Aviation finance in Singapore: overview
A Q&A guide to aviation finance in Singapore.
This Q&A provides a high level overview of key practical issues including financing options for purchasing aircraft; registration and deregistration requirements; transfer of title; security, including aircraft mortgages; transfer of security; enforcement of security and repossession; and application of the Cape Town Convention.
To compare answers across multiple jurisdictions, visit the Aviation Finance Country Q&A tool.
The Q&A is part of the global guide to aviation finance. For a full list of jurisdictional Q&As visit www.practicallaw.com/aviationfinance-guide.
Typical financing options for the purchase of an aircraft include:
Finance and operating leases.
Sale and lease back.
Creative financing structures (such as mortgage-covered bonds and other securitisation methods) have also been used to finance aircraft purchases.
Aircraft leasing companies that derive income from onshore or offshore leasing of aircraft or aircraft engines, or that provide finance for the acquisition of an aircraft by any airline company, may qualify for concessionary rates and limited exemptions from goods and services tax in Singapore. Under this scheme, an approved aircraft leasing company that derives income from the onshore or offshore leasing of any aircraft or aircraft engine can be granted a concessionary tax rate of 5% or 10% for a period of five years. Income from additional prescribed business activities will also qualify for this concessionary rate.
In addition to concessionary rates, loans undertaken by approved companies from non-resident lenders to finance the purchase of aircraft or aircraft engines enjoy exemptions from automatic withholding tax. The exemption applies to all qualifying payments made by approved companies for aircraft acquired on or before 31 March 2017.
For aircraft acquired on or after 1 March 2012, approved companies have the option to irrevocably declare the depreciation period of an aircraft over any number of years from between five and 20 years. Approved companies will no longer need to apply to the tax authority to make these declarations.
Finance leases or other leasing instruments that grant the lessee an option or right to purchase the aircraft are deemed hire-purchase agreements for tax purposes, provided that the aircraft is not noted on the lessor's accounting records.
Singapore does not impose stamp duty on documents related to the financing of aircraft.
Registration and deregistration requirements
Under Chapter 1.3 of the Singapore Airworthiness Requirements, an applicant seeking to register an aircraft must complete the Civil Aviation Authority of Singapore (CAAS) Form CAAS (AW) 39 (Form 39). The applicant (either the owner or charterer) must be qualified to be the owner of a legal or beneficial interest in an aircraft registered in Singapore. The persons that are qualified to own a legal or beneficial interest in a Singapore registered aircraft are:
The government of Singapore.
Citizens of Singapore or of any Commonwealth country.
Bodies incorporated in Singapore, or in a Commonwealth country and having their principal place of business in some part of the Commonwealth.
Exemptions apply to aircraft chartered by demise to a person qualified to register the aircraft. Persons who are not qualified to register an aircraft can also apply for an exemption.
The applicant must produce documents showing either:
That the aircraft has never been registered.
Proof of cancellation of registration (if the aircraft was previously registered).
An irrevocable deregistration and export request authorisation can also be submitted to the CAAS at the time of registration.
In addition, the applicant must apply for a noise certificate (paragraph 51(3)-(5), Singapore Air Navigation Order). This application must be made using Form CAAS (AW) 143.
The applicant must separately apply to the Singapore Infocomm Development Authority for a radio station licence in order to operate radio equipment on board the aircraft. A certificate of registration must be obtained from the CAAS and submitted together with the application for the radio station licence.
The CAAS can require additional documents from the applicant. The aircraft will also need a certificate of airworthiness before it can commence operations.
There is no register of aircraft mortgages in Singapore. There is also no separate mortgage register maintained in respect of aircraft spare parts and engines.
However, mortgages, rights or interests over aircraft, spare parts and engines that are capable of registration under the Convention on International Interests in Mobile Equipment (Cape Town Convention) can be registered with the International Registry of Mobile Assets. Additionally, a Singapore company, or a foreign company registered under the Companies Act (Cap. 50) and having a place of business in Singapore, that grants a mortgage or any other interest over an aircraft, spare parts and/or engines that is not capable of registration under the Cape Town Convention must register the relevant interest with the Accounting and Corporate Regulatory Authority in Singapore.
There are no limitations on who can be considered a mortgagee.
