Why Singapore Companies Cannot Issue Bearer Shares, and What Became of Old Share Warrants

Short answer: No. Section 66 of the Companies Act 1967 says a Singapore company must not issue a share warrant that makes the bearer the owner of the shares and lets them pass by delivery. Old warrants issued before 29 December 1967 had to be surrendered by 1 July 2017. Every share must now sit in a named holder’s entry on the register.

Bearer shares Singapore founders ask about usually come from offshore clients who are used to anonymous ownership: a certificate is handed over, and whoever holds the paper owns the company. Singapore does not allow that structure. This guide explains what a bearer share or share warrant is, what section 66 says, what happened to warrants that existed before the ban, how foreign companies registered here are treated, and what to do if a group structure still contains bearer instruments.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

What is a bearer share,and how is it different from a registered share?

A bearer share is a share represented by a warrant that belongs to whoever physically holds it, and it passes from one person to another by handing it over. A registered share belongs to the person whose name is entered in the company’s register of members, and ownership changes only when the register changes.

The difference matters because the register is the legal record of who owns the company. With a registered share, a director, a bank, a regulator or a buyer can read the register and see the owner. With a bearer instrument, the company has no idea who owns it at any given moment. The Ministry of Finance gives exactly this reason for the policy: bearer share instruments carry the risk of enabling untracked transfers of financial assets, and removing them strengthens the transparency of companies.

Can a Singapore company issue bearer shares or share warrants?

No. Section 66(1) of the Companies Act 1967 provides that a company must not issue any share warrant stating that the bearer is entitled to the shares specified in it and which enables the shares to be transferred by delivery of the warrant. The Ministry of Finance confirms that Singapore has prohibited the issue of share warrants under section 66 since 29 December 1967.

In practice this means that a constitution, shareholders’ agreement or term sheet that promises “bearer” instruments cannot be given effect in a Singapore company. If an investor or an offshore client asks for one, the usual answer is to issue ordinary registered shares and, where confidentiality is the real concern, to discuss what the law permits with a law firm (see the section on alternatives below).

What happened to share warrants issued before 29 December 1967?

They were phased out. The Companies (Amendment) Act 2014 changes took effect on 1 July 2015 and gave bearers of older warrants a two-year period to convert them into registered shares, and that period ended on 1 July 2017.

Section 66(2) to (4) sets out how the transition worked:

1. The bearer of a share warrant issued before 29 December 1967 could, in the two years after 1 July 2015, surrender it for cancellation and have the bearer’s name entered in the register of members.
2. If a company entered a name in the register without the warrant being surrendered and cancelled, the company became responsible for any loss caused by doing so.
3. A company was required to cancel any pre-1967 warrant that was unaccounted for when the two-year period expired, and it is not responsible for loss caused by that cancellation.

The Ministry of Finance’s reminder of 30 June 2016 put the consequence plainly: outstanding warrants not surrendered by 1 July 2017 would be cancelled by the issuing companies and would cease to carry equity rights. Anyone who still holds an old bearer certificate for a Singapore company should treat it as having no equity value, and should speak to a law firm before relying on it for anything.

How are bearer shares treated for foreign companies registered in Singapore?

Section 383 deals with foreign companies registered under the Act, such as a foreign company that has set up a branch in Singapore. Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of a bearer share or share warrant by such a company is void, and no civil proceedings may be brought or maintained in any court for or in respect of such an instrument. The section carries an amendment note for Act 15 of 2017.

This closes a gap. A foreign company could not use its Singapore registration as a base for dealing in bearer instruments here. The section is limited to dealings in Singapore and to foreign companies registered under the Act, so it does not say how a foreign court or a foreign company’s home law treats its own bearer shares. For that you need advice on the law of the place of incorporation.

What should you do if a group structure still includes bearer shares?

Treat it as a structuring and disclosure problem, and fix it before a bank, buyer or auditor asks. The usual situations are a foreign holding company whose home law still recognises bearer shares, an inherited warrant found in old company files, or a client who wants to restructure and has not told the secretary what the paper trail looks like.

