How to Transfer Shares in a Singapore Company: Stamp Duty and ACRA Guide

Last Updated: June 2026

Transferring shares in a Singapore private company follows a set sequence. You check the constitution for any pre-emption rights and obtain board or shareholder approval, the buyer and seller sign an Instrument of Transfer (usually alongside a share sale or transfer agreement), the buyer pays stamp duty to IRAS, and the company lodges the transfer and updates the electronic register of members with ACRA through BizFile. A new share certificate is then issued to the buyer.

This guide walks through the full process step by step, the documents you need, who pays the stamp duty and how much it is, the strict 14-day deadline, ACRA lodgment, and how gifts of shares are treated. Get the order right and a transfer is straightforward; miss the stamp duty deadline and penalties follow.

Key Takeaways

• A share transfer runs in five steps: approve and check the constitution, sign the Instrument of Transfer, pay stamp duty, lodge with ACRA, and issue a new share certificate.
• The core document is the Instrument of Transfer, usually supported by a share sale or transfer agreement and a board resolution approving the transfer.
• Stamp duty on a transfer of shares is 0.2% of the higher of the purchase price or the net asset value (NAV) of the shares.
• Stamp duty is ordinarily borne by the buyer (transferee) and must be paid within 14 days of the document being signed in Singapore, or 30 days if signed overseas.
• For private companies the register of members is electronic and held by ACRA, so the transfer takes legal effect only when ACRA updates the register through BizFile.
• A gift of shares, or any transfer for no payment, is still dutiable; the 0.2% is then assessed on the NAV of the shares.

How Do I Transfer Shares From One Person to Another in Singapore?

The transfer moves legal ownership of existing shares from a current shareholder (the transferor) to a new or existing one (the transferee). It is different from issuing new shares, which raises fresh capital and changes the company’s paid-up capital; a transfer reassigns shares that already exist, so only the ownership shifts.

Before anything is signed, check the company’s constitution. Many Singapore private companies include pre-emption rights, which require shares to be offered to existing shareholders first, and a right for directors to refuse to register a transfer. The board then passes a resolution approving it. Founders who set up clean rules early, as covered in our guide to structuring startup shareholding, find this stage far smoother.

The five-step timeline below shows the order of a Singapore share transfer, from approval through to the new share certificate.

What Documents Do I Need to Transfer Shares?

The central document is the Instrument of Transfer, the legal form that records the transferor, the transferee, the number and class of shares, and the consideration. It is signed by both parties and is the document that gets stamped by IRAS. In practice you also prepare a short set of supporting paperwork:

• A share sale and purchase agreement, or share transfer agreement, setting out the price and the terms between buyer and seller.
• A directors’ resolution (and a shareholders’ resolution where the constitution requires it) approving the transfer.
• The existing share certificate held by the transferor, which is cancelled on completion.
• The stamp duty certificate issued by IRAS once the Instrument of Transfer is e-stamped.

Keep these together as one completion bundle. Your corporate secretary usually prepares the Instrument of Transfer and resolutions, e-stamps the document, and handles the ACRA lodgment so the chain of paperwork is consistent.

Who Pays Stamp Duty on a Share Transfer?

Stamp duty on a transfer of shares is ordinarily borne by the buyer, the transferee who acquires the shares, although buyer and seller can agree otherwise in the share sale agreement. Either way, the duty must be paid before the transfer is treated as properly stamped. The duty is a tax on the document, not on the company: the IRAS stamp duty for shares pages confirm that the instrument transferring shares is the dutiable document, and that the obligation sits with the party acquiring the shares unless the contract says otherwise.

How Much Is Stamp Duty on a Share Transfer?

Stamp duty is 0.2% of the higher of the purchase consideration or the net asset value (NAV) of the shares being transferred. IRAS compares the two figures and applies the rate to whichever is greater, so you cannot reduce the duty simply by setting a low price.

• If shares are sold for S$100,000 and the NAV of those shares is S$80,000, duty is 0.2% of S$100,000, which is S$200.
• If the same shares are sold for S$60,000 but the NAV is S$90,000, duty is 0.2% of S$90,000, which is S$180.

The NAV is worked out from the company’s latest accounts, broadly net assets divided by the number of issued shares, then multiplied by the shares being transferred. The IRAS basics of stamp duty for shares page sets out how to determine the consideration and the NAV, which is why up-to-date accounting records matter before a transfer.

When Must Stamp Duty Be Paid?

Stamp duty must be paid within 14 days of the date the Instrument of Transfer is signed, where the document is executed in Singapore. If the document is signed overseas, the deadline is 30 days from the date it is received in Singapore. Payment is made by e-stamping the document through the IRAS e-Stamping service.

