Your Guide to Resolution for Transfer of Shares
In this guide and the resolution template, the shareholder intending to transfer their shares will be referred to as the “transferor”, while the shareholder intending to receive the transferred shares will be referred to as the “transferee”.
Preamble to the Resolution
The preamble to the resolution would typically describe the proposed transaction in brief. For example, it could state that the transferor has entered into an instrument of transfer with the transferee to transfer X number of shares.
Resolution Approving the Transfer of Shares
Once the instrument of transfer has been executed (i.e. signed by an authorised person, such as a director), the transferor would then make a written share transfer request to the Board of Directors (the “Board”).
The company’s constitution usually provides that share transfers can only take place with board approval. For example, clause 26 of the Model Constitution states that the directors may decline to lodge a Notice of Transfer of shares if the directors do not approve of the transferee.
If the Board approves the transfer, it will issue a board resolution to this effect. This resolution will state that the Board approves the transfer of shares, subject to the Share Transfer Form being fully-stamped (i.e. fully paid), as stamp duty will have to be paid when shares are transferred.
The party paying stamp duty should submit a Share Transfer Form to the Inland Revenue Authority of Singapore (IRAS) for stamping (i.e. for paying the relevant stamp duty).
The transferor will also have to surrender their original share certificate to the company. Upon receipt of the share certificate, the Board will submit a Notice of Transfer to the Accounting and Corporate Regulatory Authority (ACRA) through the BizFile+ website.
The transfer will only be effective once ACRA has updated its electronic register of company members.
The resolution would also typically provide that, upon the registration of the share transfer, a share certificate be issued to the transferee.
In relation to any documents that would have to be in writing under seal, such as the share certificate, this resolution would also grant the authority to either affix the company’s common seal, or rely on section 41B of the Companies Act which provides that a company may execute a deed without a common seal by signature:
- On behalf of the company by a director of the company and a company secretary;
- On behalf of the company by at least 2 directors of the company; or
- On behalf of the company by a director of the company in the presence of a witness who attests the signature.
Template for Resolution to Transfer Shares
Need a template for resolutions passed to transfer shares? You can get one here.
- What are Annual General Meetings (AGMs) in Singapore?
- Anti-Money Laundering Regulations and Your Business: What You Need to Know
- Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
- Dividend Payments Guide for Singapore Business Owners
- Company Audits in Singapore: Requirements and Exemptions
- Guide to Transferring Shares in a Singapore Private Company
- How to Hold Extraordinary General Meetings (EGMs) in Singapore
- How to Issue Shares in a Singapore Private Company
- How to Reduce the Share Capital of Your Singapore Company
- Legally Conducting Lucky Draws for Singapore Businesses
- Dormant Companies and Their Filing Obligations in Singapore
- How to Hold a Board Meeting in Singapore
- Can Directors be Liable for Company Debts in Singapore?
- Paid-Up Capital in Singapore: A Complete Guide (Is $1 Enough?)
- Restaurant Inspection and Food Safety Rules in Singapore
- Preparing a Register of Shareholders for a Singapore Company
- Essential Regulatory Compliance Guide for Singapore Companies
- Finding a Suitable Corporate Secretarial Firm in Singapore
- Oppression of Minority Shareholders
- Process Agents in Singapore
- Shadow Directors: Who are They and What Duties Do They Owe to the Company?
- Guide to Directors' Remuneration in Singapore
- 3 Types of Insurance Every Singapore Business Needs
- How to Change the Name of Your Singapore Company
- How to Remove a Director from a Company in Singapore
- Appointing Company Directors in Singapore: Eligibility, Process etc.
- Company Loans to Directors/Shareholders (& Vice Versa) in Singapore
- Share Transmission: What Happens If a Shareholder Dies in Singapore?
- Business Will: How to Pass on Your Business to Your Successors in Singapore
- Shareholder Rights in Singapore Private Companies
- Removal and Resignation of Company Auditor in Singapore
- Shareholder Roles and Obligations in Singapore Companies
- Creating and Registering Charges in Singapore: Guide for Companies
- How to Commence a Derivative Action on Behalf of a Company in Singapore
- Managing Director vs CEO in Singapore: Roles and Obligations
- Appointing an Authorised Representative for Foreign Companies in Singapore
- Business Partnership Disputes in Singapore: How to Resolve
- Guide to Effective Business Continuity Planning in Singapore
- Buy-Sell Agreements: How to Write & Fund Them in Singapore
- Appointing a Company Secretary: Roles and Responsibilities
- Directors' Duties in Singapore
- Company Constitutions in Singapore and How to Draft One
- Company Memorandum and Articles of Association
- Minutes of Company Meeting in Singapore: How to Record
- Guide to Filing Financial Statements for Singapore Business Owners
- Filing Annual Returns For Your Business
- Memorandum of Understanding (MOU): Does Your Business Need One?
- Company Resolutions: What are They?
- Board Resolutions in Singapore
- Guide and Template for Notice of Extraordinary General Meeting
- How to Set Up a Register of Controllers
- How to Set Up a Register of Nominee Directors
- Your Guide to Resolutions Passed at a First Directors’ Meeting
- Your Guide to Resolutions to Appoint a Company Secretary
- Your Guide to Resolutions for Authority to Act on a Share Purchase and Subscription Agreement
- Your Guide to Shareholders’ Resolutions for Share Allotments
- Your Guide to Resolution for Authorisation of Investment in the Shares of Another Company
- Your Guide to Share Certificates in Singapore: Usage and How to Prepare
- Your Guide to Resolution for Transfer of Shares
- Your Guide to Resolution for Change of Registered Address
- Your Guide to Board Resolution for Approval/Allotment of Shares
- Your Guide to Resolutions to Increase a Company's Share Capital
- What is Withholding Tax and When to Pay It in Singapore
- Singapore Influencers: Here's How to Calculate Your Income Tax
- Corporate Tax in Singapore: How to Pay, Tax Rate, Exemptions
- When to Register for GST, How and Responsibilities after Registration
- Start-Up Tax Exemption Guide for New Singapore Companies
- Tax Investigation of Tax-Evading Business Owners in Singapore
- Small Business Accounting Services in Singapore
- Essential PDPA Compliance Guide for Singapore Businesses
- Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
- How Can Companies Dispose of Documents Containing Personal Data?
- Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
- Appointing a Data Protection Officer For Your Business: All You Need to Know
- Summary: Your Organisation's 9 Main PDPA Obligations
- Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
- GDPR Compliance in Singapore: Is it Required and How to Comply
- Is It Legal for Businesses to Ask for Your NRIC in Singapore?
- PDPA Consent Requirements: How Can Your Business Comply?
- Legal Options If Employees Breach Confidentiality in Singapore
- Insolvency: Claw-back of Assets from Unfair Preference and Undervalued Transactions
- Striking Off a Company
- What Should a Creditor Do When a Company Becomes Insolvent?
- Dissolution of partnerships in Singapore
- Validation of Payments Made by Companies Being Wound Up
- Can a Company that Struck Itself Off the Register Later Apply to Restore Itself?
- Closing Your Singapore Business: What You Need to Settle
- How to File a Proof of Debt against a Company in Liquidation
- Winding Up a Company