A sensible order of work is:

1. List every Singapore company in the group and read its register of members. Each Singapore company should show only named holders. A register of members that does not account for all issued shares needs investigating.
2. Identify the holder of any foreign entity above the Singapore company. If the foreign parent has bearer instruments, ask the foreign counsel how it can convert them to registered form under its own law.
3. Locate any old warrant for a Singapore company and compare it against the date it was issued. A pre-1967 warrant that was never surrendered would have been cancelled after 1 July 2017 under section 66(4).
4. Record the correct holder through a proper share transaction. A new issue is an allotment of new shares, and a change of owner is a filed transfer, with stamp duty on the share transfer where it applies.
5. Issue a share certificate in the name of the registered holder, so the paper and the register agree.

Where the facts are unclear, or where someone claims rights under an old warrant, the position can turn into a dispute. Court proceedings are conducted by a Singapore Advocate and Solicitor, and a company facing a contested ownership claim can speak to a Singapore law firm early rather than after the register has been changed.

What can you use instead if you want privacy over who owns the shares?

Singapore offers no anonymous holding, but a registered holder’s name on the register is not the whole story. A person may hold shares through a nominee, and the Act has a dedicated Part for the register of controllers and the registers of nominee directors and nominee shareholders, which is the part of the Act that sets out these disclosure registers. The point of these registers is the opposite of bearer shares: the company records who is behind the shares, even if the public name on the register is a nominee.

That means a nominee arrangement is a transparent substitute for control, not an anonymous one. Our guides on the register of registrable controllers and on protecting your rights with a nominee shareholder explain how this works, and our sister site explains the register of nominee shareholders in more detail.

If the real aim is easy transfer, the registered system is quicker than many people expect. ACRA says that for a private company a share transfer must be notified within 14 days and takes effect once its electronic register of members is updated, and that the date cannot be backdated.

What should a company secretary check when bearer shares appear in due diligence?

Check whether the instrument relates to a Singapore company or a foreign one, and when it was issued. A Singapore company cannot validly hold a bearer share in issue today, so a request to “confirm the bearer shares” is a prompt to look at the register and the incorporation documents.

Typical questions in a deal or bank file:

• Does the register of members match the share capital shown on the Business Profile and in the latest accounts?
• Is there any document in the minute book that refers to a warrant or bearer certificate, and if so, what is its date?
• Do the constitution and past resolutions allow only registered shares?
• If a foreign holding company is involved, what do its own constitutional documents say about the form of its shares?

Our team can review the registers against the ACRA record and prepare a short note on any gaps for your law firm. A free copy of the register of members can be downloaded through ACRA’s guidance on share transactions and information, which is a quick first comparison with your internal copy.

Frequently asked questions

Are bearer shares legal in Singapore?

No. Section 66(1) of the Companies Act 1967 bars a company from issuing a share warrant that makes the bearer entitled to the shares and lets them pass by delivery, and the Ministry of Finance says the issue of share warrants has been prohibited since 29 December 1967.

What happened to bearer shares that already existed?

Warrants issued before 29 December 1967 could be surrendered for cancellation and exchanged for a registered entry during the two years after 1 July 2015. Those not surrendered by 1 July 2017 were to be cancelled by the issuing companies and ceased to carry equity rights.

Can a foreign company registered in Singapore deal in bearer shares here?

No. Under section 383, any allotment, issue, sale, transfer, assignment or disposition in Singapore of a bearer share or share warrant by a foreign company registered under the Act is void, and civil proceedings on such an instrument cannot be brought or maintained.

Does a nominee shareholder make ownership anonymous?

No. The Act has a Part covering the register of controllers and the registers of nominee directors and nominee shareholders, so a nominee arrangement leaves a record with the company. See our guides on controllers and nominees for the detail.

How do I show who owns the shares in my company?

The register of members is the record of ownership, and ACRA’s guidance explains how to check current shareholders and download a free copy of the register. Keep your share certificates consistent with it.

Official sources: the Ministry of Finance notice Reminder to Convert Share Warrants to Registered Shares by 1 July 2017 and the Companies Act 1967 on Singapore Statutes Online.

Last reviewed: 6 November 2026. The Editorial Team, Raffles Corporate Services.