SHARE REGISTRY IN SINGAPORE: WHAT DOES IT MEAN FOR YOUR COMPANY?

Establishing a business in Singapore is an exciting endeavor. However, there are a lot of legal and administrative requirements. Shareholders are essential in a company’s ownership structure and governance.

Maintaining a share register is one of the critical requirements for running your company in Singapore. In this blog post, we’ll go over everything you need to know about the Singaporean share registry.

What is a share registry?

As the name implies, the shareholder’s register is one of the several statutory business registers that offer fundamental details on a company’s shareholders. It is sometimes known as a register of members.

It could be a physical or electronic shareholder register book that the firm or a designated third-party share registry service maintains and updates. The information contained in the shareholder register itself should identify the following:

  • Beneficial owners of the business
  • The date each member became a shareholder
  • The date the member stopped being a shareholder
  • Other details we will explain below.

A person cannot legally be regarded as a shareholder of a corporation until their name is listed on this register. This is true even if they have a share certificate from the business. Therefore, all pertinent information must be included and updated often to reflect any changes.

This often updated list includes the name and physical address of a company’s active shareholders. It also includes the quantity of shares held by each individual or corporation.

The share registry may occasionally contain information on all share transactions. This includes the following:

  • Pricing information spanning more than a decade
  • Any limitations on share transfers
  • The occupation details of each shareholder
  • The price per share they paid.

The shareholder register is a particularly relevant and useful tool when selling the company or transferring shares to buyers. In addition, it supports the accountability and transparency principles of corporate governance. This is by acting as evidence of ownership in the business.

In these situations, the legal due diligence procedure will involve searching through all of the company’s records. This verifies the identity of the shareholders and ensures the sellers are qualified to make the purchase.

Singapore requirements for share registry

A shareholder register in Singapore must contain separate sections governing each share class that the corporation issues. It should identify all relevant shareholders alphabetically by last name.

Previously, all of this data was manually recorded into a binder or shareholder registration book. However, it is now easier to maintain an electronic record of this data through share registry experts like Boardroom. Although each shareholder registration has different specifics, all shareholder registers must contain the following information:

  • The names and physical addresses of every shareholder
  • The date on which they were registered as shareholders
  • The date on which they ceased to be shareholders
  • The specifics of the shares they own, including their class and quantity
  • The purchase cost and payment status of each share.

Additionally, the register should properly acknowledge any modifications made after your initial shareholder register entry at the time of formation. These updates may consist of the following:

  • Share issuance
  • Share transfers to new or current members
  • Modifications to personal information like the shareholder’s name or address, among other things.

The name of a company member who stops being a shareholder will be listed on the shareholder’s register for the next ten years. However, the date of the shareholder’s termination should be noted.

Share issuance

The process of generating and allocating additional shares to current or potential shareholders is known as share issuance. Typically, this process is carried out for a number of purposes. This includes attracting new investors, rewarding staff with stock options, or generating more money for corporate expansion.

ACRA (Singapore Registrar of Companies) is adaptable enough to handle a variety of changes in the shares of your business. For instance, you are free to issue additional shares at any time. It only requires you and the other shareholders to pass an ordinary resolution.

Then, you must submit a formal application through the official portal within 14 days to receive ACRA’s return of allocation. You must provide the following information:

  • The share classes that you are offering for sale.
  • Each share allocation’s paid and unpaid sums.
  • The number of shares the business is issuing.
  • The registered address, UEN, and business name of the shareholders in corporations.
  • Each shareholder’s full name, nationality, identity number, and physical address if they are an individual.
  • Each shareholder’s total number of shares, as well as the share classes that correspond to those shares.

Share transfers

In addition to issuing new shares, shareholders have the option to transfer shares amongst themselves. To put it simply, this is the procedure by which one shareholder transfers ownership of their current shares to another. In contrast to share issuance, which entails issuing new shares, share transfers deal with redistributing shares that have already been issued.

Although ACRA permits shareholders to act freely, the company constitution typically controls and governs the entire process. Therefore, you can only transfer shares in accordance with your company’s policies.

Share issuance and transfer are important procedures that need to be carefully planned and carried out in Singapore. These transactions have to abide by the laws established by ACRA, the company’s constitution, and any applicable shareholder agreements.

Comprehending these procedures will help you comply and safeguard the rights of all parties involved. This applies whether you are issuing new shares to raise money or transferring shares to change ownership. Share registry professionals are essential to ensure corporate compliance for your company.

What is the role of a share registrar?

In Singapore, a share registrar keeps track of a business’s statutory registers and documents and ensures the business conforms with regulatory requirements. Here are some of the roles they perform:

  • Observance of regulations: Ensures that your company follows corporate governance norms, stock exchange regulations, and securities laws.
  • Keeping records: Keeps the member’s register and depositor records up to date.
  • Corporate activities: Backs business initiatives such as rights issues, dividend distribution, and mergers and acquisitions.
  • Communicating with shareholders: Interacts with partners and shareholders
  • General gatherings: Organizes proxy votes and prepares and attends yearly general meetings.
  • Distribute certificates: Provides share certificates and protects seals IPO analysis. Also offers IPO advice and analysis.

Singapore companies require share registry services to track, compile, and handle IPO subscriptions.

The bottom line

The shareholder register is a basic document for all businesses in Singapore. It clarifies crucial details regarding a company’s composition and ownership rights.

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