An aircraft registered in Singapore can fly in Singapore. An aircraft that is not registered in Singapore cannot fly in Singapore unless it:
Is registered in a contracting state to the Convention on International Civil Aviation or a state recognised under Part II of the Air Navigation Order.
Holds a valid certificate of airworthiness under the law of the country in which the operator or aircraft is registered.
Complies with other requirements relating to aviation safety.
An aircraft registered in Singapore must, at a minimum, carry the following documents:
Certificate of airworthiness.
Certificate of registration.
Telecommunications licence and log book.
Certified true copy of the air operator certificate, if the flight is for the purpose of public transport.
Flight crew must also carry their licences on board.
Proof of registration is not evidence of ownership.
Every aircraft registered in Singapore is subject to the regulatory framework for aviation safety set out in the Air Navigation Act.
Singapore criminal laws generally apply to acts or omissions taking place on board a Singapore registered aircraft while flying anywhere in the world.
Not applicable. There is no register for aircraft mortgages in Singapore.
Not applicable. There is no register for aircraft leases in Singapore.
The applicant must submit an application to the Civil Aviation Authority of Singapore (CAAS) on Form CAAS (AW) 29 along with an application fee. The applicant must submit:
An export certificate of airworthiness.
A list of modifications and repairs carried out on the aircraft after manufacture.
The application fee is:
S$55 if the aircraft's maximum total weight does not exceed 3,000kg.
S$55 plus S$6.60 for every additional 1,000kg, if the maximum total weight exceeds 3,000kg.
The length of time needed for the CAAS to issue a certificate of airworthiness depends on a number of factors. After receiving an application, the CAAS may conduct an investigation, including physical surveys of the aircraft. The applicant must also provide to the CAAS (among other things):
A list of applicable airworthiness directives.
A statement of compliance with the Singapore Airworthiness Notices.
Weight and balance schedules.
A noise certificate.
Additional documents are required if the aircraft either:
Is a "first of type" in Singapore.
Has previously been in service.
Appendix 1, Chapter 2.2 of the Singapore Airworthiness Requirements sets out the relevant required documents in full.
In some cases, a foreign certificate of airworthiness can be validated to allow a Singapore registered aircraft to be flown to Singapore without issuing a Singapore certificate of airworthiness.
An aircraft that is deregistered (or not registered) cannot fly in Singapore. Limited exceptions relating to flight inspections and certification apply. In addition, the Civil Aviation Authority of Singapore (CAAS) will cancel any irrevocable deregistration and export request authorisation (IDERA) or certified designee confirmation letter (CDCL) previously registered with the CAAS.
The request for deregistration can be made by any of the following persons:
The party holding a valid certificate of registration.
The party authorised under the IDERA.
The certified designee under the CDCL (where applicable).
The applicant must submit the following documents:
Original copy of the certificate of registration.
Original copy of the certificate of airworthiness.
Original copy of the flight manual approval letter.
Original copy of the maintenance schedule approval letter (if applicable).
If the aircraft is to be exported, a copy of the export permit issued by the Controller/Registrar of Import and Export.
If a Singapore registered aircraft is leased to a foreign operator for more than six months, the CAAS usually requires that the aircraft be deregistered from the Singapore register.
Not applicable. There is no register for aircraft mortgages in Singapore.
Not applicable. There is no register for aircraft leases in Singapore.
Transfer of title
Legal title is typically transferred under a sale and purchase agreement. Aircraft sale and purchase agreements generally include terms that oblige the respective parties to register and/or deregister their interests in the airframe and engine(s) with the International Registry of Mobile Assets under the Convention on International Interests in Mobile Equipment (Cape Town Convention). The registration and deregistration of interests with the International Registry is governed by Articles 33 and 38 of the consolidated text of the Cape Town Convention.
Transfers of legal title under a bill of sale that do not fall within the scope of the Cape Town Convention must be attested and registered with the registry established under the Bills of Sale Act (Cap. 24). Airframes (including all installed, incorporated or attached accessories, parts and equipment) and engines are listed in Article 2 of the consolidated text of the Cape Town Convention as interests that fall within the scope of this Convention.
A sale and purchase agreement must be considered in its entirety to ascertain the obligations of the parties with regards to the payment of any tax, stamp, excise or similar duty.
Where there is a change of ownership of an aircraft, any certificate of registration in force must be cancelled. The new owner can apply for a fresh certificate of registration, if required. See Question 3 for details on the aircraft registration procedure.
