- 01Check approvals
- 02Sign the transfer
- 03Stamp the document
- 04Update ACRA
Signed in Singapore
IRAS: stamp within 14 days after first signing.
Signed overseas
IRAS: stamp within 30 days after receipt in Singapore. Electronic documents have specific execution and receipt rules.
Separately, ACRA requires ownership updates within 14 days. Stamp before lodging. A private-company transfer takes effect on the EROM update. Agree the dates with your secretary or CSP; do not wait for the end of the stamping window.
A share transfer moves existing shares from one owner to another. It is not the same as issuing new shares. For a Singapore private company, plan the approvals, stamp duty and ACRA filing together. One does not replace the others.
01Agree what is changing
Check the company's constitution and any shareholders' agreement before signing. Confirm restrictions, required approvals, the buyer, share class, quantity and price. ACRA's filing guide covers fully paid shares that comply with the constitution.
Give the company secretary or registered CSP a before-and-after ownership list.
02Prepare the instrument and valuation
Prepare the proper share-transfer instrument and supporting approvals. Collect the latest accounts and check the valuation basis.
Share duty is generally 0.2% of the higher of the price paid or the value of the transferred shares. IRAS rounds down to whole dollars, with a S$1 minimum. Gifts are not automatically duty-free.
Ask for a valuation check where there are preference shares, property or a recently incorporated company. Do not simply use the shares' original face value.
03Mark the IRAS deadline
IRAS' stamping window depends on where the document is signed:
| Signed where? | Stamp without late-stamping penalty |
|---|---|
| Singapore | Within 14 days after first signing |
| Overseas | Within 30 days after it is received in Singapore |
Electronic documents have execution and receipt rules too. Record the relevant dates; do not assume an overseas signature always starts a 30-day clock immediately.
04Stamp before the ACRA filing
For an ordinary transfer not subject to Additional Conveyance Duties, duty remains payable on the transfer instrument even where duty on the sale agreement is remitted. Property-holding entities may have additional duties and an earlier relevant document.
Stamp the relevant instrument before lodging it with ACRA. Save the stamp certificate and payment evidence with the signed documents.
05Update ownership, then confirm it
ACRA requires share-ownership changes to be filed within 14 days. Agree the filing date with your secretary or CSP before completing the transfer; the stamping window is not an extension of the ACRA requirement.
Use Bizfile's Update shares information, then Transfer of shares. For a private company, the transfer takes effect only when ACRA updates its Electronic Register of Members (EROM).
Check the acknowledgement, resulting holdings and any affected controller or nominee registers. Keep one complete transfer pack. Trusts, overseas entities and property-holding companies need case-specific advice.