Buying a Company in Singapore: How a Share Purchase Works

Short answer: to buy a Singapore company you buy its shares from the current shareholders under a share purchase agreement. The company itself does not change. It keeps its UEN, bank account, contracts, staff, the licences it holds and, generally, its GST registration. It also keeps its debts, tax history and any disputes. You pay stamp duty of 0.2% on the price or the net asset value, whichever is higher. The company then files the share transfer with ACRA, and the transfer only takes effect once ACRA updates the register of members.

This guide is general information drawn from ACRA, IRAS, MOM, MAS and Singapore Statutes Online, not legal advice. For any share purchase, have a Singapore lawyer and tax adviser review the deal before you sign.

What do you actually get when you buy a company?

You get the whole legal entity. Customers, suppliers and the landlord keep dealing with the same company, so contracts usually don’t need to be assigned one by one. For the full trade-off, see our asset sale vs share sale guide.

The catch is that the company’s past comes with it: unpaid tax, CPF arrears, supplier claims, warranty claims and anything else it owes. The price goes to the selling shareholders, so the company still owes those debts after you take over.

Not every “company for sale” advert is a share sale. On SG Business Mart, a yoga and wellness Pte. Ltd. incorporated in 2022 is offered together with its registered trademark, which is a sale of the company itself. A telemarketing business in Bedok is the opposite: the seller keeps the UEN and the bank account and sells the know-how, customer base and technology. Ask which kind of deal it is before you discuss price.

What should you check before you sign?

You inherit the company’s history, so check at least:

• ACRA records: the company’s business profile on Bizfile, including its current shareholders, directors, share capital and filing history. Confirm the sellers are the registered shareholders.
• Accounts and tax: financial statements, management accounts, income tax and GST filings, and any open IRAS queries. Ask for the filing receipts.
• Debts and claims: loans, guarantees, supplier balances, CPF contributions and any legal claims.
• Contracts: the lease and key customer, supplier or franchise agreements, especially change-of-control clauses.
• Licences and registrations: what the company holds, expiry dates, and any regulator rules on new owners or directors.
• Tax losses: IRAS lets a company carry unutilised losses and capital allowances forward only if it passes a shareholding test, meaning no substantial change in its shareholders. A full buyout usually fails it, so don’t pay for past losses without tax advice.

Our buyer due diligence guide and how to verify a seller’s financials go into more detail.

What goes into a share purchase agreement?

The share purchase agreement (SPA) sets out the shares, the price and how it is paid, the conditions to be met before completion (for example landlord or bank consent), the seller’s warranties about the company, and indemnities for specific risks found in due diligence. ACRA’s transfer of shares guide says shares can be transferred only if they are fully paid and the transfer complies with the company’s constitution, so check the constitution for pre-emption rights or director approval. See do you need a lawyer.

How much stamp duty do you pay on a share purchase?

According to IRAS, the buyer pays the stamp duty. For shares in a private company it is 0.2% of the purchase price or the value of the shares, whichever is higher. The value is generally the net asset value (NAV) from the company’s latest accounts, dated within 24 months of the transfer. If the company owns property, use the property’s market value. So a price set below NAV doesn’t reduce the duty.

IRAS says to stamp the document within 14 days of signing it in Singapore, or within 30 days of receiving it in Singapore if it was signed overseas. The share transfer instrument should be stamped before it is lodged with ACRA. If the company mainly holds residential property in Singapore, additional conveyance duties can apply on top. Check this with IRAS or your adviser.

What must be filed with ACRA after completion?

A director, the secretary or a corporate service provider files these on Bizfile:

• Share transfer: lodge the transfer within 14 days. Under section 126 of the Companies Act, a share transfer in a private company only takes effect when ACRA updates the electronic register of members. ACRA says the filing date is when a person officially becomes, or stops being, a shareholder.
• Directors and secretary: file appointments and resignations within 14 days (ACRA: updating officers and shareholders).
• Registrable controllers: update the company’s register of registrable controllers within seven days after a controller tells it of a change. Then file the change with ACRA’s central register within two business days.
• Next annual return: from 20 October 2026, the filer must confirm that the details ACRA holds on directors, CEO, secretary, auditors and members are accurate.

