Having a business in Singapore can lead to obtaining many benefits as a member, or better said, as a shareholder. Among these, it is possible to sell or transfer the shares to other shareholders who can be natural persons or other companies, local of foreign. This applies mostly to private limited companies where the number of foreign shareholders can go up to maximum 50.
The transfer of shares in Singapore must be completed following specific rules and filing certain documents with the Accounting and Corporate Regulatory Authority (ACRA).
Below, our company formation specialists in Singapore explain how to complete this procedure. We are at your service with various services, among which how the share transfer from Singapore may occur in the case of foreign participants in local companies.
The main steps in the procedure of transfer of shares in Singapore
It is important to note that any share transfer from Singapore is governed by ACRA and the Inland Revenue Authority (IRAS).
The steps to be completed involve:
- drafting a contract through which all the terms of the transfer are established (such an agreement is usually prepared by a lawyer);
- reviewing the internal documents of the company where conditions and restrictions about the transfer of shares are covered;
- signing the instrument of transfer (this is a document through which the shareholder giving up the shares and the one accepting them agree on the transfer);
- obtaining the approval of the board of directors of the Singapore company;
- paying the stamp duty (the payer will be established through the instrument of transfer);
- rendering the share certificate to the new shareholder;
- notifying ACRA about the transfer of shares and issuing a new share certificate with the new owner’s name on it.
The transfer of shares in Singapore is not complicated, however, it must be completed with due diligence.
If you want to establish a subsidiary in Singapore, our local agents can advise you.
Conditions to respect in share transfers from Singapore
There are various aspects to consider when it comes to the transfer of shares in Singapore. First of all, one must first verify the provisions of the Company Law followed by the Articles of Association of the enterprise. It is possible for transfers to occur between existing members of the same company, however, a shareholder can also decide to partially or entirely surrender his/her shares to a new participant.
Another important aspect to consider is that only fully paid shares can be transferred.
Similar rules apply when it comes to share transfer from Singapore to foreign members. However, in this case, the overseas participant must also consider the tax regulations in his/her home country and verify if any double tax treaty rules apply.
If you want to open a company in Singapore or are more attracted by the idea of acquiring shares in a business, our local advisors are at your service no matter your option.
The documents to prepare for transferring shares
The most important thing to consider when it comes to preparing the share transfer form in Singapore is that it depends on whether the shareholders are natural persons or corporate ones.
In the case of corporate shareholders, the documents to prepare are the Directors’ Resolution in Writing (“DRIW”) through which a representative of the company is appointed to sign the transfer instrument and the Certificate of Appointment of the Corporate Representative to use the company seal to complete the transaction.
In the of natural persons, a document called Proxy Form will enable a representative to sign the documents on his/her behalf. This usually occurs in the case of a share transfer from Singapore.
Shareholders seeking to give up their stake in a company must also check if there are any pre-emptive rights of other members. This implies for them to have the rights of acquiring the shares before any other party.
Our agents are also at the service of foreign companies seeking to expand their operations by opening subsidiaries in Singapore.
We can aslo help you prepare the share transfer form in Singapore.
Taxes associated with the transfer of shares
According to the IRAS, these are the main aspects to consider when it comes to share transfers in Singapore:
- – the share duty rate is established at 0.2%;
- – the payment of the duty must be made by filing an e-stamped document within 14 days if the transfer is completed in Singapore;
- – this term is prolonged to maximum 30 days if the transfer instruments is signed in another country.
If you are interested in what a share transfer form Singapore implies, do not hesitate to ask our company registration agents. Contact us any time.