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Q：
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What is transfer of shares in a Singapore Private Company?
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A：
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A Singapore Private Company may have minimum of 1 and up to 50 local or foreign shareholders. The shareholders of a company are considered as owners and when they wish to sell their shares for reasons such as retirement, gifting or realising their investment, it can be done through transfer of shares to another party. The shareholder intending to sell their shares will be referred as the “transferor”, while the shareholder intending to receive the transferred shares will be referred as the “transferee”.
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Q：
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Which authorities govern the transfer of shares in a Singapore Private Company?
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A：
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Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) and Inland Revenue Authority of Singapore (“IRAS”) do. ACRA collects the information about the transfer of shares and IRAS collect the relevant duties for transfer of shares.
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Q：
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Do we need to pay any tax for transfer of shares in a Singapore Private Company?
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A：
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Yes, the transferee will be liable to a stamp duty for transfer of shares. Stamp duty is payable on 0.2% of the actual price or market value of shares, whichever is the higher amount. You are required to stamp the document within 14 days after signing the documents if it is signed in Singapore or within 30 days after receiving the documents in Singapore if the documents is signed overseas.
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Q：
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What are the required documents for transfer of shares in a Singapore Private Company?
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A：
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Share transfer instrument, duly signed by both transferor and transferee;
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Board resolutions to approve the transfer of shares;
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Notice of transfer to be lodged with ACRA;
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Old share certificate for cancellation; and
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IRAS acknowledgement of payment for stamp duty.
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Q：
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What are the steps to transfer shares in a Singapore Private Company?
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A：
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Both transferor and transferee sign a share transfer instrument in presence of a witness.
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To find out if there are any restrictions to share transfers in the company.
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The board of directors approve the transfer of shares through a resolution.
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Arrange the share transfer instrument to be stamped by IRAS within 14 days (if signed in Singapore) or 30 days (if signed overseas) and pay the necessary stamp duty.
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The company lodges a notice of transfer with ACRA and update the register of members and transfer accordingly.
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The transferor will have to surrender his or her original share certificate to the company secretary for cancellation and the company secretary will issue a new share certificate to the transferee within 30 days after the lodgement with ACRA.
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