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Transfer of shares in Singapore

Transfer of shares in a private limited company — a procedure when a shareholder sells all of his shares or some of them to a company or an individual. It must happen in accordance with the company’s Constitution and the legal requirements.

Transfer of shares in Singapore
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Additional services you might need

  • Company stampS$60A company stamp (company seal) is used to validate official documents, like contracts, certificates, deeds, etc. Company seals contain the name and registration number of the company. As of 2017, it is not obligatory to use them in Singapore, though it is still a common practice. Your company secretary is in charge of keeping and using it.
  • Striking off a dormant companyS$600
  • CorpPass RegistrationS$100Use your CorpPass to report to and interact with the IRAS (Inland Revenue Authority of Singapore), ACRA (Accounting and Corporate Regulatory Authority), and Singapore customs. Whether you are a local or foreigner with a Singapore business, we set up your CorpPass Account quickly without registering for extra documents like a SingPass ID.
  • Striking off a companyS$400Striking off means closing down a local company. If the company is no longer doing business, an application should be made to the Accounting and Corporate Regulatory Authority to strike the company’s name off the Companies Register.

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  • What papers form the transfer of shares’ set of necessary documents?

    There are quite a few documents to take care of. Firstly, it’s the Directors’ Resolutions in Writing (DRIW) to note the purchase, sale or the acceptance of shares and authorize the actions related to the process such as the usage of the company’s Seal, the compiling of papers and the duty payment to IRAS.

    Secondly, one will need to prepare the Instrument of Transfer – it signifies that both sides of the deal agree to go on with it.

    Thirdly, IRAS demands to prepare the Working Sheet based on the company’s latest accounts.

    Lastly, the transfer of shares implies reissuing the Share Certificates (the documents that specify the ownership of the shares). The old ones have to be tendered and returned back to the company for cancellation for the shares that were sold before issuing new Share Certificate(s) to the buyer. The issuance of the Share Certificate is authorized by the affixation of the company’s Common Seal.

    To accomplish a legal transfer of shares, a corporate secretary also must update the company’s registers and report to ACRA about the deal.

  • Which authorities oversee the transfer of shares?

    ACRA and IRAS do. ACRA is Accounting and Corporate regulatory authority, it collects the information about the transfer of shares. IRAS stands for “Inland Revenue Authority of Singapore”, it collects the relevant duties.

  • What’s a stamp duty?

    A stamp duty is a transfer of shares-related fee that is collected by IRAS. The size of the duty is calculated based on the Working Sheet. For more detailed information, see the IRAS website.

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