When shares in a Singapore private limited company are transferred from one party to another, the transaction attracts stamp duty — a tax imposed by the Inland Revenue Authority of Singapore (IRAS) on instruments effecting the transfer of immovable property, stocks, and shares. This applies whether the transfer is a sale, a gift, a restructuring, or a transfer between related companies.

Failing to stamp the transfer instrument within the prescribed time frame exposes the parties to penalties. This guide covers everything you need to know about Singapore stamp duty on share transfers in 2026: the rate, the computation method, exemptions, the stamping process, and the penalties for non-compliance.

What Is Stamp Duty on Share Transfers?

Stamp duty is a tax on legal documents. In the context of share transfers, the instrument that attracts duty is the instrument of transfer — typically a Stock Transfer Form or Share Transfer Form — that formalises the change in ownership of shares in a company. The duty must be paid to IRAS before the transfer instrument can be treated as valid for legal purposes.

The legal basis for stamp duty in Singapore is the Stamp Duties Act 1929. IRAS administers the collection of stamp duty through its e-Stamping portal.

Stamp Duty Rate on Share Transfers

The stamp duty rate on the transfer of shares in a Singapore company is 0.2% of the higher of the consideration paid or the net asset value (NAV) of the shares.

Consideration vs Net Asset Value

IRAS uses the higher of two figures as the basis for stamp duty:

  • Consideration: The actual purchase price paid for the shares
  • Net Asset Value (NAV): The proportionate share of the company’s net assets represented by the shares being transferred, based on the latest available financial statements

If shares are transferred as a gift (nil consideration), IRAS will use the NAV of the shares as the stamp duty basis. If a sale occurs at below NAV — for example, in a related-party transaction — IRAS will use the NAV, not the lower sale price.

Worked Example

Scenario Basis for Stamp Duty Stamp Duty Payable
Shares sold at S$500,000; NAV = S$450,000 S$500,000 (consideration is higher) S$1,000 (0.2% × S$500,000)
Shares sold at S$300,000; NAV = S$400,000 S$400,000 (NAV is higher) S$800 (0.2% × S$400,000)
Shares gifted; NAV = S$250,000 S$250,000 (NAV used for gifts) S$500 (0.2% × S$250,000)

How to Determine the NAV of the Shares

The NAV per share is calculated as follows:

NAV per share = (Total Net Assets of the Company ÷ Total Number of Issued Shares) × Number of Shares Being Transferred

Total net assets are taken from the company’s latest audited financial statements or, if the company is not required to be audited (as is the case for small companies under the Companies Act 1967), from the most recent unaudited management accounts. For companies that have recently been incorporated and have no financial statements, the NAV may be based on the paid-up capital.

If the company holds immovable property in Singapore, IRAS may adjust the NAV to reflect the market value of that property at the time of the transfer. This prevents stamp duty avoidance through property-holding companies by ensuring the property’s current value is reflected in the NAV.

Who Is Liable to Pay?

By default, stamp duty on share transfers is payable by the purchaser (transferee). However, parties are free to contractually agree that the seller will bear the duty, or that it will be shared. Regardless of the commercial arrangement, IRAS looks to the purchaser as the party legally responsible for ensuring the instrument is stamped.

Exemptions and Remissions

Corporate Restructuring Relief

Stamp duty relief is available for share transfers that form part of a qualifying corporate restructuring. Under Section 15 of the Stamp Duties Act, IRAS may remit stamp duty where the transfer is made between entities within the same corporate group (e.g., from a parent to a wholly owned subsidiary) and the restructuring satisfies the qualifying conditions. The relief must be applied for; it is not automatic.

Transfers Under a Will or Intestacy

Transfers of shares occurring by operation of law — such as a transfer to beneficiaries under a deceased’s estate — are not subject to stamp duty.

Nominal Duty for Certain Instruments

Some share transfer instruments — such as a transfer for no consideration between spouses, or a transfer forming part of a court order — may attract nominal duty of S$10. These cases are assessed by IRAS on the facts.

The Stamping Process (e-Stamping)

Step 1: Prepare the Transfer Instrument

The share transfer instrument (a Stock Transfer Form or Share Transfer Form) must be completed and signed by both parties. The form should state the number of shares being transferred, the consideration (if any), and the details of the transferor and transferee.

