Accounting and Corporate Regulatory Authority (ACRA) is the registrar of companies in Singapore. They primarily review the types of shares in a company, the distribution of shares among shareholders, share capital, and the responsibilities of shareholders. This guide serves as a concise breakdown of the regulations concerning company shares and company shareholders in Singapore.
In Singapore, share capital refers to the money invested into the company by shareholders, in exchange for company shares. A company’s total share capital can be split into two separate categories known as paid-up capital and unpaid capital. This is because ARCA allows companies to legally issue shares without receiving full payment of the share capital.
- Paid-up capital: Money that shareholders have fully paid for a company’s shares.
- Unpaid share capital: None of the money due for issued shares have been paid.
The minimum share capital for all companies registered In Singapore is SGD $1.
| Types of Shares | Description |
|---|---|
| Ordinary Shares | These shareholders are offered dividend rights, voting rights at general meetings, and the license to acquire a fair share of the company’s assets upon dissolution. |
| Non-Voting Shares | These shareholders do not have the right to vote at general meetings. Non-voting shares are usually issued to company employees. |
| Preference Shares | These shareholders receive special rights over ordinary shareholders regarding dividend payments. These shareholders can receive their dividend checks before regular shareholders. |
| Alphabet Shares | This refers to custom-defined categories of shares, determined by the company’s structure. The creation of these share classes (Class A, Class B, Class C) gives different privileges to these shareholders. |
| Management shares | These shares are issued to the business owners or business founders. It often comes with extra voting rights. |
| Redeemable shares | These shares a usually issued with a condition that the company will reclaim and buy back these shares in the future. |
| Deferred shares | Companies will hold off dividend payouts to these shares until the rest of the shares have received its rightful minimum allocation. |
In Singapore, a private limited company must have a minimum of 1 and a maximum of 50 shareholders. Individuals and corporations can register as a shareholder, and 100% company ownership by foreign shareholders is allowed in Singapore. The shares allocated come with rights and privileges, which determine the roles and responsibilities of the company’s shareholders.
A company can issue new shares by simply passing an ordinary resolution along with other shareholders and filing for a return of allotment. This is done through ACRA and BizFile, all within 14 days of issuing the shares. The following list consist of the details required:
Shares can be bought and sold between shareholders; however, this process is governed by the company constitution. After a transfer of shares has taken place, the company must report it by filing a notice of transfer of shares with ACRA using Biz File or report the transfer in the annual returns.
Company shareholders in Singapore usually possess certain privileges due to their share allocations. They include:
| Rights | Descriptions |
|---|---|
| Voting rights | Company shareholders can exercise their voting rights whenever an ordinary resolution is required. |
| Rights to attend meetings | Company shareholders have the right to attend Annual General Meetings (AGMs). The Singapore Company Law states that two or more shareholders who won 10% or more of the company’s share capital can call an Extraordinary General Meeting (EGM). |
| Rights to fair treatment | Under Singapore Companies Act, company shareholders can seek remedy from the government of Singapore if the company or directors’ actions are oppressive and is prejudicial to one or more shareholders. |
| Rights to dividends | The directors of a company can recommend the payment of a fixed amount dividend. The company must pass an ordinary resolution through a shareholder vote. |
| Rights to wind up the company | Company shareholders in Singapore can seek to wind up a company in certain situations:
|
| Rights to assets when winding up | Company shareholders have the rights to company assets if the company winds up. Note that the ordinary shareholders have the last claim. |
Company shareholders hold responsibilities and are expected to:
FAQs
Nope, you must register a company to run your online business.
Yes, you can.
Yes, to incorporate a company in Singapore, you need at least one local resident. As a foreigner, you can appoint a nominee director or get an employment pass.
Some of the popular businesses in Singapore are laundry, online marketing, e-commerce, financial services, cleaning service, content writing and consulting.
