How to transfer shares of Singapore companies (Lawyers' guide)

More Singapore companies are changing hands through share transfers than ever before. Are you ready to handle it smoothly? 

To put this into perspective: Last year, you might’ve thought of “selling your business” as drafting a sales agreement and handing over company stamps.

This year, you’re facing questions like:

1.  “Can I transfer my shares to my spouse?”
2.  “Do I need approval from the Board?”
3. “What legal documents does ACRA require?”

Shares are not just a number on your share certificate; they show ownership with legal precision. You must handle the share transfer process correctly. 

That’s why, in this guide, you’ll learn how to:

• Understand the legal framework for share transfers in Singapore
• Learn the correct process and when you transfer shares
• Avoid common legal pitfalls (Stamp duty, Pre-emptive rights) that can delay or invalidate the transfer

Let’s get into it.

1. What is a share transfer in Singapore?

When ownership changes hands in a Singapore company, it doesn’t happen with a handshake. It happens through a regulated process called share transfer

According to the section 'Transfer of shares' on ACRA, a share transfer is the act of transferring the legal ownership of shares from one person (the seller) to another (the buyer). In legal terms, the party selling shares is referred to as the Transferor (Seller), and the party receiving them is the Transferee (Buyer).

ACRA short guide on transfer of shares

You can think of the process of transferring shares this way: You hold shares in a company. You want to pass them to another shareholder, or maybe bring in a completely new investor. On paper, it looks simple. In practice, the law has rules you can’t ignore.

Under Singapore law, Share Capital, only fully-paid shares can be transferred. That means the shareholder must have contributed the full value of their shareholding.

For example, if you subscribed for 1,000 shares at SGD 1 each, you must have paid the full SGD 1,000 into the company before you can transfer those shares. If you’ve only paid SGD 500, the remaining “unpaid” shares are not transferable.

Every transfer must also respect the company’s constitution. That’s where restrictions, approvals, or preemption rights often come into play.

2. When do you transfer shares of your Singapore company?

Share transfers in Singapore don’t just happen at random. They usually come with a clear business reason

The most common scenarios include:

• A company raising capital from a new investor
• A shareholder exiting and selling shares to the remaining owners
• A shareholder gifting shares to a third party (like a family member)
• Corporate restructuring, mergers, or spin-offs

Here are some typical examples that lead to share transfers in a Singapore company from the clients we support with the share transfer process.  (The names of our client's companies have been changed to protect their privacy).

2.1. The company is raising capital from a new investor

A tech company, Collin Pte. Ltd. plans regional expansion and needs SGD2,000,000.  Instead of only issuing new shares, the company agrees that an angel investor will immediately acquire a 10% stake by purchasing shares from an existing shareholder to secure a board observer seat, while the company also issues an additional 5% new shares for working capital. 

The transaction has two approaches: 

1. Transfer of 10% from shareholder B to the investor, and 
2. Issuance of 5% new shares to the investor.

We help them initiate this process with our lawyers preparing a Share Purchase Agreement (SPA), calculating and paying stamp duty, and filing changes with ACRA via BizFile+ within the prescribed timeframe.

2.2. Shareholder exit with redistribution to remaining shareholders

Founder C of FoodCo Pte. Ltd. (Networking business connecting local products to potential resellers and wholesalers overseas)  decides to exit to pursue another venture. 

The remaining two shareholders, D and E, agree to buy C’s entire 15% shareholding at a pre-agreed price according to the “pre-emption/right of first refusal” in the Constitution and/or Shareholders’ Agreement. 

Global Link Asia Consulting helps these 3 founders perform an agreed valuation per the shareholders’ terms, executes an SPA among C–D–E, passes board resolutions to record the transfer, updates the Register of Members, and confirms post-deal voting and dividend rights.

2.3. Gifting shares to a third party

Shareholder F of EduTech Pte. Ltd. (A platform to sell online courses) wishes to gift 2% shares to a sibling studying in Singapore as a form of support to earn dividends each year.

Global Link Asia Consulting helps them complete all the steps involved in the share transfer. 

