Proposed amendments to the Land Titles (Strata) Act
Posted in Press releases
The proposed amendments to the Land Titles (Strata) Act or LT(S)A will be tabled in Parliament on 26 April 2010.
2 The LT(S)A was last amended in 2007 to provide for greater transparency and certainty in the en bloc sale process. For example, the amendments provided for periodic updates on the number and percentage of consenting owners to be made available to all owners. Provisions were also introduced to regulate the election process for the Collective Sale Committee and the process of preparing the Collective Sale Agreement.
3 The Ministry of Law has received further feedback and suggestions on the LT(S)A ranging from requesting more procedural controls to loosening the regulations, as well as proposals to streamline and clarify the en bloc sale process. We have reviewed these suggestions, and consulted experts and industry players including academics, lawyers, property consultants and representatives from the Strata Titles Board (STB) and the Real Estate Developers’ Association of Singapore (REDAS). A full list of the proposed amendments, arising from the review and consultations, is in Annex A.
Key Proposed Amendments to LT(S)A
Role of the Strata Titles Board (STB)
4 Under the current regime, the STB’s role is to assess all en bloc sale applications and ensure that each application is done in good faith and complies with the regulations under the LT(S)A. This is achieved by the STB, which both mediates and adjudicates on objections filed by minority owners in en bloc sales.
5 In recent years, a number of en bloc sale applications have become highly contentious, with objectors raising questions on points of law ranging from fiduciary to constitutional law. Many of these cases have ended up in the High Court and even the Court of Appeal. This has resulted in lengthy and costly proceedings.
6 With the proposed amendments, the STB will be empowered to issue a “stop order” where the affected parties choose to apply to the Courts for further adjudication. This will obviate the need for parties to go through the adjudication process by the STB before the case is taken up at High Court. It will also help to reduce the costs and time taken in resolving the more contentious en bloc applications, and allow the STB to focus on performing its mediatory function for en bloc sale transactions. The STB will continue to process and grant en bloc sale orders which are non-contentious.
7 Another proposed amendment is to stipulate the maximum time period (60 continuous days) that the STB can spend mediating each case to prevent undue delays and to give greater certainty to the mediation process.
8 In addition, the amendments will clarify that the STB will be empowered to request for any information or documents from any party related to the collective sale application, if it deems such information relevant to aid its assessment of the collective sale application.
Sale Committees (SCs)
9 The disclosure requirements under the LT(S)A will be expanded to stipulate that a person standing for election to the Collective Sale Committee (SC) must declare the extent of ownership that he/she, or a connected person1, has in the strata development, and also the date of purchase of the relevant strata units. This is in addition to the current disclosure requirements, if a person standing for election has an interest in any property developer, property consultant, marketing agent or legal firm. These additional disclosure requirements will allow owners to make a more informed choice on who they want to elect into their SC.
10 An SC will have one year to obtain the first signature Collective Sale Agreement (CSA) or it will be automatically dissolved. This is to impose some discipline and ensures that an SC does not drag out the en bloc sale process. The one-year timeframe will start from the date of the SC’s formation at an Extraordinary General Meeting (EOGM). The existing provisions that allow the owners to dissolve the SC at an EOGM by a simple majority or to terminate the SC when the CSA expires will remain.
11 The proposed amendments will also allow a non-consenting SC member to be voted out by the other SC members by a simple majority when an application for sale has been made to the STB. This is because once the requisite majority has consented to the sale and the application is made to the STB, the application process should be expedited. The STB will hear the views from both the majority and the minority owners. The majority is normally represented by the SC. The presence of a minority owner will have a conflict of interest if he continues to serve on the SC.
12 The amendments will specify a one-hour waiting time requirement for EOGMs to obtain the quorum to begin the meeting, starting from the stated time of the EOGM. If the quorum is not met within the one-hour period, the EOGM will be dissolved.
13 Other proposed amendments include replacing the requirement for EOGMs with simple meetings for purposes of providing updates to owners pertaining to the consent level, sale proposal and process, number of bids and bid amounts, and the terms and conditions of the sale and purchase agreement with the eventual buyer. As no decision making is needed, simple meetings will suffice. This is to avoid making the process of updating owners too onerous. The current EOGM requirements for meetings held to appoint lawyers and property consultants, to approve the apportionment method, and to approve the terms and conditions of the CSA, will remain.
14 For strata developments where there has been a failed en bloc sale attempt2, a “restriction period” of two years, starting from the date of the initial failed attempt, shall be imposed. Within this “restriction period”:
· The first re-try to convene an EOGM to reappoint a SC will need to meet a higher 50 per cent requisition threshold (by share value or total number of owners);
· Any subsequent attempts to convene EOGMs within this period will need to meet an 80 per cent requisition level (by share value or total number of owners).
· At the end of the two-year “restriction period”, the requisition level for an EOGM to appoint an SC will revert to the usual level of 20 per cent by share value or 25 per cent of the total number of owners. If there is another failed attempt, it will start another two-year “restriction period”.
15 The objective of this change is to discourage numerous attempts at en bloc sales where there is insufficient level of interest and support from the owners.