Transfer of Shares for Singapore Private Limited Companies

In Singapore, a private limited  (Pte Ltd) company may appoint up to 50 local or foreign shareholders. These shareholders are considered owners of the company and entitled to sell or transfer their shares at any time. 

However, unlike selling shares in a public company, transferring shares in a private company seems more complex since the company shall not issue shares to the public. Moreover, the transfer of shares in Singapore has to be as per the procedures laid down by the regulating authorities.

If you plan to establish a private company in Singapore, it is important to learn the general procedure of share transfers so you can ensure that your future transfer of shares is not deemed invalid.

An overview of share transfer in Singapore

Share transfers in Singapore are governed by the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS). Generally, the transfer of shares involves the directors’ resolution, the transferor (seller) and transferee (buyer), execution of the ACRA share transfer form. In addition, it also involves payment of accurate stamp duty, notification of transfer of shares, filing of shareholder registers with ACRA, and updating of electronic lists of members in the case of private companies.

There may be various reasons behind the transfer of shares. For example, shareholders can choose to sell their shares because they have:

• a minority stake in the company and are now trying to realize the value of their investment;
• shares as part of an employee share scheme, and the company wants them to sell them before moving on to another job;
• plans to expand the company. The company’s founders can choose to sell some of their shares to investors to raise capital or leave the company entirely.

Documentation for transfer of shares

Commonly, when a Singapore company’s shareholder wishes to transfer part of their shares to another shareholder or a non-member of the company, they must include the following documents in the process:

• A share transfer form (instrument of transfer);
• A notice of transfer;
• A written board resolution;
• A share certificate; 
• A  stamp duty acknowledgment; and
• A waiver of pre-emptive rights.

Each of these documents will be explained later below.

Procedure for transfer of shares in Singapore

The procedure consists of three stages:

1. Pre-application 

Before transferring shares, the transferor needs to pay attention to the following points:

Preparation

The first step of any share transfer is the establishment of the foundation of the transfer. In most cases, companies in Singapore hire a lawyer to prepare a contract for the share transfer. The contract should clearly state the basis of the transfer, especially when it comes to the sale price (it may be fixed or pegged to the company’s future profits. 

Restriction checking

Find out if there are any restrictions to share transfers in your company. Typically, for the transfer to occur, there must be approval from the company’s directors. Therefore, it is advisable to discuss your transfer plans with the board before proceeding. 

Pre-emptive rights

Pre-emptive Rights refer to existing shareholders’ first rights to any share that is being offered. If your company’s constitution specifies them, you must first offer shares that you are likely to transfer to other existing shareholders before offering them to external parties.

You will have to send a notice of transfer to notify other shareholders that shares are being offered and to see if they decide to exercise their pre-emptive rights. If no one is interested in the offer, they will have to sign a consent for a waiver of pre-emptive rights. Then,  after collecting this consent paper, you can proceed to the next stage.

2. Application

At this primary stage, the transferor will start applying for approval and paying stamp duty.

Signing the notice/instrument of transfer

A notice of transfer (also known as the instrument of transfer) is an official document that signifies the transferor’s approval to transfer and the transferee’s approval to receive shares. Therefore, both parties must sign this document for the transfer procedure to begin. 

Since the shareholders of a Singapore private company can be individuals or corporate entities, the transferee may also be the former or the latter:

• If they are the person signing the notice of transfer, a witness must be involved.
• If they are a corporate entity signing the notice of transfer, the entity’s general stamp is required. The entity may also assign a representative to perform the signing.

Seeking board approval

Next, you will need to apply for approval from the company’s board by sending them a written request according to Section 128 of the Companies Act. Following this, the board has to decide whether to approve or not within 30 days. Overall, regardless of the results, everything must be carefully recorded in the written board resolution notes.

Furthermore, the board also must review the transfer and consider if any conflicts of interest could arise. For example, if the proposed new shareholder (transferee) disagrees with the company’s goals and policies, there could be conflict among the company’s shareholders. Therefore, in some reasonable circumstances, the board may refuse the transfer. If this is the case, a notice of refusal will be sent to the transferor and the transferee.

Paying stamp duty

Generally, stamp duty is a tax levied on the purchase of property or documents such as shares. This tax must be paid to the Inland Revenue Authority of Singapore (IRAS) in 14 days from the execution of the notice of transfer. However, if the notice of transfer is made outside of Singapore, then the stamp duty must be paid within 30 days of receipt in Singapore.

It is usually stated in the notice of transfer whether the transferor or the transferee will pay the stamp duty to transfer shares in Singapore. However, if it is not clearly mentioned in the document, the transferee will be responsible for the payment, following the Third Schedule of the Stamp Duties Act.

After the payment with IRAS, you will receive an acknowledgment form proving that you have paid the stamp duty. Note that late payment may result in a penalty. For additional information, click here.

3. Post application 

Finally, a few more steps need to be done before the share transfer procedure ends.

Giving up the old share certificate

A share certificate is a written document that serves as legal proof of ownership of shares. Your original share certificate needs to be surrendered to your company secretary once the share transfer is approved. The deadline can be determined by the board (usually between 7 and 28 days from the date the share transfer request was made).

Submitting the notice of transfer to ACRA

Subsequently, upon receipt of the previous share certificate, the board must notify the transfer of shares to ACRA by submitting the notice of transfer, pursuant to Section 126 of the Companies Act. In addition, the company must maintain the latest updated information of the company members with ACRA. Once ACRA has updated the electronic register of company members, the transfer will take effect.

Issuing the new share certificate

Eventually, the procedure ends with the issuance of the new share to the transferee. According to Section 130AE Companies Act, this must be done within 30 days from the date ACRA updates the company member register and must be done by the company secretary.

Conclusion

All things considered, transferring shares in a private limited company seems a little bit more complex than that of a listed company. Therefore, it is important to have everything double-checked before seeking approval from the board. To give you peace of mind, consider engaging a corporate service provider to assist you in executing your share transfer. Send us an email for inquiries or book a meeting with us to discuss your needs.

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