Bringing in a shareholder, issuing new shares or selling existing ones changes the company’s records in several places: ACRA’s register of members, the company’s own registers, and for a transfer, stamp duty. We prepare the documents and make the filings in the right order.
Last reviewed 17 October 2026. Sources: ACRA, IRAS.
At a glance
| Descriptions | Allotment (new shares) | Transfer (existing shares) |
|---|---|---|
| Approval | Shareholders approve at a general meeting before shares are allotted, even where the constitution lets directors decide | Must comply with the company’s constitution; shares must be fully paid |
| ACRA filing | “Return of Allotment” on Bizfile | “Transfer of shares” on Bizfile |
| ACRA fee | Free; approval immediate | Check Bizfile; ACRA’s page gives no fee |
| When effective | For a private company, once ACRA’s electronic register of members is updated | Once ACRA updates the electronic register of members |
| Stamp duty | Not applicable to the allotment filing | Payable on the instrument of transfer, see below |
| Registrable controllers | Update the register within 7 days of a change | Same |
Public companies must file a return of allotment within 14 days of the allotment date. ACRA’s allotment page states no deadline for private companies.
Allotment
We need the allotment date, number and class of shares, amounts paid or unpaid, and shareholder details. For a private company, the details cover all shareholders. New shareholders need full name, ID number, nationality and a contact address that is not a P.O. Box. Supporting documents include the shareholders’ resolution, and for non-cash allotments the relevant contracts or court order.
Transfer
A transfer needs a proper instrument of transfer recording the change of legal title, the new shareholder’s details, and the shareholding transferred. The transfer takes effect when ACRA’s electronic register of members is updated, so ACRA says backdating is generally not allowed.
Stamp duty on transfers
IRAS charges stamp duty on the higher of the actual price and the shares’ net asset value. To avoid penalties, stamp the document within 14 days of signing in Singapore, or within 30 days of receiving a document signed overseas. If no document is executed for a scripless share transfer, no duty is payable. The rate is on IRAS’s page, which we check each time.
Example (illustration only)
ABC Pte Ltd has two shareholders. A third, Ms Lim, subscribes for new shares, and an existing shareholder sells part of his stake to a fourth. We prepare the shareholders’ resolution for the allotment, file the return of allotment, prepare the instrument of transfer, stamp it within 14 days of signing, file the transfer, and update the register of registrable controllers within 7 days of the change.
Errors
Mistakes in share filings are corrected with a Notice of Error. If that does not work, a court order may be needed, which is why ACRA’s page advises getting professional help.
Related
See nominee shareholder services, register of charges for shares held as security, and company secretarial services.
Questions we get asked
Can we backdate a transfer? ACRA’s guidance says generally not, because the transfer takes effect on the filing date.
Do shareholders have to approve every allotment? ACRA says yes: shareholders must approve at a general meeting before shares are allotted, even where the constitution lets the directors decide.
Who pays stamp duty? IRAS’s page does not say which party; the parties agree it in the sale agreement.
What if the shares are not fully paid? A transfer must be of fully paid shares.
Sources
- ACRA: Allotment of shares
- ACRA: Filing a transfer of shares
- ACRA: Company registers, requirements and deadlines
- IRAS: Stamp duty basics for shares
General information, not professional advice for your specific situation.
Issuing or transferring shares?
Tell us what is changing and who the parties are, and we will list the documents and filings. Ask us to prepare your share transaction.