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

By Lucas Seah, Founder of Excellence Singapore Group | Last Updated: October 2026

Stamp duty on a share transfer in a Singapore private company is 0.2% of the price paid or the value of the shares, whichever is higher, rounded down to the nearest dollar with a minimum of S$1. The value is usually the net asset value (NAV) of the shares transferred. The buyer pays unless the agreement says otherwise, and the instrument of transfer must be stamped within 14 days after it is first signed in Singapore, or within 30 days after it is first received in Singapore if it was signed overseas. The company then files the transfer with ACRA through Bizfile, and the buyer becomes a shareholder only when ACRA updates the electronic register of members.

The calculator below works out the duty and the deadline for your transfer; the sections after it cover the steps, the documents, late-stamping penalties, gifts and the cases IRAS treats differently. Get the order right and a transfer is straightforward; miss the stamping deadline and penalties follow.

Key Takeaways

• Stamp duty is 0.2% of the price or the value of the shares, whichever is higher, rounded down to the nearest dollar, with a minimum duty of S$1.
• For a private company incorporated more than 18 months before the transfer, the value is the NAV of the shares transferred, from accounts dated within 24 months before the transfer.
• Stamp within 14 days after first signing in Singapore, or 30 days after first receipt in Singapore if signed overseas. Later stamping costs S$10 or the duty, whichever is greater, and S$25 or 4 times the duty after 3 months.
• The buyer (transferee) pays unless the agreement says otherwise. A gift of shares is still dutiable, on the value of the shares.
• A director, the company secretary or a corporate service provider files the transfer in Bizfile within 14 days, and the transfer takes effect only when ACRA updates the electronic register of members.

Share Transfer Stamp Duty Calculator

Enter the shares, the price and the value per share, then the signing and stamping dates. The results update as you type.

For the final figure, stamp the instrument of transfer through IRAS's e-Stamping service on myTax Portal, which shows the duty payable and any relief that applies before you pay.

The example loaded above is a sale of 10,000 shares for S$50,000. The company has net assets of S$650,000 and 100,000 issued shares, so the NAV per share is S$6.50 and the shares transferred are worth S$65,000. The value is higher than the price, so the duty is 0.2% of S$65,000, which is S$130. Signed in Singapore on 3 November 2026 and stamped the same day, it carries no penalty; the last day to stamp without one is 17 November 2026.

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

A share 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. ACRA's guide allows a transfer as long as the shares are fully paid and the transfer complies with the 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. Founders who set up clean rules early, as covered in our guide to structuring startup shareholding, find this stage far smoother. The steps then run in this order:

1. Approve. The board approves the transfer by resolution, with a shareholders' resolution where the constitution requires one.
2. Sign. The seller and the buyer sign the instrument of transfer, usually with a share sale agreement; the first signing starts the stamping clock.
3. Stamp. The buyer stamps it on myTax Portal and pays the duty, before the instrument is lodged with ACRA.
4. File with ACRA. The transfer is filed in Bizfile within 14 days and takes effect when ACRA updates the electronic register of members.
5. Issue the certificate. The company cancels the old share certificate and has the new one ready for delivery within 30 days after the ACRA filing.

The chart below shows the same sequence with its deadlines.

If the transfer changes who owns or controls the company, the company also updates its register of registrable controllers within 7 days after the controller confirms their details, and then files the change with ACRA's central register within 2 business days, as ACRA's company registers page sets out.

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. A private company must not lodge a transfer unless a proper instrument of transfer has been delivered to it. Alongside it, you usually 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. Unless Additional Conveyance Duties apply, IRAS remits the duty on this agreement, and the duty is paid on the instrument of transfer instead.
• 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 certificate, which you download from myTax Portal once the instrument of transfer is e-stamped.
• For the ACRA filing: the company's UEN, the date of transfer and the new shareholder's full name, identification number, nationality, contact address and shareholding.

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 filing so the chain of paperwork is consistent. The table sets out who does what, and by when.

Swipe sideways to see the full table →

How Much Is Stamp Duty on a Share Transfer?

Stamp duty is 0.2% of the higher of the purchase consideration or the value 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. The result is rounded down to the nearest dollar, subject to a minimum duty of S$1.

• 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.

How IRAS values the shares depends on the company:

The NAV is worked out from the company's latest accounts: total assets minus total liabilities, divided by the number of issued shares, then multiplied by the shares being transferred. IRAS's own example: a company with total assets of S$850,000, total liabilities of S$300,000 and 100,000 ordinary shares has an NAV of S$550,000, or S$5.50 a share, so a transfer of 5,000 shares is valued at S$27,500 and attracts duty of S$55. The IRAS page on buying or acquiring shares sets out these rules, with worked examples for companies that have more than one class of shares, which is why up-to-date accounting records matter before a transfer.

