Transfer of shares in Singapore private limited companies is a fairly easy process and your consultant may be charging a fortune for the same. This post will be explaining the procedures for the same if you wish to do it yourself.
Documentation for transfer of shares
- Share transfer form
- Board resolution
- Letter of waiver of pre-emptive right
- Old share certificate (from which shares are being transferred)
Steps in completing the share transfer
- Stamp duty needs to be paid on the share transfer form.
- ACRA lodgement for transfer of shares need to be made.
- Issuance of new share certificate and cancellation of old share certificate
- Updating register of members and register of transfers
Please also not that if ACRA lodgement for transfer of shares is done by yourself as a director of company, incoming shareholder will need to login to bizfile website via their singpass to endorse the transfer of shares.
If you wish to avoid the endorsement or the shareholder do not have a singpass or is a foreigner, you will need to hire services of a Corporate Services Provider to complete the lodgement with ACRA using their professional number.
Things to know about share transfer form
- Signatures of both transferor and transferee shall be witnesses by anyone who is more than 18 years of age except their spouse.
- Share transfer form can not be signed in counterparts. i.e. both transferee and their respective witnesses must sign on the same sheet of paper.
- Any change, overwriting or amendment on share transfer form must be countersigned by both transferor and transferee.
Board resolution for transfer of shares
Board resolution for transfer of shares must approve transfer of shares and apart from it, it must resolve to cancel old share certificate and issue new share certificate. It shall also resolve to authorize affixation of common seal on the new share certificate as well resolve to update register of directors and register of members accordingly.
Waiver of preemptive rights
Shareholders of a private limited company generally have preemptive rights which are given to them by the articles of association of the Company.
In case the share transfer is affecting this right, all non participating shareholders must agree in writing through this document that they agree to the proposed transfer.
NIL Consideration for transfer of shares?
If the consideration for transfer of shares is kept as NIL, it will amount to gift of share and a gift deed will be required instead of share transfer form. Stamp duty shall nevertheless be payable on gift deed. To avoid requirement of gift deed, a token consideration of $1 can be kept for any number of shares being transferred.
I shall be writing separately in my next blog post regarding stamp duty payment on transfer of shares.
Fill in the contact form below if you wish to get a professional quote for transfer of shares in your Singapore Company or if you have any other query in this regard: