Transferring shares in a Singapore company

Sign an instrument of transfer, pay IRAS stamp duty of 0.2% within 14 days, then update shares on Bizfile. The transfer only takes effect once ACRA updates the register of members.

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A share transfer in a Singapore private company has three parts: a signed instrument of transfer, stamp duty paid to IRAS, and a filing with ACRA. The transfer only counts once the Electronic Register of Members is updated. Details were checked on .

How much is stamp duty on a share transfer?

IRAS, the Inland Revenue Authority of Singapore, sets duty at 0.2% of the price paid or the value of the shares, whichever is higher. It rounds down to the nearest dollar. The minimum is S$1.

Item IRAS rule
Rate 0.2%
Base Higher of purchase price and value
Rounding Down to the nearest dollar
Minimum S$1
Deadline 14 days if signed in Singapore, 30 days after receiving it in Singapore if signed overseas

How does IRAS value private company shares?

If your company is in existence for more than 18 months, the value is the net asset value (NAV) of the shares being transferred. IRAS works that out from the latest statement of accounts dated within 24 months before the transfer. If the company owns property, the market value of the property replaces book value when book value does not reflect it.

For a company formed 18 months ago or less that owns no property, IRAS uses the total allotment price of the shares being transferred. If it owns property, management accounts are needed, certified by a director or secretary.

So a sale for a low price does not cut the duty if the NAV is higher. Talk to your accountant before agreeing a price that looks very low, because IRAS compares it with the NAV.

What does ACRA require?

ACRA says existing shareholders can transfer shares if both conditions hold: the shares are fully paid, and the transfer complies with the constitution. Company officers, such as a director or the secretary, file through the Update shares information service. A corporate service provider can file for you.

Prepare the UEN, the date of transfer, the new shareholder's full name, identification number, nationality and contact address, and the resulting shareholding. The contact address cannot be a P.O. Box and must be in the same country as the residential address. Add a proper instrument of transfer, which records the legal title passing to the new shareholder.

File within 14 days. The date you file is when a person officially becomes or stops being a member.

What are the steps on Bizfile?

ACRA's flow runs in four stages. Log in with Corppass as a business user and pick Update shares information, then Transfer of shares. Add the new shareholders, either one by one or in groups. Enter the transferor, transferee, currency, class, number of shares and paid-up amount. Review the before and after holdings and state whether the shares are held directly or indirectly by a corporation. Submit, then wait for the Bizfile notification.

Each transfer between the same two people is entered separately. If John sold Mary 100 shares in January and another 100 in March, those are two entries. ACRA also stops you from moving more than the transferor holds in that currency and class.

Why does the register matter?

ACRA states the transfer takes effect only after the Electronic Register of Members is updated. Until then, the seller is still the member on the public record. Update Bizfile before you celebrate the sale, and keep the register at the registered office or with your company secretary.

What mistakes should you avoid?

  • Filing before stamping. IRAS expects stamping before signing, or within the 14 or 30 day windows after.
  • Using price as the only base. Duty is on the higher of price and value.
  • Partly paid shares. ACRA's condition is that shares are fully paid.
  • Ignoring the 50 shareholder limit. A private company is capped at 50 shareholders, and Bizfile flags it. A larger group points to a different company type, see private limited company.
  • Skipping advice. ACRA warns that share filing errors can need a Notice of Error or a court order to fix.

Does a gift or family transfer change anything?

Not for the filing. IRAS lists share purchases, gifts, distributions in specie and some estate distributions as acquisitions on which duty is payable, again on the higher of price or value. A transfer to a relative for no payment still needs the instrument, stamping and the ACRA filing. A declaration of trust that does not change beneficial ownership carries a fixed duty of S$10 according to IRAS, but a trust that does change who benefits attracts full duty. If the situation involves a trust, a deceased shareholder or a foreign party, ask a lawyer first.

What should your file hold afterwards?

Keep the signed and stamped instrument, the IRAS stamp certificate, the Bizfile notification, the updated register and the accounts used to value the shares. Banks, investors and later buyers often ask for all five.

What about new shares rather than a transfer?

A transfer moves existing shares between people. If the company creates new shares, the steps differ. See issue new shares. If the buyer will also join the board, see change a director.

Independent guide

SingaporeCompanySetupGuide.com is an independent guide, not IRAS, ACRA or a law firm. We are paid by partners for referrals. Use the quote form to send your request to suitable providers that prepare the instrument, handle stamping and file with ACRA. They reply with their own prices.

Sources

How to transfer shares in a Singapore private company

  1. Check the constitution

    Confirm the shares are fully paid and the constitution allows the transfer. Some constitutions give directors or other shareholders a say.

  2. Sign the instrument of transfer

    Seller and buyer sign a proper instrument of transfer. It records the legal title moving to the new shareholder.

  3. Pay stamp duty with IRAS

    Stamp the document online, paying 0.2% of the higher of price or value. Stamp within 14 days of signing in Singapore.

  4. File the transfer on Bizfile

    Log in through Corppass, open Update shares information, choose Transfer of shares, add the new shareholder and the transfer details, then review and submit.

  5. Update the register

    Check that the Electronic Register of Members shows the new holding. Keep the stamped instrument and the Bizfile notification.

Good to know

Questions people ask

How much is stamp duty on a share transfer in Singapore?

IRAS charges 0.2% of the purchase price or the value of the shares, whichever is higher. The result is rounded down to the nearest dollar, with a minimum duty of S$1. For private company shares, value usually means net asset value.

When must I pay stamp duty on a share transfer?

IRAS says stamp the document before signing. If you stamp after signing, do it within 14 days when signed in Singapore, or within 30 days of receiving it in Singapore when signed overseas, to avoid penalties.

Do I have to file a share transfer with ACRA?

Yes. ACRA says companies must report a transfer between shareholders through the Update shares information service within 14 days. The transfer takes effect only after ACRA updates your Electronic Register of Members.

What documents do I need to transfer shares?

You need a proper instrument of transfer signed by the parties, the company's UEN, the date of transfer, and the new shareholder's name, ID number, nationality, contact address and shareholding. The shares must be fully paid and the constitution must allow the transfer.

Is stamp duty payable on shares given as a gift?

IRAS lists a gift of shares as a way of acquiring shares on which stamp duty is payable. Duty is charged on the higher of actual price or value, so a nil price does not by itself mean nil duty.

Who files the transfer, and what does it cost at ACRA?

A director or company secretary can file, or a corporate service provider can file for you. ACRA's current fee table does not list a charge for the transfer, but confirm on the Bizfile payment screen. ACRA says to get professional help if you are unsure.

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