Singapore Share Capital, Allotment & Transfer Guide 2026

Complete guide to Singapore company share capital, issuing shares, EROM register, & IRAS 0.2% share transfer stamp duty.

Statutory Overview & Legal Framework

Share capital transactions in Singapore are governed by the Companies Act (Cap. 50) and administered by ACRA. Singapore operates a no-par-value share capital system, allowing companies to issue ordinary or preference shares in SGD or foreign currencies. For private companies, share allotments and share transfers take legal effect when ACRA updates the Electronic Register of Members (EROM) on Bizfile. Transfers of company shares attract IRAS Stamp Duty at the rate of 0.2% of the purchase price or net asset value (NAV), whichever is higher. Use this guide to manage Singapore share capital changes.

Core Statutory Criteria & Regulations

No Par Value Share Capital FrameworkNo Par Value

Shares have no authorized capital limits or par value; shares can be issued at any agreed consideration.

Electronic Register of Members (EROM) UpdateEROM Allotment

For private companies, share allotments and transfers take legal effect once ACRA updates the Electronic Register of Members on Bizfile.

IRAS 0.2% Share Transfer Stamp Duty Rate0.2% Stamp Duty

Share transfers are subject to 0.2% stamp duty payable on IRAS myTax Portal based on higher of consideration or net asset value.

Director Resolution & Pre-Emptive RightsPre-Emptive Rights

Share allotments require director/shareholder approval under Companies Act Section 161 and compliance with constitutional pre-emptive rights.

Qualification & Compliance Requirements

Applies to all private limited and public companies incorporated in Singapore.

Share transfers generally require an instrument of transfer and compliance with the company's constitution and required approval procedures before the EROM is updated.

Stamp Duty must be stamped and paid on IRAS myTax Portal within 14 days of execution (if executed in Singapore) or 30 days (if executed overseas).

ACRA EROM updates must be filed on Bizfile to issue updated Electronic Share Certificates.

Statutory Document & Application Checklist

Companies Act (Cap. 50, Section 161 & EROM Rules)

Directors' & Shareholders' Resolutions approving Share Allotment / Transfer

Instrument of Transfer & Share Transfer Form

IRAS Stamp Duty Certificate (0.2% duty paid)

Company Share Certificate / Electronic Share Certificate, where applicable

Step-by-Step Filing & Compliance Process

Pass Directors' & Shareholders' Approval Resolution

Pass board resolution under Section 161 approving share allotment or transfer and pre-emptive rights compliance.

Execute Instrument of Transfer & Share Form

Buyer and seller execute an Instrument of Transfer in accordance with the company's constitution and required approval procedures.

Pay IRAS 0.2% Share Transfer Stamp Duty

Log into IRAS myTax Portal, submit share valuation, and pay 0.2% stamp duty to obtain Stamp Certificate.

File Allotment / Transfer on ACRA Bizfile EROM

File Return of Allotment or Notice of Transfer on Bizfile to update ACRA's Electronic Register of Members (EROM).

Issue or Update Company Share Certificates

After ACRA updates the EROM register, the company issues or updates the relevant share certificates for shareholders.

Frequently Asked Questions (FAQ)

For private limited companies in Singapore, a share transfer takes legal effect only when ACRA updates the Electronic Register of Members (EROM) on Bizfile.

The stamp duty rate for share transfers is 0.2% of the purchase price or net asset value (NAV) of the shares, whichever is higher, payable to IRAS.

Under the Companies Act, Singapore abolished par value and authorized capital concepts. Companies can issue shares for any agreed dollar amount.

Unless the share purchase agreement states otherwise, the buyer/transferee is customarily responsible for paying stamp duty to IRAS.

Pre-emptive rights give existing shareholders the statutory or constitutional right to be offered newly issued shares in proportion to their existing shareholding before shares are offered to third parties.