OG founder's son loses tax battle over dad's estate

Australian court upholds tax commissioner's demand for $29m in landholder tax to be paid

The son of the late OG department store founder Tay Tee Peng has lost a A$27.9 million (S$29.6 million) tax fight in an Australian court, which ruled the amount was to be paid for 33 million shares in real estate company Memocorp Australia which he acquired from his father's estate.

These shares are subject to the landholder tax in New South Wales (NSW), a duty paid when acquiring a substantial stake in a landholder.

A unit trust scheme, a private company, or a listed company that has land holdings in NSW with a value of at least A$2 million will be considered a landholder.

The son, Mr Tay Chwan Yi, argued that the shares were acquired based on a 2002 will made by his father, who died on Nov 30, 2013, aged 92, and that the shares were therefore exempted from the tax .

But the Australian tax commissioner disagreed, saying that Mr Tay Chwan Yi's interest was not acquired "solely" as a result of the distribution of the estate.

The tax commissioner said the transfer was made following a 2014 agreement between him and three siblings, and not due to their father's will.

In judgment grounds issued last week, NSW Supreme Court Justice Richard White agreed with the taxman, after hearings last year.

"I do not accept that the shares were acquired by (Mr Tay Chwan Yi) solely as a result of the distribution," said the judge.

Mr Tay Tee Peng, who lived in Singapore, left an estate worth more than $1.7 billion in all, including his shares in companies.

He opened the first OG store in Chinatown in 1971. He also founded Ocean Garments that made and sold women's fashion items at department stores in Singapore.

He also owned shares in several companies in Australia, Hong Kong, China and Singapore, and held a 51 per cent stake in OG.

After provisions for two daughters and Nanyang Technological University, the balance of Mr Tay Tee Peng's estate was to be shared among his four remaining children.

Mr Tay Chwan Shih, the eldest child, was to receive 31 per cent of the balance, Mr Tay Chwan Yi was to get 29 per cent and two other daughters, 20 per cent each.

But these four siblings sought to preserve their father's legacy by retaining ownership of his companies, instead of selling them.

They entered into a formal agreement in February 2014, under which Mr Tay Chwan Yi would get all of his father's shares in Memocorp. The son would, among other things, buy out the shares in Memocorp from his three siblings.

In return, Mr Tay Chwan Yi would sell all his existing shares in OG to his elder brother and his shares in a China-based fashion company to one sister.

In May 2014, the estate's executors transferred 33,053,508 shares in Memocorp to Mr Tay Chwan Yi.

As Memocorp was a landholder, the landholder tax was payable.

However, lawyers for Mr Tay Chwan Yi argued that an exemption under the law applied, as the transfer was effected "solely" to distribute to Mr Tay Chwan Yi his share of his father's estate.

Mr Tay Chwan Yi's Australian law firm Allens declined to comment yesterday when asked if he was considering an appeal.

Forbes magazine listed the Tay family as among Singapore's 50 Richest People for 2016, with extensive real estate holdings in Singapore and Australia through their privately held Memocorp.

A version of this article appeared in the print edition of The Straits Times on April 14, 2017, with the headline 'OG founder's son loses tax battle over dad's estate'. Print Edition | Subscribe