Step 2: Log In to the IRAS e-Stamping Portal

Stamp duty is paid via the IRAS e-Stamping portal, accessible through Singpass. You will need to log in with the Singpass credentials of the stamping party (typically the purchaser or their authorised representative).

Step 3: Submit the Details

On the portal, select “Stocks and Shares” as the document type, and input the required details: the consideration, the NAV of the shares (or the basis of the transfer), the parties, and the date of the instrument. Upload a scanned copy of the signed transfer instrument.

Step 4: Pay the Stamp Duty

Stamp duty is paid online via eNETS, credit card, or PayNow. Once payment is confirmed, IRAS will issue an e-Certificate of Stamp Duty, which is the official record of the stamped instrument.

Step 5: Update the Company’s Register

Once the instrument is stamped, the company secretary should update the company’s Register of Members (share register) to reflect the change in ownership. In Singapore, all private limited companies are required to maintain an up-to-date register of members under the Companies Act 1967. For companies that use ACRA’s electronic register (which is the default for most companies), the company secretary will also need to update ACRA’s records.

For ongoing corporate secretarial support and share register maintenance, Raffles Corporate Services provides a full suite of company secretary services in Singapore.

Time Limits for Stamping

The instrument of transfer must be stamped within the following time limits:

Document Executed Stamping Deadline
In Singapore 14 days from the date of the instrument
Outside Singapore (received in Singapore) 30 days from the date of receipt in Singapore

If the instrument is not stamped within the prescribed period, late stamping is possible but penalties apply.

Penalties for Late or Unstamped Instruments

An unstamped or insufficiently stamped instrument is not admissible as evidence in court and cannot be acted upon by ACRA for the purposes of registering the share transfer. IRAS imposes penalties on late stamping as follows:

Delay Penalty
Up to 3 months late S$10 or the full amount of stamp duty, whichever is greater
3 to 6 months late S$25 or 4× the unpaid stamp duty, whichever is greater
More than 6 months late S$50 or 10× the unpaid stamp duty, whichever is greater

In addition to the penalty, all unpaid stamp duty must be paid before the instrument can be admitted in evidence or registered with ACRA.

Stamp Duty and Share Transfers in Corporate Transactions

Stamp duty is often a consideration in mergers and acquisitions, group restructuring exercises, and business sale transactions. In a share sale (as opposed to an asset sale), the purchaser acquires the shares of the company and must pay stamp duty on the transfer. In contrast, an asset sale involves the transfer of specific business assets, each of which may have its own stamp duty implications (for example, stamp duty on the transfer of immovable property is typically 1% to 4% of the property value, on a graduated scale).

Parties to corporate transactions should factor stamp duty into the deal costs at the structuring stage. For larger transactions, it is worthwhile seeking legal and tax advice on whether any exemptions or remissions are available before the transfer instrument is executed.

For a broader overview of corporate compliance requirements for Singapore companies, see our guide on Annual Return filing in Singapore. For the accounting and tax implications of share transfers, including how to record the transaction in the company’s books, the team at Raffles Corporate Services is available to assist.

Frequently Asked Questions

Do I need to pay stamp duty if shares are transferred as a gift?

Yes. Stamp duty at 0.2% of the NAV of the shares applies even where there is no monetary consideration. IRAS will compute the duty based on the NAV since there is no sale price to use as the basis.

Is stamp duty payable on the transfer of shares in a foreign company?

Only if the shares are in a company incorporated in Singapore. Shares in a foreign company are not subject to Singapore stamp duty, even if the transfer instrument is executed in Singapore (though it is advisable to confirm this with a tax adviser where cross-border elements are involved).

What happens if I lose the e-Certificate of Stamp Duty?

You can retrieve the e-Certificate from the IRAS e-Stamping portal at any time by logging in and searching your past stamping transactions. Keep a copy on record as it may be required by ACRA, lawyers, or auditors.

Does the company’s secretary stamp the share transfer?

The stamping obligation falls on the parties to the transfer — typically the purchaser. In practice, the company secretary often handles the stamping process on behalf of the parties as part of the share transfer service. Raffles Corporate Services provides end-to-end share transfer services, including preparation of the instrument, stamping, and updating the register of members.

For any questions on share transfers or stamp duty, contact the team at Raffles Corporate Services at [email protected] or call, SMS, or WhatsApp +65 8501 7133.

— The Editorial Team, Raffles Corporate Services