Procedure to transfer shares

What is the procedure to transfer shares in a Singapore private company to someone else?

The following documents will be required to effect the transfer of shares:

1.Instrument of Transfer executed by both transferor and transferee

2.Board resolution approving the transfer of shares

3.Previous Share certificate issued to the transferor (for cancellation purposes)

The Instrument of Transfer has to be stamped with the Inland Revenue Authority of Singapore (“IRAS”) within 14 days if the document is signed in Singapore. If the document is executed overseas, it has to be stamped within 30 days from the date of receipt in Singapore.

The stamp duty is calculated based on 0.2% of the purchase price or net asset value (“NAV”) of the company, whichever is higher.

If the company has been incorporated less than 18 months and for stamp duty purposes, the value of the shares transferred is the allotment price if the company does not own any property. If the company owns any property, the management accounts have to be prepared to determine the NAV of the shares.

The company is also required to lodge the Notice of Transfer of Shares with ACRA. The transfer of shares will only take effect until the electronic register of members is updated by ACRA.