This deadline is short and easy to miss while parties are still finalising the deal, so diarise it the moment the Instrument of Transfer is signed. The IRAS buying or acquiring shares page explains the e-stamping process and the timeline. Late stamping attracts a penalty, so treat the 14-day window the same way you treat any other statutory filing in your compliance routine.

How Is the Transfer Lodged With ACRA?

For Singapore private companies the register of members is now electronic and maintained by ACRA, not just in the company’s own books. After the Instrument of Transfer is stamped, the company lodges the transfer with ACRA through BizFile, and the transfer takes legal effect when ACRA updates the electronic register of members. Until that update happens, the transferee is not yet the legal owner on record.

The directors who approved the transfer carry responsibility for ensuring the lodgment is done correctly and on time, which is one of the core duties of a director. The company then cancels the old share certificate and issues a new one to the transferee, completing the chain of title. The same BizFile system handles other constitutional changes you may run alongside a transfer, such as a change of directors.

Is Stamp Duty Payable on a Gift of Shares?

Yes. A gift of shares, or any transfer made for no payment or for less than full value, is still a dutiable transaction. Because there is no purchase price to apply the rate to, IRAS assesses the 0.2% duty on the net asset value of the shares being transferred. Families passing shares between members, or founders moving shares to a holding entity for no consideration, still need to stamp the Instrument of Transfer on the NAV. The same 14-day deadline and ACRA lodgment apply to a gift as to a sale; the only difference is the figure the duty is calculated on, so an accurate NAV from the latest accounts is essential.

Common Mistakes to Avoid

A few errors recur: skipping the constitution check and breaching pre-emption rights, leaving the board resolution undocumented, assuming a low sale price reduces the duty when NAV is higher, missing the 14-day stamping window, and treating the deal as done before ACRA updates the register. Any of these can leave the transfer unstamped, unrecorded, or open to challenge. A share transfer is also a different decision from restructuring or closing the company: if you are weighing whether to bring in a partner, exit, or close, our guides on choosing the right business structure and on the strike-off process set out the alternatives, while a new shareholder coming in usually means revisiting how the company was first set up and registered.

Frequently Asked Questions

How do I transfer shares in a Singapore company?

Check the company constitution for pre-emption rights and get board or shareholder approval, then the transferor and transferee sign an Instrument of Transfer, usually with a share sale or transfer agreement. The buyer pays stamp duty by e-stamping the document with IRAS, the company lodges the transfer with ACRA through BizFile to update the electronic register of members, and a new share certificate is issued to the buyer.

What is an Instrument of Transfer?

An Instrument of Transfer is the legal document that records a transfer of shares from one person to another. It states the transferor, the transferee, the number and class of shares, and the consideration, and it is signed by both parties. It is the document that IRAS stamps and that supports the ACRA lodgment, so it sits at the centre of every share transfer.

Who pays the stamp duty on a share transfer?

Stamp duty is ordinarily borne by the buyer, the transferee who acquires the shares, although the buyer and seller can agree otherwise in the share sale agreement. The duty is a tax on the transfer document itself, and it must be paid before the Instrument of Transfer is treated as properly stamped.

How is stamp duty on a share transfer calculated?

Stamp duty is 0.2% of the higher of the purchase consideration or the net asset value (NAV) of the shares being transferred. IRAS applies the rate to whichever figure is greater. For example, shares sold for S$100,000 with an NAV of S$80,000 attract duty of 0.2% of S$100,000, which is S$200.

When must the stamp duty be paid?

Stamp duty must be paid within 14 days of the date the Instrument of Transfer is signed, where it is executed in Singapore, or within 30 days if it is signed overseas. Payment is made by e-stamping the document through the IRAS e-Stamping service, and late stamping attracts a penalty.

Is stamp duty payable when shares are gifted?

Yes. A gift of shares, or any transfer for no payment, is still dutiable. Because there is no purchase price, IRAS assesses the 0.2% duty on the net asset value of the shares being transferred. The same 14-day stamping deadline and ACRA lodgment apply to a gift as to a sale.

Talk to Us About Your Share Transfer

A share transfer is a short process with a few unforgiving deadlines, the 14-day stamping window and the ACRA lodgment that actually transfers legal ownership. The constitution check, the Instrument of Transfer, the duty on the higher of price or NAV, and the BizFile update all need to line up in order. If you want your share transfer documented, stamped, and lodged correctly, talk to us at Excellence Singapore and we will handle the paperwork alongside your corporate secretarial and accounting work.