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Data room for secondary share sales

Short answerIn a secondary sale an existing shareholder sells shares to a new investor, so the company must cooperate with due diligence, existing shareholders' rights must be respected and stamp duty paid. A small, controlled room keeps it orderly.

How it works in Singapore

Secondaries are common in Singapore's startup and growth ecosystem: early employees and angels sell to later-stage funds, and funds sell positions near the end of their life. The buyer needs company information that only the company can provide.

Shareholders' agreements usually contain rights of first refusal, tag-along and transfer restrictions, so the process must follow them.

Best data rooms for secondary share sales

Our five measures re-weighted for this use case, with a small bonus for rooms built for it. Prices before 9% GST.

  1. 1 Ellty ~S$191/mo 9.4 Visit Ellty
  2. 2 iDeals On quote 8.5
  3. 3 Ansarada On quote 8.4
  4. 4 Datasite On quote 8.4
  5. 5 Firmex On quote 8.3
  6. 6 Drooms On quote 8.1
  7. 7 Box ~S$19/user/mo 8.1
  8. 8 Intralinks On quote 8.0
  9. 9 SecureDocs ~S$320/mo 8.0
  10. 10 CapLinked ~S$382/mo 8.0
22%Security20%Deal tools18%Permissions20%Ease of use20%Cost

Folder index for secondary share sales

01
Company informationAgreed company information pack.
02
Cap tableCurrent cap table and share classes.
03
Shareholder documentsConstitution, shareholders' agreement, ROFR notices.
04
Transfer documentsSPA, transfer form, stamping.

Singapore rules that apply

Stamp duty

0.2% of the higher of price or market value, within 14 days of signing in Singapore.

Transfer restrictions

The constitution and shareholders' agreement may give existing holders rights of first refusal or require board approval.

ACRA lodgement

Transfers of private company shares are recorded in ACRA's electronic register of members once lodged.

More detail: Stamp duty on shares, Companies Act and ACRA.

Features you need

FeatureWhy it matters hereRooms in our top 10 that list it
View and download controlEach file can be set to view-only, print or download, and the setting can be changed later.9 of 10
Dynamic watermarksThe reader's name, email and time are stamped across each page as it opens, so a photographed page can be traced.10 of 10
E-signatureNDAs and closing papers are signed without leaving the platform.3 of 10

How to set it up

  1. Agree the information packThe company decides what the buyer may see.
  2. Follow transfer rightsServe ROFR notices and get approvals.
  3. Stamp on timeDiary the 14-day deadline.

Mistakes to avoid

  • Ignoring rights of first refusal.
  • Late stamping penalties.
  • Sharing more company data than agreed.

Questions people ask

Does the company have to cooperate in a secondary?

Usually the shareholders' agreement sets what information can be shared. Without company cooperation, buyers often will not proceed.

Who pays stamp duty?

The buyer by default, at 0.2%.

How is the transfer recorded?

For private companies, the transfer is lodged with ACRA, which updates the electronic register of members.