
Every Singapore company that rents an office, a warehouse, or a retail unit signs a tenancy agreement without giving it a second thought once the ink is dry. What often gets forgotten is that the tenancy agreement itself is a dutiable document under the Stamp Duties Act 1929, and IRAS expects it to be stamped within a strict window, not filed away in a drawer. Miss that window and the penalty stacks on top of the duty itself, and the unstamped agreement becomes inadmissible as evidence in court if a dispute ever arises over the lease.
Stamp duty in Singapore is narrower than many directors assume. It is not a general tax on contracts; it applies only to a defined list of dutiable instruments, chiefly documents relating to immovable property (including leases and tenancy agreements), mortgages, and shares. This guide focuses on the document companies encounter most often after incorporation, the tenancy agreement, and then walks through the other common dutiable documents a Singapore business is likely to sign.
What Actually Needs Stamping in Singapore
The Stamp Duties Act 1929 (“SDA“), administered by the Inland Revenue Authority of Singapore (“IRAS“), charges duty on documents, not on the underlying transaction. If a transaction is never reduced to a chargeable instrument, there is nothing to stamp; if it is documented, the document itself becomes dutiable regardless of how informal the arrangement feels.
In practice, four categories of documents make up almost the entire stamp duty regime that a Singapore company will encounter:
| Document type | What it covers |
|---|---|
| Conveyance documents | Sale and purchase agreements, transfers, gifts and other documents that convey immovable property (Buyer’s Stamp Duty, Additional Buyer’s Stamp Duty, Seller’s Stamp Duty) |
| Lease documents | Tenancy agreements, agreements for lease, variations, novations, assignments and surrenders of leases over immovable property |
| Mortgage documents | Mortgages, equitable mortgages, and transfers or assignments of a mortgage or debenture |
| Share transfer documents | Instruments transferring Singapore company shares, whether by sale, gift or buyback |
Ordinary commercial contracts that do not fall into one of these categories, such as a services agreement, an employment contract, a loan agreement without mortgage security, or a non-disclosure agreement, are generally not dutiable at all. This is a common point of confusion: a director who has just been told a tenancy agreement must be stamped within 14 days often assumes every signed contract in the filing cabinet carries the same obligation. It does not. For a fuller walkthrough of how the share and property side of the regime works, see our company guide to stamp duty on share transfers, leases and property.
Stamping Tenancy Agreements: How the Duty Is Calculated
Stamp duty on a lease or tenancy agreement (the “Lease Duty“) is charged on whichever is higher: the contractual rent actually agreed, or the market rent for the property. The rate itself is flat at 0.4%, but what it applies to depends on the length of the lease.
The Basic Formula
| Average Annual Rent (“AAR”) | Lease Duty payable |
|---|---|
| AAR does not exceed S$1,000 | Exempted |
| AAR exceeds S$1,000, lease of 4 years or less | 0.4% of the total rent for the whole lease period |
| AAR exceeds S$1,000, lease of more than 4 years or of indefinite term | 0.4% of four times the AAR |
Lease Duty is rounded down to the nearest dollar, subject to a minimum duty of S$1. The AAR is not just the base monthly rent multiplied by twelve; IRAS defines it as the higher of the average annual contractual or annualised market rent, and it folds in other charges the tenant pays as part of occupying the unit, including advertising and promotion charges, furniture or fittings charges, maintenance charges, and service charges. GST is the one component specifically excluded from the AAR calculation.
Worked Examples
Full worked examples, including staggered rent and turnover-based rent scenarios, are published directly by IRAS on its Renting a Property page; the examples below follow the same method.
A straightforward four-year lease with staggered monthly rent of S$3,500, S$4,000, S$4,300 and S$5,300 across each successive year produces a total rent of S$205,200 over the term. Because the lease runs for exactly four years, duty is charged on the full total rent, not the four-times-AAR formula: 0.4% of S$205,200 works out to S$820.80, rounded down to S$820.
Stretch the same logic past four years and the calculation changes. On a five-year lease with rent climbing from S$1,800 to S$3,300 per month across the five years, total rent comes to S$151,200, giving an average annual rent of S$30,240. Because the lease exceeds four years, duty is capped at four times that average: S$30,240 x 4 = S$120,960, and 0.4% of that figure is S$483.84, rounded down to S$483.
Retail and F&B tenancies often layer a turnover-based rent on top of a fixed base, for example S$5,000 per month plus 0.5% of gross sales turnover, with a minimum or maximum secured sum. IRAS requires the additional rent subject to duty to be the higher of the amount worked out from estimated turnover or any minimum secured sum stated in the lease, or capped at any maximum secured sum if one is stated. Getting this wrong is one of the more common under-stamping errors on retail leases, since directors sometimes stamp only the fixed base rent and overlook the turnover component entirely.