1. Create a shareholder agreement, 
2. Pay stamp duty to IRAS
3. Update the company’s share register

2.4. Group restructuring, mergers, or demergers

GroupHold Pte. Ltd. undertakes an internal restructuring in preparation for a Series A round: the operating company (OpCo) shares held by individuals are transferred to a new holding company (New HoldCo) to centralize ownership at the holding level. 

Our team supports businesses through these complex processes, from routine transfers to group restructurings, mergers, or demergers. This kind of restructuring requires coordination between multiple parties, including lawyers, accountants, finance controllers, and auditors, to review financial records and ensure compliance before new shares can be issued.

2.5. Tax and pre-emptive rights you must know before transferring shares

No matter why a share transfer takes place, shareholders in a Singapore company must follow the legal framework. Otherwise, the transaction is considered invalid. 

And beyond the paperwork, there are two big things every shareholder should pay attention to: taxes (Stamp duty) and pre-emptive rights.

2.6. Stamp duty for the transfer of shares

Whenever shares of a Singapore company are transferred, stamp duty applies. This is a tax imposed on the legal documents affecting the transfer of ownership. The current rate is 0.2% of the higher of:

1. The purchase price of the shares, or
2. The value of the shares transferred

The amount is rounded down to the nearest dollar, with a minimum duty of SGD 1.

But here’s where it gets tricky: the exact calculation depends on what type of company is involved, when it was incorporated, the value of its assets, and the class of shares being transferred.

For private companies (which make up most SMEs in Singapore), the value of the shares is usually based on either:

1. Net Asset Value (NAV): Calculated from the company’s latest statement of accounts, or
2. Allotment price of the shares: Typically used for newly incorporated companies (under 18 months old).

If the company issues different classes of shares (e.g., ordinary vs. preference shares), the NAV must be calculated separately for each class, reflecting the rights attached to those shares.

3. Pre-Emptive Rights

This is the legal safety net that protects existing shareholders. A pre-emptive right ensures that before a shareholder sells their stake to outsiders, current shareholders get the first opportunity to buy.

Why does this matter? It prevents shares from falling into the hands of competitors or investors who don’t align with the company’s vision.

Depending on the company’s constitution, there are three common types of pre-emptive rights:

1. Right of First Look : Existing shareholders can make the first offer. If the seller rejects, they can’t sell to outsiders on better terms.
2. Right of First Refusal: Existing shareholders can only accept or reject the seller’s terms.
3. Right of Last Refusal: Existing shareholders get to match the terms already negotiated with an external buyer.

 Suppose a shareholder wants to sell 15% of their shares. If the constitution includes a “Right of First Refusal,” the other shareholders must first be offered the chance to buy those shares at the same price before the seller can approach an outsider.

4. The correct process to transfer shares for Singapore companies

At Global Link Asia Consulting, our lawyers make sure your share transfer is done smoothly and fully compliant with Singapore law. 

You can count on our expertise. Here’s exactly how we help you handle it.

4.1. Required documents to prepare

4.2. 6-step process to transfer shares of your Singapore company

5. How can we help you with share transfer for Singapore companies?

Share transfer sounds complex, but it does not have to be.  What looks like a simple “change of ownership” actually breaks down into a few critical steps:

1. Confirm the intent and agreement between the transferor and the transferee.
2. Prepare and execute resolutions, notices, and legal forms.
3. Pay the required stamp duty on time.
4. Update company records and reissue share certificates.

It’s a lot to manage. But the good news? If your company already has clear ownership records and a competent secretary, you’re ahead of most businesses.

If you are still unsure where to start, or don’t want to risk non-compliance?

That’s where we help. Our team guides you step by step, prepares the documents, deals with IRAS, and ensures the transfer is smooth and fully compliant with Singapore law.

If you with to run your company in Singapore sustainably, our experts can help you from A-Z

• Register a company in Singapore;
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• Support to open, authenticate, and manage Stripe Paypal Business in Singapore, Hong Kong, and the U.S;
• Handle all your tax accounting needs, timely annual filings, auditing, and more.

6. FAQs about share transfer in Singapore

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