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. IRAS's page on who should pay stamp duty explains that the party liable is usually stated in the agreement; where the documents are silent, the Third Schedule of the Stamp Duties Act makes the buyer or transferee liable. The duty is a tax on the document, not on the company: it is charged on the instrument that transfers the shares.

When Must Stamp Duty Be Paid?

IRAS's rule is to stamp a document before it is signed, and it charges no penalty if a signed instrument of transfer is stamped within 14 days after it is first signed in Singapore, or within 30 days after it is first received in Singapore if it was first signed overseas. For an electronic document, IRAS treats it as signed where and when the electronic signature is applied, and as received in Singapore when it is first opened, downloaded or stored here. Payment is made by e-stamping the document on myTax Portal, with a Singpass login as an individual or business user.

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. Late stamping attracts a penalty under the Stamp Duties Act, which counts the 3-month line from the signing (or the receipt in Singapore), and IRAS sets out the same table on its late payment page:

The Commissioner may reduce or remit a penalty, and a disclosure that qualifies under IRAS's voluntary disclosure programme reduces it to 5% of the late duty for each year, as our guide to the IRAS Voluntary Disclosure Programme explains. Unpaid duty can also lead IRAS to appoint agents such as your bank to recover it, or to issue a travel restriction order. 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 the electronic register of members (EROM) kept by ACRA. After the instrument of transfer is stamped, the company files the transfer in Bizfile under "Update shares information", then "Transfer of shares", entering the transferor, the transferee, the share class, the number of shares and the paid-up share capital. ACRA expects this within 14 days, Bizfile lists the fee as S$0, and approval is immediate. The transfer takes legal effect when ACRA updates the electronic register of members, and the date of filing is when the buyer officially becomes a member, so the transfer date cannot be backdated. Until that update happens, the transferee is not yet the legal owner on record.

The directors and the company secretary are responsible for reporting the change on time, which is one of the core duties of a director. ACRA's transfer of shares guide notes that an error that a notice of error cannot fix may need a court order. From 20 October 2026, annual returns also ask the company to confirm the shareholding details ACRA holds, so file every transfer before the next annual return. The same Bizfile system handles other changes you may run alongside a transfer, such as a change of directors.

Is Stamp Duty Payable on a Gift of Shares?

Yes. IRAS lists a gift of shares, including a voluntary declaration of trust, among the acquisitions on which stamp duty is payable, and any transfer made for no payment or for less than full value is still dutiable. Because there is no purchase price to apply the rate to, IRAS assesses the 0.2% duty on the value of the shares, usually their net asset value. Families passing shares between members, or founders moving shares to a holding company for no consideration, still need to stamp the instrument of transfer on the NAV. The same 14-day deadline and ACRA filing 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. In the calculator, enter a price of 0.

Worked Examples

Each example runs through the same rules as the calculator.

• Price above the value. 5,000 shares sold for S$100,000, with an NAV of S$12 a share (S$60,000 in all): the price is higher, so the duty is 0.2% of S$100,000, which is S$200.
• A small gift. 1,000 shares given away, with an NAV of S$0.20 a share (S$200 in all): 0.2% is S$0.40, so the minimum duty of S$1 applies.
• Signed overseas. An instrument of transfer signed outside Singapore on 28 November 2026 and first received in Singapore on 1 December 2026 must be stamped by 31 December 2026, 30 days after receipt.
• Stamped late. The default example above (duty S$130) stamped on 20 January 2027 is late but within 3 months after signing, so the penalty is S$130 and the total S$260. Stamped on 4 February 2027 or later, the penalty is S$520 (4 times the duty) and the total S$650.