Leases With a Premium, Variations, Novations and Surrenders
A lease is not always just rent. Where a lease is granted with a premium (an upfront lump sum paid for the grant of the lease itself), the lessee bears the duty on that premium in addition to any rent-based duty. Several other lease-related events are separately dutiable, and each catches directors out in a slightly different way:
- Variation of lease or supplemental agreement: if the rent or the lease term changes, duty is payable on the increase, calculated the same way as a fresh lease. A rent increase on an existing five-year lease from an average of S$30,240 to S$38,640 a year, for instance, generates duty only on the S$33,600 uplift in the four-year-capped total rent, working out to S$134.
- Renewals and extensions: a renewal is treated as a fresh dutiable event, not a continuation of the original lease, even where the landlord and tenant remain the same. Even an extension dressed up as a rent-free period is dutiable on the extended period once the rent-free window ends.
- Novation of lease between an incoming and outgoing tenant, and assignment of lease to a new landlord, are both separately dutiable where additional consideration changes hands.
- Surrender of lease with a payment attached is dutiable, and the duty in that case falls on the landlord rather than the tenant.
- Bringing forward or deferring a lease’s start date before the lease has commenced, with no change to the rent or term, is not dutiable at all. The moment the lease has already commenced, however, even a pure date shift with no change in rent becomes dutiable on the additional period covered.
If there is genuine uncertainty over whether a variation or supplemental agreement is dutiable, a document can be submitted to IRAS for adjudication, though an adjudication fee applies.
Licence Agreements: When a “Lease” Is Not Actually a Lease
Not every occupation arrangement is a tenancy agreement. A licence agreement, commonly used for letting out a food stall in a hawker centre, food court or coffee shop, is generally not liable to stamp duty if it is genuinely structured as a licence rather than a lease conferring exclusive possession. The label on the document is not conclusive; IRAS looks at the substance of the arrangement. A licence agreement executed in connection with an existing lease, rather than standing on its own, will still be liable to duty. Where a company genuinely cannot tell whether its arrangement is a licence or a lease, the safer course is either independent legal advice or submitting the document to IRAS for adjudication.
Who Is Liable to Pay: Tenant, Landlord, or Both?
The starting point is always the tenancy agreement itself. If the agreement states who bears the stamp duty, that clause governs, and most commercial leases in Singapore do state it explicitly. Only when the agreement is silent does the default position in the Third Schedule of the Stamp Duties Act take over. Under that default:
| Document | Party liable by default |
|---|---|
| Lease or tenancy agreement, agreement for lease, agreement for variation of lease, acceptance of a letter of offer | Lessee or tenant |
| Lease granted with a premium | Lessee |
| Novation or assignment of lease with additional consideration | Incoming tenant |
| Surrender of lease with payment | Landlord |
| Mortgage | Mortgagor |
| Trust deed or declaration of trust | Trustee or transferee |
| Document of transfer where no contract applies, including a gift of property | Transferee |
Regardless of who is contractually liable, IRAS can still pursue either party for an unpaid duty, and a company that agrees in its lease to bear the stamp duty should build that cost into its occupancy budgeting from day one rather than treating it as an afterthought once the lease is signed.
How to e-Stamp a Tenancy Agreement
Singapore has not used adhesive stamps for years. Every dutiable document is stamped electronically through the myTax Portal (Stamp Duty Login), and there is no subscription or transaction fee for using the service. The practical steps are:
- Log in to myTax Portal using Singpass (individual user) or Corppass (business user).
- Select the correct document type and enter the lease or agreement details: parties, property address, lease term, and rent (including any premium, turnover-based component, or other charges that form part of the AAR).
- Let the portal compute the duty payable, then pay online.
- Retrieve the Stamp Certificate immediately once payment clears. The certificate is the proof that the document has been duly stamped and is what protects both landlord and tenant if the lease is ever relied on in court.
Foreign individuals without a Singpass can apply for a Singpass Foreign user Account, or simply ask their local representative, typically the landlord or property agent, to stamp the document on their behalf. Companies should note that a Foreign user Account only works for individual logins; it cannot be used to stamp on behalf of a company through Corppass. Businesses that prefer an in-person option can visit the Taxpayer & Business Service Centre at Revenue House to use the e-kiosks directly, though booking an appointment in advance speeds things up considerably.
Deadlines and Penalties for Late Stamping
The rule of thumb is that a document should be stamped before it is signed. In practice, IRAS allows a grace window with no penalty:
- Within 14 days after the document is signed, if it is signed in Singapore.
- Within 30 days after the document is received in Singapore, if it is signed overseas.
