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How to Transfer Shares in a Singapore Company?
If you or a company own shares in a company, you may need to transfer these to another person at some point if you exit or for another reason.
For shares held in a Singapore private limited company, your Singapore company secretary will ensure that all relevant procedures are complied with.
These typically include:
- Signing what is known as a shares transfer instrument between the seller and buyer of the transferred shares;
- Paying the stamp duty related to the signed shares transfer instrument to the Singapore tax authorities;
- Keeping records of the share certificate(s) representing the transferred shares for cancellation; and
- Obtaining resolution by the board of directors approving the shares transfer; and
- Registering the same with the Accounting and Corporate Regulatory Authority of Singapore (usually handled by your company secretary).
If your company requires company secretarial assistance with the above topic or in general, please contact us for a free consultation and quotation today at [email protected] or visit our website www.procosecasia.com
#restructuring #sharetransfer #stampduty #acra #newshareholder #boardofdirectors
Procosec Asia wishes everyone a happy and prosperous Lunar New Year in the year of the Snake 2025! 🐍
May the year of the Snake bring you wisdom, intuition and good fortune in your business ventures and deals this year!
Procosec Asia will look forward to continue assisting our clients’ with all their Singapore incorporation and compliance matters in the year of the Snake.
#China #Newyear#Snake #Lunar #Holiday #Singapore
Many foreign based entrepreneurs looking to relocate to Singapore rely on our services for incorporating and managing compliance requirements for their Singapore companies.
For these individuals, often they will be working for their own Singapore company under a work pass from the Ministry of Manpower.
There are eventually asked to join other companies as directors. In such cases, can such individuals be appointed as director for 2 or more Singapore companies?
Whilst it is possible, with the consent of the Ministry of Manpower ,for a director of a group of companies to be appointed as a director of each Singapore company in the group – it is not possible for an individual to be appointed as director for 2 or more companies with certain work passes (such as an employment pass).
In such cases, it is necessary to ensure that the individual is advised as to a more appropriate work pass such as the EntrePass.
To find out more about our company incorporation and annual compliance services for Singapore companies, please contact [email protected]
#Companies #Singapore #Compliance #Laws #Regulations #Directors #employmentpass
Auditor or no Auditors?
Whilst many Singapore companies, particular those part of a group of companies, often require their Singapore subsidiary to appoint a firm of Singapore auditors, this is not always preferred or mandatory.
When does a Singapore company need to or not need to appoint a firm of auditors?
- Dormant Companies
Companies in which no accounting transaction occurs during its financial year are exempt from auditing their financial statements (and, on meeting certain conditions, may not be required to prepare annual financial statements at all for a given financial year).
- Small Company
So called ‘small companies’ are exempt from audit requirements, provided in the current year and immediately preceding two (2) financial years, they do not meet 2/3 of the following criteria:
Annual revenue of the Singapore company does not exceed SGD 10,000,000 (around USD 7,200,000);
Value of company’s assets does not exceed SGD 10,000,000 (around USD 7,200,000); and / or
The company has more than 50 employees.
- Small Group
To meet the small group exemption, the corporate group as a whole will be calculated in for items 1 to 3 above. If 2/3 of the thresholds are met, the Singapore company as part of the group will require to appoint Singapore auditors.
To find out more about our annual compliance services for Singapore companies, please contact [email protected].
The Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 came into force from July 1st, 2024.
What changes have relevance for our existing and new clients requiring company incorporation and annual maintenance services?
- Creation of Central Register of Nominee Directors and Shareholders
Whilst Singapore companies, limited liability partnerships and foreign companies are required to internally keep and maintain a register of nominee directors and shareholders, entities will need to submit their registers to ACRA’s central register of nominee directors and shareholders. This information will remain non-public and only be accessible by government agencies.
- Increase in fines for non-compliance
Fines have been increased from SGD 5,000 to SGD 25,000 (around USD 3,600 to USD 18,000) for breaches of the Companies Act requirements relating to Singapore companies requirements to maintain, submit to ACRA and / or keep updated a company, limited partnership and foreign company’s register of registrable controllers, nominee directors and shareholders (it is therefore important clients are made aware of the importance of providing necessary information for companies to continue to comply with these requirements).
To find out more about our company incorporation and annual compliance services for Singapore companies, please contact [email protected]