Section 123 of the Companies Act states that companies have a obligation for Corporate Secretarial  Share Certificate issuance on share allotments and share transfers. So what exactly are, and what responsibilities do companies have regarding Share Certificates?

Corporate Secretarial Obligations for Share Certificates

  • Share certificates act as proof of title for owners of the company’s shares
  • Share certificates shall bear the impression of the company’s common seal. This requirement has since been removed on 31 March 2017 with the Companies (Amendment) Act 2017
      • Common seal requirement has since been replaced with signatures from authorised persons of the Company
      • Signatures from authorised persons of the company may include a director and a secretary of the company; or 2 directors of the company; or a director of the company in the presence of a witness who attests to the signature (For more details, please visit ACRA’s website)
  • Other information to be included on the Share Certificate are as follows:
      • Name of company
      • Company UEN
      • Constitutional authority of the company
      • Registered office address
      • Share Certificate number
      • Name of Shareholder
      • Number of shares allotted
      • Residential address of shareholder
      • Amount paid and class of shares
      • Extent to which shares have been paid up

When should Share Certificates be issued?

Corporate Secretarial Share Certificate issuance should follow the following timelines as provided by the Companies Act:

  • In the case of an allotment, Section 130AE(2) of the Companies Act requires issuance of Share Certificates within 60 days of allotment of shares or debentures
  • In the case of a transfer of shares, Section 132AE(2) of the Companies Act requires Share Certificates to be issued within 30 days after the date of notice of transfer of shares lodged with ACRA pursuant to Section 126(2)/Section 128(1)(a) of the Companies Act

What documents are required for a Transfer of Shares?

  • Share Certificates for the relevant shares to be transferred
  • Complete and register share transfer form with the company
  • Pay the relevant stamp duty for transfer of shares
  • New Share Certificate to be issued to the transferree within 30 days of lodgment of notice of share transfer with ACRA

Sample Share Certificate Template

Sample Share Certificate

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