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.
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Q&A
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 FAQ.
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