What it covers
Stamp duty applies to documents that transfer shares in Singapore companies, and to shares in foreign companies kept on a register in Singapore. The rate is 0.2%, computed on the higher of the consideration and the market value. For unlisted shares, IRAS generally expects market value to be supported by the latest accounts, typically using net asset value, adjusted where property or other assets are carried below market.
Shares traded through the Central Depository on SGX are scripless and not subject to stamp duty on the same basis, which is one reason duty mostly matters in private M&A and secondary sales. Stamping is done online through IRAS e-Stamping, and late stamping attracts penalties.
Additional conveyance duties apply when the target is a property-holding entity whose assets are mainly Singapore residential property and the buyer becomes a significant owner. The rates are much higher than 0.2%, so the asset mix of the target should be checked early in diligence.
Key provisions and what they mean in the room
| Rule | What it says | In the data room |
|---|---|---|
| Share transfer duty | Duty of 0.2% on the higher of the purchase price or market value of the shares transferred. | Valuation support and latest management accounts should be in the closing folder. |
| Stamping deadline | Within 14 days of signing in Singapore, or 30 days if signed overseas, with penalties for late stamping. | Diary the date in the completion checklist kept in the room. |
| Additional conveyance duties (ACD) | Extra duties on acquisitions of significant interests in property-holding entities mainly owning Singapore residential property. | Include a property schedule so buyers can test the property-holding entity rules. |
Setting up the room
Prepare the value evidence
Upload the latest audited and management accounts and any property valuations used to support market value.
Track the deadline
Put signing and stamping dates in the completion checklist folder.
Check for residential property
Flag any Singapore residential property held by the group for the buyer's tax adviser.
Checklist
- Share purchase price and market value evidence.
- Latest accounts for net asset value.
- Property schedule for the group.
- Stamping responsibility agreed in the SPA.
- e-Stamping submission planned within the deadline.
Stamp duty on shares
Singapore stamp duty on a share transfer is 0.2% of the higher of the price paid and the market value of the shares. Shares bought for S$4 million with a net asset value of S$3.2 million attract S$8,000 of duty, normally paid by the buyer within 14 days of signing.
More on the stamp duty on shares calculator
Source: Stamp Duties Act 1929; IRAS guidance on stamp duty for shares and additional conveyance duties. This page is general information, not legal or tax advice.
Questions people ask
Who pays stamp duty on a share transfer in Singapore?
The buyer pays by default, although the share purchase agreement can allocate it differently.
How is market value worked out for private company shares?
IRAS generally looks at net asset value from the latest accounts, adjusted for assets such as property carried below market value. Duty is charged on the higher of that value and the price.
Is there stamp duty on SGX-listed share trades?
Shares traded scripless through the Central Depository are generally not subject to stamp duty on each trade. Off-market transfers of share certificates are dutiable.