Starting a business in Singapore implies completing various formalities before and after the company is incorporated. One of the most important aspects related to shareholders is the allotment of shares which after is done must be followed by the issuance of share certificates for each participant.
From a legal point of view, the issuance of a share certificate in Singapore is governed by the Company Law.
Below, our company formation specialists in Singapore explain how share certificates are issued and the occasions these documents must be released. You can rely on us for various services, including assistance in setting up a subsidiary in Singapore.
What is a share certificate?
The simplest definition of the share certificate is that it represents the document through which a shareholder can prove he or she is a participant in a Singapore company or limited liability partnership.
The share certificate in Singapore can be issued on various occasions, among which:
- – the incorporation of a company;
- – the issuance of new shares in an existing company;
- – the transfer of shares between members or other new participants in the company;
- – the loss of this document by one of the shareholders.
The procedure of issuing a share certificate is not complicated and is done by the company secretary who is in charge with various matters in the enterprise.
Opening a company in Singapore is quite simple and our local experts are at the service of foreign investors who come to the city-state and want to run their own businesses.
Information contained by a share certificate in Singapore
Upon the issuance of a share certificate of a Singapore company, the following information must be stated in the document:
- the name of the company issuing them;
- the registration number issued by ACRA;
- the legal address of the company;
- the name of the shareholder;
- the number of shares and their class;
- details on whether the shares are unpaid or paid in full or partially;
- the date of the issuance of the certificate;
- the authority under which the business was incorporated.
In the case of public companies, share certificates can be issued in an electronic form which will be transferred to each shareholders’ Central Depository account.
The share certificate in Singapore is usually issued under a company’s official seal, however, this regulation was abolished for private companies and limited liability partnerships. In their case, the signature of an authorized agent will suffice (usually, the company secretary’s signature).
We remind you that if you want to create a subsidiary in Singapore, it can take the form of a private limited liability company, one of the most advantageous business forms in the city-state.
The procedure of issuing a Singapore share certificate
The issuance of a share certificate is not complicated and is completed by the company secretary who will take note of the details of the shareholder, the number of type of shares allotted, and will record the share certificate number in the minutes book of the enterprise in the case of newly registered entities.
Then, the secretary will prepare and issue the certificate for each member.
What should be noted is that based on the situations in which the issuance of such a document is done, the procedure is different.
When shares are transferred between members or new shareholders acquire shares in a company, the procedure will imply drafting the following papers:
- – a resolution of the directors regarding the transfer of shares;
- – the transfer instrument;
- – the e-stamping form issued by the Inland Revenue Authority in Singapore;
- – the cancellation of the former share certificate;
- – the application form that must be filed with ACRA;
- – the new certificate.
If you need support in issuing a share certificate, our company registration advisors in Singapore are at your disposal with tailored advice and company secretary services.
Requirements to meet upon issuing Singapore share certificates
There are several aspects that need to be considered upon the issuance of share certificates for Singapore legal entities. These are:
- – Section 161 in the Company Act must be consulted in respect to the issuance of new shares by directors;
- – in the case of allotment of new shares, the preparation of the share certificate must be done within 60 days;
- – in the case of transfer of shares, the new certificate must be drafted and issued within 30 days from filing the application with ACRA;
- – failing to meet these deadlines can lead to a penalty of 1,000 SGD.
If you need more information on the issuance of a share certificate in Singapore, please contact our local representatives no matter the procedure you are interested in.