The shareholders of a company can choose to sell or transfer their shares at any point of time that they want to. But it is important to follow the guidelines that are laid down by the regulating authorities for the same. In this blog, you will get to know everything that is there related to the transfer or selling of shares in a private company in Singapore.
Documents Required For Transfer Of Shares
It goes without saying that proper documentation is necessary when it comes to transferring shares in a private company in Singapore.
Below is the list of documents required.
- Instrument of Transfer,
- Notice of Transfer,
- Board Resolution,
- Share Certificate (the document which proves ownership of the shares),
- Share Transfer Form,
- Inland Revenue Authority of Singapore (IRAS) stamp duty acknowledgement.
In some cases, other documents like Consent for Waiver of Pre-Emption Rights or Notice of refusal may also be required (explained in the blog below).
Procedure Of Transfer Of Shares
Note- The original shareholder is referred to as a ‘transferor’ and the recipient as a ‘transferee’.
Pre-Application
Before transferring shares, the following steps are important to know.
Preparation
The first step is to make a contract for the share transfer. If you do not have any experience with this, it is highly recommended to get a lawyer to establish the foundation of the transfer. You can contact us
Restrictions
In order for the transfer to happen, there has to be approval from the board of the company. It is advisable for you to discuss ahead with the board to see whether there is any restriction that you need to follow or whether there is any other agreement on the transfer of shares between the shareholders.
Pre-Emptive Rights
The pre-emptive rights mean that if the company’s shares are being transferred, its existing shareholders will have the first rights to buy them. The company’s Memorandum and Articles of Association documents such a provision.
How does it work out? You will have to send Notice of Transfer to inform other shareholders that the shares are being offered and see if they want to exercise their pre-emptive rights. If no one is interested in the offer, they will sign a Consent for Waiver of Pre-emption Rights.
After collecting these consent papers, you are good to move on to the next stage.
Application
At this main stage, the transferor will start to apply for approval and pay for the stamp duty. (See what is stamp duty below in Q&A.)
An Instrument of Transfer is the agreement from both the transferor and transferee on the share transfer. This document must be signed by both parties in order for the transfer procedure to begin.
Since the shareholders of a Singapore private limited company can be either an individual or a corporate entity, the transferee can also be the former or the latter:
- If it is an individual signing the Instrument of Transfer, then a witness has to be involved.
- If it is a corporate entity signing the Instrument of Transfer, then the entity’s common seal is required. The entity can also assign a representative to do the signing.
Making Transfer Request
You need to apply for approval from the board of the company by sending a written request to them. The board has 30 days to finalize the decision whether to approve or not.
The board, then, reviews the transfer and considers if any conflict of interest could happen. It might appear to be the case that the new proposed shareholder (the transferee) disagrees with the company’s aim and policies, which may result in a conflict among the company’s shareholders. Under very few reasonable circumstances, the board can turn down the transfer. If that is the case, a Notice of refusal will be sent to both the transferor and transferee.
Stamp Duty Payment
Stamp duty is basically a tax that is levied on property purchases or documents such as stock or share. In 14 days from the execution of the Instrument of Transfer, stamp duty must be paid to IRAS. If the Instrument of Transfer is executed outside Singapore, the stamp duty needs to be paid within 30 days after it has been received in Singapore.
For more information on stamp duty, go to IRAS website for payment of stamp duty.
In respect of the fee, stamp duty is usually at 0.2% of the share purchase price or the market value of the shares, whichever is higher.
Post Application
A few more steps need to be done before the transfer procedure ends.
Surrender of the Original Share Certificate
A Share Certificate is a written document that serves as legal proof of ownership of a number of shares. After the transfer is approved, you as the transferor, need to send your Share Certificate back to the company for cancellation. The deadline for you to do this is solely determined by the board. It usually lies between 7 and 28 days from the date that the share transfer request is made.
Update to ACRA
Upon the receipt of the Original Share Certificate, the board must inform the transfer of shares to ACRA in Singapore by submitting a Notice of transfer. It is a must for all companies to maintain the latest updated information of the company members with ACRA. The transfer will only take effect once ACRA has updated the electronic register of company members. This task can be done by the company secretary.
New Share Certificate Being Issued
The procedure ends with the issuance of the new Share Certificate to the transferee. This has to be done in 30 days from the date that ACRA updates the register of company members and should be done by the company secretary.
Fees
ACRA does not charge any fee for updating the company’s register of members. The company should not charge any fee for processing the share transfer either.
However, only stamp duty is payable to IRAS for share transfers. (Refer to Stamp Duty Payment under Application).
Take Assistance Of An Experienced Corporate Service Provider
Well it seems that the process of transferring or selling shares for a Singapore private limited company is much more complex than that for a listed company. To make this hassle-free, you can join on with a corporate service provider like us to assist you for the same.
Feel free to contact us if this blog helps you or you need any kind of guidance to transfer or sell shares of your private limited company or any related matters. We would be happy to help!
Q&A
What Is The Role Of Shareholders In A Private Company?
> You are a shareholder of a company if you own shares in that company. Being a shareholder endows upon you a number of rights, but also comes with its responsibilities.
- Paying for Shares
- Approving the declaration of dividends
- Appointing and removing of directors
- Considering voting decisions carefully
- Attending general meetings and raising areas of concern
- Policing wrong-doing
- Reading and responding to communications from the company.
What Are The Reasons That A Shareholder Might Want To Transfer Or Sell Their Shares?
> There may be various reasons behind why the shareholders may choose to sell or transfer their ACRA their shares. Some of them being:
- They have a minority stake in the company and are now trying to realize the value of their investment.
- Got the shares as part of an employee share scheme and company wants them to sell before moving on to another job.
- Plan to expand the company. The founder of the company may choose to sell a part of their shares to investors to raise the capital or to exit the company completely.