Notarisation of transfer documents is not required for documents executed or to be used in Singapore.
See above, Airframe.
There are no specific validity requirements for aircraft mortgages.
There are two types of mortgages, legal and equitable mortgages. A legal mortgage complies with all the applicable formalities necessary to create an ordinary mortgage. In Singapore, mortgages are commonly executed by deed. An equitable mortgage complies with some, but not all, of the formalities necessary to create a legal mortgage. The main difference between a legal and equitable mortgage is that a legal mortgage takes priority over an equitable mortgage, subject to narrow exceptions.
Singapore does not have a dedicated register for mortgages, charges or liens created over aircraft. However, rights or interests over aircraft capable of registration under the Convention on International Interests in Mobile Equipment (or the Protocol to the Convention) can be registered with the International Registry of Mobile Assets in Singapore. A contract of sale, or any agreement in writing creating or providing for an interest relating to an aircraft object that the holder of the interest can identify and dispose of, is a registrable interest.
Aircraft liens that qualify as non-consensual rights or interests can be registered with the International Registry. See Question 29 regarding the position on aircraft liens.
If the right or interest is not capable of international registration, the right, interest or any other security document, to the extent that a company creates a charge (including a mortgage) under that right, interest or document, must be registered with the Accounting and Corporate Regulatory Authority of Singapore (ACRA) within 30 days of the creation of the charge.
A charge that must be registered with the ACRA, but is not registered as required by the Companies Act (Cap. 50), is void against the chargor's liquidator or creditor. However, non-registration does not affect the underlying debt due by the chargor.
Notarisation is not required for security documents executed and to be used in Singapore.
There is no register of aircraft mortgages or charges in Singapore. However, securities that are capable of registration under the Convention on International Interests in Mobile Equipment (Cape Town Convention) can be registered with the International Registry of Mobile Assets.
The Cape Town Convention confers priority to registered interests (including a mortgage creating or providing for a registrable interest) over any other subsequently registered interest, and over any unregistered interest.
See Question 10 for details on security interests that are not capable of registration under the Cape Town Convention.
See Question 14.
Other forms of security
Generally, there are four relevant types of security interests under Singapore law:
A charge is a right in or over a particular asset, or class of assets, to be appropriated for the satisfaction of a debt on the occurrence of a specific event (that is, an event of default). A charge does not allow the chargee to transfer ownership or take possession of the asset, but is a mere encumbrance. The debtor retains both possession and title. A charge registered under the Convention on International Interests in Mobile Equipment allows the charge holder to apply to the Singapore courts to vest the object covered by the charge in the chargee.
By contrast, a mortgage provides the right to transfer the ownership and/or take possession of the asset on an event of default.
In the context of security, an assignment is the transfer of a party's benefit under a contract to a creditor. An assignment must be:
Notified to any persons against whom the assignor can enforce the assigned rights.
A lien confers a right to retain lawful possession of the debtor's assets until the time the claim is satisfactorily met. However, the holder of a lien only has a passive right to detain the property of another until its claim is met. The lien holder does not have a right of appropriation over the property, unless this right is conferred by statute or under a contract. In the absence of a statutory or contractual power of sale, the holder of a lien must apply to court if it wishes to sell the goods in satisfaction of the debt.
A corporate owner can grant security interests in order to secure its financial obligations, subject to compliance with the:
Provisions of its memorandum and articles of association.
Prohibitions relating to loans to directors and related companies, financial assistance and so on (Companies Act).
In addition to private security interests, the Civil Aviation Authority of Singapore can impose a statutory lien over an aircraft if any levy or service charge imposed in respect of an aircraft is not satisfied by the due date for payment (Civil Aviation Authority of Singapore Act (Cap. 41)). This statutory lien ranks after any security interest (other than a floating charge) created before the statutory lien arises.
See above, Airframe.
There are no other forms of security over an aircraft that can be registered. See Question 14 for details on the forms of security over an aircraft.
Transfer of security
Charges, mortgages, assignments and liens can be transferred or assigned to another person under Singapore law. If the security interest was created by contract, the relevant provisions of that contract generally govern the transfer.
If the holder of a security interest is or is likely to become insolvent or bankrupt, a transfer of its security interest can be rendered void if either:
It is transferred at an undervalue.