Cases the Calculator Does Not Cover

The calculator applies the general rule for ordinary shares in a private company. These cases follow different rules, so check them with IRAS or with your corporate secretary before you stamp:

• Companies that mainly hold Singapore residential property. If at least half of the company's total tangible assets are what IRAS calls prescribed immovable properties in Singapore (broadly, residential property), it is a property-holding entity. A buyer who is or becomes a significant owner, and a seller who is a significant owner selling within 3 years of acquiring the shares (4 years for shares acquired on or after 4 July 2025), may also pay Additional Conveyance Duties. Duty is then payable on the share sale agreement or the instrument of transfer, whichever is signed first.
• Companies that own any property. The calculator uses the NAV per share you enter. IRAS expects the property at its market value at the date of the document when the book value does not reflect it, so work that into the NAV first.
• More than one class of shares. With preference shares, for example, the NAV per share depends on the rights attached to each class. IRAS's buying or acquiring shares page has four worked examples.
• Listed shares. Shares listed on the Singapore Exchange are valued at their average price at the date of the document, and IRAS treats the electronic transfer of scripless shares through CDP as exempt.
• Shares in a foreign company. A transfer of shares in a company incorporated outside Singapore, lodged on a share register kept outside Singapore, is exempt.
• Reliefs and remissions. A transfer between associated companies (one holds at least 75% of the other's voting capital and more than 50% of its voting power, or a common parent holds both that way, and they have been associated in the same manner for at least 12 continuous months) may qualify for relief if it is claimed within 14 days after the instrument is signed in Singapore, or within 30 days after it is signed overseas, and IRAS also lists reliefs and remissions for reconstructions and amalgamations, matrimonial proceedings and donations to institutions of a public character.
• Declarations of trust. A declaration of trust over shares that does not change the beneficial interest carries a fixed duty of S$10; one that does change it is dutiable in full.

Common Mistakes to Avoid

A few errors recur: skipping the constitution check and breaching pre-emption rights, trying to transfer shares that are not fully paid, leaving the board resolution undocumented, assuming a low sale price reduces the duty when NAV is higher, using accounts older than 24 months, or a property's book value when it does not reflect its market value, missing the 14-day stamping window, filing with ACRA before the instrument is stamped, 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 constitution and get the directors' approval, then the seller and buyer sign an instrument of transfer, usually with a share sale agreement. The buyer stamps it on IRAS's e-Stamping service and pays 0.2% of the price or the value of the shares, whichever is higher, within 14 days of signing. The company then files the transfer in Bizfile, and the buyer becomes a shareholder when ACRA updates the register of members.

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 a private company may not lodge the transfer with ACRA until a proper instrument of transfer has been delivered to it.

Who pays the stamp duty on a share transfer?

The buyer, or transferee, usually pays. The party liable is normally stated in the share sale agreement, and if the documents are silent, the Third Schedule of the Stamp Duties Act makes the buyer liable. The duty is charged on the instrument of transfer itself, and IRAS asks for it to be stamped before the instrument is lodged with ACRA, so settle who pays before you sign.

How is stamp duty on a share transfer calculated?

Stamp duty is 0.2% of the price paid or the value of the shares, whichever is higher, rounded down to the nearest dollar with a minimum of S$1. For a private company the value is usually the net asset value of the shares, from accounts dated within 24 months. For example, 10,000 shares sold for S$50,000 with an NAV of S$65,000 attract duty of S$130.

When must the stamp duty be paid?

Stamp the instrument of transfer within 14 days after it is first signed in Singapore, or within 30 days after it is first received in Singapore if it was signed overseas. IRAS's own rule is to stamp before signing. Stamping later adds a penalty of S$10 or the duty, whichever is greater, rising to S$25 or 4 times the duty once 3 months have passed since the signing or receipt.

Is stamp duty payable when shares are gifted?

Yes. IRAS lists a gift of shares, including a voluntary declaration of trust, as an acquisition on which stamp duty is payable. With no price, the 0.2% is charged on the value of the shares, usually their net asset value, with a minimum of S$1. The same 14-day stamping deadline and the same ACRA filing apply to a gift as to a sale.

What is the penalty for stamping a share transfer late?

If the instrument of transfer is stamped after the 14 or 30 days but within 3 months after signing or receipt, the penalty is S$10 or the duty, whichever is greater. After 3 months it is S$25 or 4 times the duty, whichever is greater. IRAS may reduce or remit a penalty, and a qualifying voluntary disclosure cuts it to 5% of the late duty for each year.

How do I file a share transfer with ACRA?

A director, the company secretary or a corporate service provider files it in Bizfile under Update shares information, then Transfer of shares, within 14 days. You need the UEN, the date of transfer, the new shareholder's details and the stamped instrument of transfer. Bizfile lists the fee as S$0, and the transfer takes effect only when ACRA updates the electronic register of members, so it cannot be backdated.

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 filing 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. Our company secretary services prepare the resolutions and the instrument of transfer, work out the NAV from your accounts, stamp the transfer on time and file it with ACRA, alongside the rest of your corporate secretarial and accounting work. If you want your share transfer documented, stamped and lodged correctly, talk to us at Excellence Singapore.