Selling a company is the biggest transaction many Singapore owners will ever make. It is also a process with a predictable shape: prepare, find buyers, run due diligence, negotiate, complete. Owners who prepare properly tend to get better terms, fewer price adjustments and a faster close. This guide walks through each stage and shows where the data room fits.
It is general information for planning; take advice from Singapore counsel, accountants and a corporate finance adviser for your sale.
Share sale or asset sale?
| Share sale | Asset sale | |
|---|---|---|
| What transfers | The company itself, with all assets, liabilities and history | Selected assets and contracts |
| Contracts | Stay with the company, subject to change of control clauses | Must be assigned or novated, often with consent |
| Employees | Stay employed by the company | Transfer under the Employment Act rules on transfers of undertakings, where they apply |
| Stamp duty | 0.2% on the higher of price or market value of the shares | Duty on property transferred; buyer’s stamp duty on real estate |
| GST | Generally no GST on the share transfer | GST may apply unless the transfer of a going concern relief applies |
| Due diligence | Wide: the buyer inherits everything | Narrower: focused on the assets bought |
Most Singapore private company deals are share sales, because they are simpler to complete and the business carries on unchanged. Asset sales are common when the buyer wants to leave liabilities behind, or when only part of the business is for sale.
The stages of a sale
A typical sale process
- Months 1 to 3PrepareClean up records, vendor due diligence, build the data room, appoint advisers.
- Months 3 to 4MarketTeaser, NDAs, information memorandum, indicative offers.
- Months 4 to 6Due diligenceShortlisted bidders in the data room; Q&A; site visits.
- Months 6 to 7Negotiate and signShare purchase agreement, disclosure letter, conditions.
- After signingCompleteConsents and approvals, stamp duty, ACRA filings, payment.
Estimate your own timeline
Preparing for due diligence
Buyers will ask the same questions every time, so answer them before they are asked. The Singapore due diligence checklist lists the documents in full; these are the items that most often cost sellers money when found late.
Fix these before buyers arrive
- Registers that do not match ACRA, unlodged allotments, missing resolutions
- Accounts that were never audited or have unexplained adjustments
- GST errors and missing reverse charge on imported services
- CPF arrears or misclassified contractors
- Expired work passes or quota issues
- Key contracts that terminate or need consent on a change of control
- IP created by founders or contractors without a written assignment
- Property used by the business but owned personally, without a lease
Vendor due diligence
In competitive sales, many Singapore sellers commission a vendor due diligence report on the financials, and sometimes on tax and legal matters. It finds problems early, gives bidders a common starting point and can shorten the process. Put it in the data room with reliance terms for the final buyer.
Running the data room
The data room is where bidders review the business. Organise it to mirror the request list, release information in stages and keep the Q&A in one place.
How information is released
- TeaserAnonymous one-pager to potential buyers.
- NDA and IMInformation memorandum to those who sign.
- Phase 1 roomCore folders for shortlisted bidders.
- Phase 2 roomSensitive folders for the preferred bidder.
- ConfirmatoryFinal checks before signing.
Competitively sensitive information, such as customer pricing, should go to a competitor bidder only through a clean team of outside advisers. Personal data should be aggregated early and released by name only to the preferred bidder, as explained in our PDPA due diligence guide.
What will the room cost? For a single-buyer SME sale a published-price room is usually enough; a competitive mid-market process with several bidders may justify an enterprise room. Compare them for your deal:
Data room cost for your sale
Set the type of project, your own head count in the room, the number of months it stays live and the GST setting. Rows follow our ranking.
| Data room | Pricing | Project total |
|---|---|---|
 Ellty | Monthly | S$833 |
 iDeals | Range | ~S$10,028 to S$29,648 |
 Datasite | Range | ~S$10,028 to S$29,648 |
 Ansarada | Range | ~S$10,028 to S$29,648 |
 Firmex | Range | ~S$10,028 to S$29,648 |
 Drooms | Range | ~S$10,028 to S$29,648 |
 Intralinks | Range | ~S$10,028 to S$29,648 |
 Box | Per seat | S$663 |
 Citrix ShareFile | Monthly | S$305 |
 DealRoom | Range | ~S$10,028 to S$29,648 |
 SmartRoom | Range | ~S$10,028 to S$29,648 |
 CapLinked | Monthly | S$1,666 |
 SecureDocs | Monthly | S$1,395 |
 ShareVault | Range | ~S$10,028 to S$29,648 |
 Onehub | Monthly | S$83 |
 Venue by DFIN | Range | ~S$10,028 to S$29,648 |
 Digify | Monthly | S$671 |
 DocSend | Per seat | S$2,023 |
Where a vendor lists a price, the total uses it, turned into Singapore dollars at S$1.2792 per US dollar (16 October 2026). Vendors that only quote get a band: our observed range for this kind of Singapore project, which is not a figure from the vendor. Treat all totals as planning numbers.
Negotiating: SPA and disclosure
The share purchase agreement contains the price mechanism (locked box or completion accounts), warranties about the business, indemnities for known issues, and the conditions to completion. The seller qualifies the warranties in a disclosure letter that refers to documents in the data room. A well-organised room makes general disclosure of the room’s contents, and specific disclosures, easier to agree.
Warranty and indemnity insurance is increasingly used in Singapore mid-market deals. The insurer will read the due diligence reports and the disclosure, so a clean room helps there too.
Competition and other approvals
Most private sales need no regulatory approval. Larger deals in concentrated markets should be checked against the CCCS guides: the CCCS is likely to look closely where the merged business would have 40% or more of a market, or 20% to 40% where the three largest firms hold 70% or more. Notification is voluntary. Regulated businesses, such as MAS-licensed firms, healthcare providers and some education operators, may need a regulator’s approval for a change of control.
Check the CCCS guides
Completion: stamp duty and filings
On completion, the buyer pays the price, the seller delivers the share transfer and the company updates its records. Three Singapore steps follow:
Stamp duty at 0.2% on three example sales
Duty is charged on the higher of the price and the market value of the shares.
Work out stamp duty on your sale
If the company mainly owns Singapore residential property, additional conveyance duties may apply at much higher rates. Check early.
Sell a Singapore company in six steps
- Get readyFix ACRA records, accounts, tax, CPF and contracts; consider vendor due diligence.
- Build the roomIndex matched to the request list and SPA warranties; personal data masked.
- Find buyersTeaser, NDAs and information memorandum through your adviser.
- Run due diligencePhase 1 and phase 2 folders, Q&A in the room, clean team if needed.
- Negotiate and signSPA, disclosure letter, any approvals and W&I insurance.
- CompletePayment, share transfer, 0.2% stamp duty within 14 days, ACRA lodgement, archive the room.
For data room rankings for a sale, see sell-side due diligence and, for smaller deals, SME sales. IRAS explains stamp duty on shares at iras.gov.sg.
Questions people ask
How long does it take to sell a company in Singapore?
Often six to nine months from preparation to completion for a mid-market sale, and three to four months for a small business with one buyer.
Who pays stamp duty when selling shares?
The buyer, by default, at 0.2% of the higher of the price and the market value of the shares.
Is there capital gains tax on selling a company in Singapore?
Singapore does not have a general capital gains tax, but whether a gain is treated as capital or income depends on the facts, and specific rules can apply. Take tax advice.
Do I need a data room to sell my company?
It is not required, but it organises documents, protects them, gives you a record of disclosure and makes due diligence faster.
Do employees need to agree to a share sale?
No. In a share sale employees remain employed by the same company. Check contracts for change of control terms and plan communication.