The transfer unfairly prefers a creditor.
An undervalue transaction is a transaction entered into for consideration that is significantly less than the value of the consideration provided by the other party.
The International Registry of Mobile Assets and/or the Accounting and Corporate Regulatory Authority of Singapore (ACRA) must be notified of a transfer of security interests if the interests were previously registered with these bodies.
The assignment of a registrable interest under the Convention on International Interests in Mobile Equipment must:
Be in writing.
Comply with the requirements of Article 32 of the Convention.
Enforcement of security and repossession
A mortgagee seeking to take possession of an aircraft must look at the mortgage documents in its entirety to determine if the terms of the mortgage allow him to take possession of and/or sell the aircraft. A mortgagee must ensure that it complies with the terms of the mortgage allowing him to take possession of and/or sell the aircraft (if any).
Mortgage documents typically provide the mortgagee with the right to seize or otherwise take possession of the aircraft on an event of default. Typical events of event include the following:
Mortgagor's failure to pay sums due under the mortgage.
Cancellation of any of the licences, permits or approvals that are material to the mortgagor's business.
Insolvency of the mortgagor.
Any material adverse changes.
A security holder seeking to take possession of an aircraft must consider all the relevant security documents to determine if it is entitled to do so.
A security holder that can repossess the aircraft can file an originating summons in the Singapore courts seeking recovery of the aircraft, specifying that the lessee should not be entitled to retain the aircraft by paying a sum of money. If this is not specified, the debtor has the option of either:
Returning the aircraft to the security holder.
Retaining the aircraft by paying a sum equivalent to its assessed value.
The summons must be supported by an affidavit describing the specific aircraft and the facts, matters and circumstances relied on to show why specific delivery is sought. The security holder can also apply for an injunction ordering the detention, custody or preservation of the aircraft.
If the security holder obtains a judgment in its favour, it can issue a writ of specific delivery to recover the aircraft. The writ is valid for 12 months from the date of its issue. The writ is directed to the court sheriff to seize and deliver the aircraft to the security holder. The court can specify a time frame by which the aircraft must be delivered. The court sheriff typically executes a writ of delivery within two to three weeks.
Singapore law generally allows parties to a contract to choose a foreign law to govern that contract.
In certain circumstances, the parties' choice of foreign law may not be effective. Local law may apply despite a choice of foreign law if either:
The choice of law results in any direct or indirect enforcement of a foreign penal, revenue or public law.
The choice was not made in good faith (for example, to avoid the application of the laws of another jurisdiction).
Where the International Interests in Aircraft Equipment Act (Cap. 144B) or its applicable Protocol apply, the right of the parties to agree on the governing law for their agreements is set out in the relevant domestic act implementing the Convention on International Interests in Mobile Equipment.
Foreign judgments can be enforced under the:
Reciprocal Enforcement of Commonwealth Judgments Act (Cap. 264) (RECJA).
Reciprocal Enforcements of Foreign Judgments Act (Cap. 264) (REFJA).
A judgment obtained in a superior court of the UK or other prescribed Commonwealth countries (such as New Zealand, Malaysia or Australia) can be registered under the RECJA and enforced as if it was a judgment issued by the Singapore High Court.
However, a Commonwealth judgment will not be registered in any of the following circumstances:
The original court acted without jurisdiction.
The judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the original court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of that court.
The judgment debtor, being the defendant in the proceedings, was not duly served with the process of the original court and did not appear, regardless of whether he was ordinarily resident or was carrying on business within the jurisdiction of that court, or agreed to submit to the jurisdiction of that court.
The judgment was obtained by fraud.
The judgment debtor satisfies the registering court that either:
an appeal is pending against the judgment; or
he can and intends to appeal against the judgment.
The judgment was in respect of a cause of action which, for reasons of public policy or for some other similar reason, could not have been entertained by the registering court.
Judgments issued by the superior courts of Hong Kong can be registered under the REFJA, as a gazetted jurisdiction. To date, no other jurisdictions have been gazetted under the REFJA.
The common law allows foreign judgments to be enforced in Singapore if all the following conditions are met:
The judgment is issued by a court of law of a foreign country on a matter of substance.
The judgment is final and conclusive under the law of that country.
The judgment is for a fixed or ascertainable sum of money.