Miss that window and a penalty applies on top of the duty itself:
| Delay | Penalty |
|---|---|
| Not exceeding 3 months | S$10 or an amount equal to the duty payable, whichever is greater |
| Exceeding 3 months | S$25 or 4 times the duty payable, whichever is greater |
IRAS’s enforcement options for unpaid duty go well beyond a stern letter. The authority can appoint agents, including a company’s own bank, employer, tenant or lawyer, to recover the outstanding duty directly, which in practice can mean a bank account becoming inaccessible until the duty and penalty are settled in full. For individuals, IRAS can also issue a Travel Restriction Order preventing departure from Singapore until the debt is cleared. Companies that discover a stamping error or omission on their own, rather than waiting for IRAS to find it, can apply under the IRAS Voluntary Disclosure Programme for a substantially reduced penalty, calculated at 5% of the underpayment per year rather than the standard penalty scale.
Other Common Dutiable Documents Beyond Tenancy Agreements
Once a company understands that stamp duty attaches to a specific, limited set of instruments, the rest of the regime is easier to navigate. The other documents a growing Singapore business is most likely to encounter are:
Mortgages
A mortgage over property is dutiable at 0.4% of the loan amount secured, capped at a maximum duty of S$500. A variation to an existing mortgage or an equitable mortgage attracts a lower rate of 0.2%, also capped at S$500, and the same 0.2% capped rate applies to a transfer, assignment or disposal of a mortgage or debenture. The mortgagor bears the duty by default.
Trust Deeds, Declarations of Trust and Gifts of Property
A trust deed or declaration of trust is dutiable, with the trustee or transferee liable by default. A document of transfer where no sale and purchase agreement applies, such as an outright gift of property or a distribution of assets, is also dutiable, with duty falling on the transferee.
Share Transfers
Transferring shares in a Singapore company, whether to a new investor, between founders, under an ESOP exercise, or in a buyback, triggers share duty at 0.2% of the higher of the consideration paid or the net asset value of the shares transferred. This is a large enough topic in its own right that we cover the valuation mechanics, timing and penalties separately in our guide on how much stamp duty applies on a share transfer.
Property Purchases by Companies
A company buying property in Singapore faces Buyer’s Stamp Duty on a tiered scale up to 6% for residential and 5% for non-residential property, on top of Additional Buyer’s Stamp Duty of 65% for entities buying residential property. Property-holding entities disposing of shares in a company that mainly holds residential property may also face Additional Conveyance Duties. We cover both in detail in our guides on property tax for companies and Additional Conveyance Duties on property-holding entities.
Practical Compliance Checklist
| Step | Action |
|---|---|
| 1 | Identify whether the document you have signed falls into one of the four dutiable categories: property conveyance, lease or tenancy, mortgage, or share transfer |
| 2 | Check the document itself for a clause stating who bears the stamp duty; if silent, apply the Third Schedule default |
| 3 | For a tenancy agreement, compute the Average Annual Rent, including all charges except GST, and apply the 0.4% rate against the correct base depending on the lease length |
| 4 | Log in to myTax Portal via Singpass or Corppass and stamp the document within 14 days of signing in Singapore, or 30 days if signed overseas |
| 5 | Retain the Stamp Certificate with the lease or agreement in your company’s records, since an unstamped document is inadmissible in Singapore court proceedings |
| 6 | Flag renewals, variations and rent increases as fresh dutiable events, not automatic continuations of an already-stamped lease |
Frequently Asked Questions
Does every contract my company signs need to be stamped?
No. Stamp duty in Singapore applies only to documents relating to immovable property (including leases and tenancy agreements), mortgages, and shares. A services agreement, an employment contract, or a general commercial contract that does not touch one of these categories is not dutiable.
Who pays stamp duty on a tenancy agreement, the landlord or the tenant?
Check the tenancy agreement first; most commercial leases state this expressly. If the agreement is silent, the Third Schedule of the Stamp Duties Act makes the tenant liable by default for the lease or tenancy agreement itself, though a surrender of lease with payment falls on the landlord instead.
Is there a minimum rent below which no stamp duty is payable on a lease?
Yes. If the Average Annual Rent does not exceed S$1,000, the lease is exempt from Lease Duty entirely.
What happens if we forget to stamp our office lease?
A penalty applies on top of the duty itself, S$10 or the duty amount (whichever is greater) if the delay is under three months, and S$25 or four times the duty (whichever is greater) if it exceeds three months. Beyond the financial penalty, an unstamped lease cannot be used as evidence in Singapore court proceedings unless the duty and penalty are paid.
Does renewing our existing lease require a fresh round of stamping?
Yes. IRAS treats a renewal as a new dutiable event in its own right, even where the same landlord and tenant simply continue on updated terms, and even a rent increase or term extension on an existing lease generates duty on the increase or extended period.
Is a licence to use a hawker stall or coffee shop unit subject to stamp duty?
Generally not, provided it is genuinely structured as a licence rather than a lease conferring exclusive possession. A licence agreement executed in connection with an existing lease, however, is still dutiable.
The Editorial Team, Raffles Corporate Services
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