ldquoall 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 contraryrdquo

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 Societyrsquos 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 ACSrsquos solicitors raised it with Rubinarsquos 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) (ldquothe Actrdquo) 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 Rubinarsquos liability for GST had not been extinguished

Letrsquos draft the Transfer for No7 Jalan Nipah- Use Form 19- Strike through SSCT and SCT- Leave TS blank- Transferor info ndash only space for 1 name ndash create more spaces for second name ndash add to table

Get address etc from title deeds option o Transferee ndash Again add rows strikethrough accordinglyo Prior encumbances ndash nil OR subj to restrictive convenants contained in restriction number Ihellip (clients will

get copy of transfer and this reminds clients)o Date of contract ndash dte of exercise not date of optiono Consideration ndash the purchase price ndash just the numbero Donrsquot fil in date of transfer ndash possible thts completion brought forward or delayed So leave it blank and fill

in on day of completion itself But current practice ndash transfes also lodged electronically but hard copy lodged with SLA couple of

days latero Exection ndash creat additional rowo Execution by transferee ndash no provision for their signature

Protection

o Cert pursuant to residential property act and practice circulars SLA website left hand manual ndash forms also the circulars Consolidated practice circulars ndash see Regis of documents Find that it specifies that if acting for

indiv purchaser this is the certhellip etc Add in the space If commercial property some certs to be attached ndash find out EXAM Know the exact wording

set out- Zoning approvd use of land- Two forms ndash within certain time If requisitions asked too early and out of time then

alternative cert ndash attach someonersquos consent letter- Must check

lsquoI solicitor for transferee hereby certify thathellip partr docs are produced and certified to be correctrsquohellip you have to see it personally and verify it

land dealings approval unit approval ndash in this case (foreigner purchasing) company - stat declaration that all sg citizens of company at date of purchase

o purchaser caveat ndash claim similar interest to allow caveat to be lapsed to extent of transfero certificate of correctness ndash instrument correct for purposes of land titles act ndash see section 59

Sample questionsLetrsquos make it more fun hellip (non citizen cannot sell residential land to make quick profit ndash 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$188mbull Lim exercises the option on 22nd Aug 2006 and completion is scheduled for 14th Nov 2006bull Lim Ah Chye is stationed in Beijing How can he sign the transfer

Tripartite Transfers (Subsale situations) ndash 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

ndash 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 ndash 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 ndash 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 Tanrsquos behalf

How the ldquoExecutionrdquo portion should read

o ldquoW 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 ndash

make stat declaration but optionstransfesrsale and purchase agreementsdeeds ndash can be signed

Assuming Lim has appointed his wife as his attorney amp- bull 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- bull Rosalinda Ong can sign on Limrsquos 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- bull Look at the first Transfer Name the parties who must sign the Transfer- bull Name the parties who must sign the tripartite Transfer

date of contract ndash two ndash date of orig contract and date of sub purchase Both date of conclusion of contract

Dte of transfer ndash when both transdactions concluded simult signed by orig vendor and orig purchaser certs ndash orig purchaser sols and subpurchasers sols

- bull Look at Parts J amp K- bull What is this Certificate of Correctness

Parties who sign the Transfer Document

Usual Transfers (Form 19)

o Transferor

o Transferorrsquos solicitors

o Transfereersquos solicitors

Tripartite Transfers (Form 22)

o Original Purchaser

o Original Purchaserrsquos solicitors

o Transferor



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

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 mdash (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 ldquotransferrdquo and ldquoresidential propertyrdquo 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 mdash (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) ldquopublic authorityrdquo includes any corporation sole or body corporate incorporated under any written law

- bull Transfer must be in approved form ndash S51 LTA

Approved forms51 mdash(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 form51A mdash(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 mdash (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

- bull See SS 53 to 60 for other requirements

Address for service of notices60 mdash(1) Every instrument by which a person becomes a proprietor of registered land and every caveat relating











34 mukims







(B) Transferor





(C) Transferee







effected






Manner of Holding






s53 LTA















(F) Consideration

o Purchase price















o Signature



appear




instrument




















see p217 manual






see p217-8 manual













in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor














34 mukims







(B) Transferor





(C) Transferee







effected






Manner of Holding






s53 LTA















(F) Consideration

o Purchase price















o Signature



appear




instrument




















see p217 manual






see p217-8 manual













in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor










effected






Manner of Holding






s53 LTA















(F) Consideration

o Purchase price















o Signature



appear




instrument




















see p217 manual






see p217-8 manual













in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor














(F) Consideration

o Purchase price















o Signature



appear




instrument




















see p217 manual






see p217-8 manual













in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor




o Purchase price















o Signature



appear




instrument




















see p217 manual






see p217-8 manual













in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor






















see p217 manual






see p217-8 manual













in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor




see p217-8 manual













in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor








in the caveat

























order of court





















Facts












Protection



































o Transferor






o Transferor








order of court





















Facts












Protection



































o Transferor






o Transferor


















Facts












Protection



































o Transferor






o Transferor












Protection



































o Transferor






o Transferor

































o Transferor






o Transferor




9 Preparation and Execution of Transfers

Documents

Transcript of 9 Preparation and Execution of Transfers