The foreign court had international jurisdiction (as defined by Singapore law) over the debtor in the local proceedings.
A foreign court has international jurisdiction if the judgment debtor either:
Was present or resident in the territory of the foreign country at the time of commencement of the foreign proceedings.
Submitted or agreed to submit to the jurisdiction of the foreign court.
Other forms of security
See Question 19.
If the Convention on International Interests in Mobile Equipment (Cape Town Convention) applies, the lessor can take possession or control of any aircraft object without judicial intervention in the event of a default, provided that the aircraft lease expressly allows the lessor to do so (Article 12, consolidated text of the Cape Town Convention).
If the aircraft lease does not expressly allow the lessor to take possession of the aircraft, the lessor can apply for a court order authorising or directing the lessee to transfer possession and/or control of the aircraft to the lessor.
The same procedure applies as in the case of aircraft mortgages and other forms of security interests (see Question 19).
See Question 19.
See Question 21.
Cape Town Convention
Singapore deposited its instrument of accession to the Cape Town Convention and the Protocol to the Convention on 28 January 2009, which both came into force in Singapore on 1 May 2009. The Convention and the Protocol were implemented into domestic law by the International Interests in Aircraft Equipment Act (Cap. 144B).
At the time of accession, Singapore made declarations under Article XXX(1) and (3) to apply Articles XII and XIII of the Protocol to the Convention. Singapore subsequently made a declaration on 26 April 2010 to apply Article VIII, which took effect on November 2010.
There have been no reported cases of conflict between the Cape Town Convention and Singapore law. In the case of inconsistency between the International Interests in Aircraft Equipment Act (Cap. 144B) and any other law, the provisions of the Act prevail (section 3(2), International Interests in Aircraft Equipment Act).
No rights or interests can take priority over registered interests in insolvency proceedings, except for non-consensual rights or interests of a category covered by a declaration under Article 39(1) of the Cape Town Convention (section 4(15), International Interests in Aircraft Equipment Act (Cap. 144B)). Non-consensual rights or interests are defined as rights or interests conferred by Singapore law to secure the performance of an obligation.
Singapore submitted a declaration to specify the categories of non-consensual rights or interests, but the declaration does not appear to designate any general or specific category of rights or interests.
Examples of non-consensual rights or interests that arise under Singapore law include:
Rights under the Contracts (Rights of Third Parties) Act (Cap. 53B).
However, this issue has not been tested in Singapore, and guidance from the courts is awaited as to which rights or interests can be construed as non-consensual for the purposes of the Cape Town Convention.
Singapore did not file a declaration in respect of registrable non-consensual rights or interests under Article 40 of the Cape Town Convention.
Singapore made a declaration under Article XXX(3) in respect of Article XI, which provides for the application of Alternative A in its entirety to all types of insolvency proceedings.
Singapore declared that an insolvency administrator or debtor must give possession of the aircraft object to a creditor no later than the earlier of:
30 calendar days from the occurrence of an insolvency-related event.
The date on which the creditor can possess the aircraft object.
An IDERA is usually filed with the Civil Aviation Authority of Singapore at the time of registration of the aircraft. However, the holder of the certificate of registration or the party entitled to register the aircraft in Singapore can submit the IDERA at any time.
If the party submitting the IDERA is a company, a letter of authorisation or a power of attorney must accompany the IDERA. Notarisation and/or legalisation may be required if the documents originate from outside Singapore.
The IDERA submitted must be in the format set out in Form CAAS (AW) 135 (Annex, International Interests in Aircraft Equipment Act (Cap. 144B)). No deviation from this format is accepted.
Description. This is the official Singapore Government website for online publication of legislation. This service is provided by the Legislation Division of the Attorney-General's Chambers.
Shi Yan Lee, Solicitor
Kennedys Legal Solutions Pte. Ltd.
Professional qualifications. Singapore, Advocate and Solicitor; Victoria, Australian Lawyer
Areas of practice. Aviation law.
Non- professional qualifications. Juris Doctor, University of Melbourne; Bachelor of Applied Science (Aviation), RMIT
Languages. English, Chinese (Mandarin)
Professional associations/memberships. MSIArb, Singapore Institute of Arbitrators; Member, The Law Society of Singapore; Member, Singapore Academy of Law.
Publications. Singapore Chapter, The Aviation Law Review (Third Edition).