When shares in a Singapore private limited company are transferred from one party to another, stamp duty is payable on the instrument of transfer. Whether you are buying shares, selling shares, or restructuring your company’s shareholding, understanding how stamp duty on share transfers works in Singapore is essential. This guide covers the rates, calculation method, payment process, exemptions, and common scenarios for 2026.

What Is Stamp Duty on Share Transfers?

Stamp duty is a tax levied on certain legal documents, including instruments of transfer. In Singapore, when shares in a company are transferred, the transfer instrument (typically a share transfer form or instrument of transfer) must be stamped before it is legally effective. The duty is collected by the Inland Revenue Authority of Singapore (IRAS) under the Stamp Duties Act 1929.

Failure to stamp a transfer instrument does not void the transaction, but the unstamped document cannot be used as evidence in court and may attract late stamping penalties.

Stamp Duty Rate for Share Transfers in 2026

The stamp duty rate for share transfers in Singapore is 0.2% of the consideration paid or the net asset value (NAV) of the shares, whichever is higher.

The formula is:

Stamp Duty = 0.2% × Higher of (Purchase Price or NAV of Shares)

For example: If shares are sold for S$500,000 but the NAV of the shares is S$700,000, stamp duty is calculated on S$700,000:

S$700,000 × 0.2% = S$1,400

If the purchase price exceeds the NAV, stamp duty is calculated on the purchase price instead.

How to Calculate the NAV of Shares

The NAV per share is calculated as the company’s total net assets (total assets minus total liabilities) divided by the total number of issued shares. IRAS requires that the NAV be determined from the company’s latest audited accounts, or management accounts if audited accounts are not available.

For most Singapore private companies (which are not required to audit unless they fail the “small company” criteria under the Companies Act), the most recent unaudited management accounts or financial statements will be used. The NAV used should reflect the position as close as practicable to the date of transfer.

Disputes about NAV can arise in transactions involving intellectual property, goodwill, or other intangible assets. Professional valuation may be necessary for complex transactions.

Who Pays Stamp Duty?

By default under the Stamp Duties Act, stamp duty on a share transfer is payable by the buyer (transferee). However, parties are free to contractually agree that the seller bears the cost, or that the duty is split — what matters legally is that the instrument is stamped, regardless of which party pays.

In practice, share sale and purchase agreements in Singapore typically specify who bears stamp duty. It is important to address this clearly in the transaction documents to avoid disputes.

How to Pay Stamp Duty in Singapore

Stamp duty on share transfers is paid electronically through the IRAS e-Stamping portal. The process is as follows:

Step 1: Execute the instrument of transfer (i.e., sign the share transfer form).

Step 2: Log in to the IRAS e-Stamping portal using Singpass or CorpPass.

Step 3: Enter the transaction details — purchase price, number of shares transferred, and NAV per share.

Step 4: Pay the stamp duty via PayNow or GIRO.

Step 5: Receive the e-stamp certificate, which should be retained with the transfer instrument.

Stamp duty must be paid within 14 days of the instrument being executed in Singapore, or within 30 days if executed overseas. Late stamping is allowed but attracts penalties.

Stamp Duty Exemptions and Reliefs

Certain share transfers may qualify for stamp duty exemptions or reliefs:

Intra-group relief: A stamp duty remission is available for share transfers between related companies (i.e., companies within the same group) where the transferor holds at least 75% of the ordinary shares in the transferee, or vice versa, or both are at least 75% owned by a common holding company. An application must be submitted to IRAS for approval before the transfer.

Reconstruction and amalgamation relief: Stamp duty relief may be available where shares are transferred as part of a qualifying corporate reconstruction or amalgamation under the Companies Act.

Bankruptcy and winding up: Transfers pursuant to a court order in bankruptcy or winding-up proceedings may be exempt.

Gifts: Even if no consideration is paid (e.g., shares gifted between family members), stamp duty is still payable based on the NAV of the shares — there is no gift exemption for stamp duty purposes.

Stamp Duty and the Share Transfer Process

Paying stamp duty is one step in the broader share transfer process for a Singapore private company. The full process typically involves:

• Executing a share sale and purchase agreement
• Obtaining board approval (and shareholder approval if required by the company’s Constitution)
• Checking that there are no pre-emption rights or transfer restrictions in the Constitution or any shareholder agreement that would prevent the transfer
• Executing the instrument of transfer and share certificate
• Paying stamp duty via IRAS e-Stamping
• Updating the company’s register of members and register of transfers
• Filing the updated register with ACRA via BizFile+

For more detail on the shareholding structure of a Singapore company, see our articles on shareholder agreements and director duties.

Common Scenarios and Stamp Duty Implications

Founder share transfers: When a founder transfers shares to an investor or co-founder, stamp duty is payable on the higher of the consideration or NAV. At early stage, if NAV is low, the purchase price may be the applicable basis.

Employee share option exercises: When employees exercise share options and shares are transferred (rather than allotted), stamp duty is payable. Newly allotted shares do not attract stamp duty — only transfers of existing shares do.

Estate transfers: Transfers of shares pursuant to the estate of a deceased person may be subject to stamp duty depending on the instrument used. Transfers by way of assent to a beneficiary under a will are generally not dutiable; transfers by way of sale are.

Restructuring: Before restructuring a group through share transfers, always assess stamp duty implications and whether the intra-group relief applies. Failure to claim relief on time can result in the full duty becoming payable.

How Raffles Corporate Services Can Help

Raffles Corporate Services assists with all aspects of share transfers for Singapore private companies, including preparing transfer documentation, calculating and paying stamp duty on behalf of clients, updating the register of members, and filing with ACRA. We also assist with the incorporation of new companies and ongoing corporate secretarial services.

Contact us at [email protected] or call +65 8501 7133. Our office is at 10 Anson Road, #10-11 International Plaza, Singapore 079903.

The Editorial Team, Raffles Corporate Services