In the fluid business environment of 2026, capital restructuring and ownership changes are common. However, in Singapore, moving shares or issuing new ones isn’t as simple as a handshake. Both share allotment (issuing new shares) and share transfers (moving existing shares) are governed by strict timelines under the Companies Act 1967 and the Inland Revenue Authority of Singapore (IRAS).
At Hallmark Corporate Services, we’ve synthesized the 2026 requirements into a clear compliance checklist to help you avoid the “late filing trap.”
1. Share Allotment: The New Issuance Checklist
Share allotment occurs when a company creates and issues new shares to existing or new investors.
- [ ] Board Approval & Resolution: Directors must pass a resolution to issue shares. In 2026, check your Constitution; most require an Ordinary Resolution from shareholders to authorize directors to issue shares (Section 161).
- [ ] Return of Allotment (ACRA): You must lodge a “Return of Allotment” via BizFile+ within 14 days of the allotment date.
- [ ] Update Register of Members: For private companies, the allotment is only legally effective once ACRA’s Electronic Register of Members (EROM) is updated.
- [ ] Issue Share Certificates: New certificates must be issued to the allottees within two months of the allotment.
Note: There is no stamp duty on the allotment of new shares.
2. Share Transfer: The Ownership Change Checklist
A share transfer happens when an existing shareholder sells or gifts their shares to another party.
- [ ] Review Pre-emptive Rights: Check the Company Constitution. Existing shareholders often have the “right of first refusal” before shares can be sold to outsiders.
- [ ] Instrument of Transfer: Execute a formal “Instrument of Transfer” signed by both the transferor and transferee.
- [ ] Board Approval: The Board must formally approve the transfer. They have 30 days to decide and must provide written reasons if they refuse.
- [ ] IRAS Stamp Duty (The Critical Step): Before filing with ACRA, stamp duty must be paid to IRAS.
- Rate: 0.2% of the purchase price or the net asset value (NAV) of the shares, whichever is higher.
- Deadline: Within 14 days of the Instrument of Transfer being signed (if signed in Singapore).
- [ ] Lodge with ACRA: Once the stamp duty certificate is received, notify ACRA via the “Update Shares Information” eService within 14 days.
- [ ] Cancel & Re-issue Certificates: The old certificate must be surrendered and cancelled, and a new one issued to the transferee within one month.
3. Common Pitfalls to Avoid in 2026
- Backdating Transactions: ACRA’s electronic systems prevent the backdating of transfers or allotments. The effective date is the date the filing is lodged and accepted.
- Missing the 14-Day Window: Late notification to ACRA can trigger composition fines starting from S$300 per breach.
- Inaccurate Valuation: When transferring shares in a private company, the “Market Value” is often based on the company’s Net Asset Value (NAV) from the latest audited or management accounts. Under-declaring this value can lead to IRAS audits and penalties.
Conclusion: Precision is Your Best Policy
Share transactions are the DNA of your company’s structure. In 2026, with ACRA and IRAS systems more integrated than ever, a minor clerical error can stall a major investment round or lead to a compliance red flag.At Hallmark Corporate Services, we manage the entire lifecycle of share allotment and transfers. From drafting the necessary board resolutions to calculating stamp duty and managing BizFile+ lodgments, we ensure your cap table remains pristine.