Last updated
Singapore stamp duty on shares is a flat 0.2% of the larger of two numbers: what the buyer pays, or what IRAS says the shares are worth. The hard part is the second number for a private company. This page shows the maths, the deadline and the penalties. IRAS figures were checked on .
How do you calculate stamp duty on shares?
Take the higher of the purchase price and the value of the shares, multiply by 0.2%, then round down to the whole dollar. If the answer is below S$1, you pay S$1.
IRAS gives this example for a company with only ordinary shares:
| Step | Figure |
|---|---|
| Total assets | S$850,000 |
| Total liabilities | S$300,000 |
| Net asset value (NAV) | S$550,000 |
| Shares in issue | 100,000 |
| NAV per share | S$5.50 |
| Shares transferred | 5,000 |
| NAV of those shares | S$27,500 |
| Stamp duty at 0.2% | S$55 |
If the buyer pays less than S$27,500, the duty is still S$55, because the value is higher. If the buyer pays more, the price is used instead.
How does IRAS value private company shares?
IRAS uses two rules, split by the age of the company.
- More than 18 months old: the value is the NAV of the shares transferred, worked out from the latest statement of accounts dated within 24 months before the transfer. If the company owns property, IRAS uses the property's market value on the document date when book value does not reflect it.
- 18 months old or less: the value is the total allotment price of the shares transferred, as long as the company owns no property. If it does own property, you prepare management accounts that show market value and are certified by a director or the company secretary.
Listed shares work differently: IRAS takes the average price on the Stock Exchange of Singapore on the document date.
Does a low price cut the duty?
Not when the NAV is higher. IRAS compares the price with the value and charges on the larger figure, so a symbolic price of S$1 for shares with a NAV of S$27,500 still gives S$55. The same applies to gifts. If you agree a price well below NAV, expect IRAS to look at the company's accounts. Agree the price with your accountant first, and keep the accounts you relied on with the stamped document.
What if the company has preference shares?
You split the NAV by the rights each class carries. IRAS publishes several examples. In one, preference shares rank first for return of capital and ordinary shares take the surplus. Moving 5,000 shares of each class gives NAV of S$25,000 and a duty of S$50. In another, where NAV is too low to repay the preference shares in full, the ordinary shares count as nil. Check the constitution and share terms before you run the sum, or ask your accountant.
Which transfers attract duty?
IRAS lists these as acquisitions that attract duty on the signed document:
- a purchase, shown by a share transfer instrument
- a gift, including a voluntary declaration of trust or settlement
- a dividend in specie from a company
- a distribution in specie when a company is wound up
- a distribution from a deceased estate that does not follow the Will, the Intestate Succession Act or Muslim law of inheritance
A declaration of trust that does not change beneficial interest pays a fixed S$10. Where beneficial interest does change, the full rate applies.
When must you stamp the document?
IRAS says to stamp before you sign. If you sign first, you avoid penalty by stamping:
- within 14 days after signing, if signed in Singapore, or
- within 30 days after receiving it in Singapore, if signed overseas.
You stamp online through the myTax Portal (Stamp Duty login). IRAS has posted a downtime: the portal is unavailable from to , and duty due between and moves to .
What does late stamping cost?
| How late | Penalty |
|---|---|
| Up to 3 months | The greater of S$10 or the duty payable |
| More than 3 months | The greater of S$25 or 4 times the duty payable |
On the S$55 example, that is S$55 if you are a few weeks late, and S$220 after three months. IRAS can also appoint your bank, employer or tenant to recover the duty, issue a Travel Restriction Order that stops you leaving Singapore, or take legal action. A voluntary disclosure can reduce the penalty to 5% of the late payment for each year of non-compliance, but only if it qualifies under the IRAS programme.
What should you keep after stamping?
Keep the stamped instrument of transfer, the accounts or management accounts used for the value, and the payment record from myTax Portal. IRAS may ask how you reached the value. If you stamped late and received a penalty notice, pay the duty and the penalty by the due date in the notice to avoid further penalties.
What else does a share transfer need?
Stamp duty is only the IRAS part. The company must also update its members on ACRA, and the transfer is not complete until that is done. Our guide to transferring shares gives the steps and the Bizfile filing. If you are creating shares rather than moving them, see issuing new shares.
When you want a provider to prepare the instrument and file for you, the quote form on the next page reaches firms that do this. We are an independent guide, not IRAS or ACRA, and we do not stamp documents.
Sources
- IRAS: Buying or acquiring shares: rate, valuation rules, worked examples, trust deed duty.
- IRAS: When to pay stamp duty: stamping deadlines and the portal downtime notice.
- IRAS: Late payment or non-payment of stamp duty: penalty amounts and enforcement.