The company also keeps its existing financial year end and filing deadlines. Our business handover guide covers these filings alongside the practical handover.

Does the company need a local resident director?

Yes. Section 145 of the Companies Act requires every company to have at least one director who is ordinarily resident in Singapore. A director can’t resign if that would leave the company without one; such a resignation is invalid. So if the seller’s resident director is leaving, appoint a replacement resident director at or before completion, then file the changes. If you are buying from overseas, check with ACRA who counts as ordinarily resident.

What happens to the staff, GST, licences, lease and bank account?

Staff. The employer is still the same company, so employment simply continues. MOM’s transfer of employment page lists a transfer of shares as not being a transfer of employment. Existing terms stay in place. Staff can still resign. See taking over staff in a business takeover.

GST. IRAS’s guidance on notifying changes deals with a new GST registration when a business moves from one owner to another. In a share purchase the business doesn’t move, so the company generally keeps its GST registration and number. Confirm this with your tax adviser. Our GST registration guide covers the asset-deal case.

Licences. A licence held by the company usually stays with it, because the licence holder doesn’t change. Some regulators must be told about new directors or controllers, and a few require approval in advance. Our guide to buying a security agency is one example. If a listing such as this BCA-registered electrical company sells mainly on its registrations, ask the regulator in writing how it treats a change of ownership.

Lease. Read the lease for a clause that treats a change in shareholders as an assignment needing landlord consent. For HDB shops, HDB treats it as a substantial change in control when the original shareholders and their next of kin keep less than 51%. See our HDB shop takeover guide.

Bank account. The account stays with the company, but the signatories and mandate have to be changed. MAS Notice 626 requires banks to know their customers, including beneficial owners. Expect checks on the new directors and owners before the bank accepts the new mandate, so start early.

What about shelf or ready-made companies?

A shelf company has been incorporated but never traded. The same filings and stamp duty apply, but you buy a registration and its history, not a business with customers.

Where can you find Singapore companies for sale?

SG Business Mart is a Singapore marketplace, not a broker. Sellers pay for a listing, and buyers deal directly with the owner. Browse professional services businesses, trading and distribution companies or all businesses for sale in Singapore, and ask each seller whether it is a share or asset sale. If you are selling a company, you can list it on SG Business Mart. The listing packages are one-time fees of S$49, S$79 or S$99 per listing. New buyers can start with how to buy a business in Singapore and business valuation in Singapore.

Frequently asked questions

How do I buy a company in Singapore?

Agree terms with the shareholders, carry out due diligence, sign a share purchase agreement, and stamp the share transfer with IRAS. Then file the transfer and any director changes with ACRA on Bizfile. The company keeps its UEN, contracts, licences and liabilities. Only its owners change.

Who pays stamp duty when buying shares in Singapore?

The buyer. IRAS charges 0.2% of the purchase price or the value of the shares, whichever is higher. For a private company the value is generally its net asset value. Stamp the document within 14 days of signing it in Singapore.

When does a share transfer take effect in a private company?

Only when ACRA updates the company’s electronic register of members, under section 126 of the Companies Act. The company should file the transfer on Bizfile within 14 days, after the transfer instrument has been stamped.

Do I inherit the company’s debts if I buy its shares?

The company keeps all its debts, tax liabilities and legal claims, because a share purchase doesn’t change the company. You don’t pay them personally, but they reduce what your shares are worth. That is why buyers rely on due diligence, warranties and indemnities.

Do employees transfer when you buy a company?

They stay employed by the same company on their existing terms. MOM lists a transfer of shares as not being a transfer of employment, so no employee transfer process is needed. Staff can still resign, so plan how to keep key people.

Does the company need a local director after the sale?

Yes. Section 145 of the Companies Act requires at least one director who is ordinarily resident in Singapore. A director’s resignation that leaves no such director is invalid, so appoint a replacement before the seller’s resident director steps down.

Does the GST registration stay with the company?

Generally yes, because the GST-registered company stays the same and only its shareholders change. IRAS’s rules on new GST registration deal with a business moving to a new owner, which is the asset-deal case. Confirm your position with a tax adviser.

Are shelf companies worth buying in Singapore?

A shelf company has been incorporated but never traded. Buying one involves the same share transfer, stamp duty and ACRA filings, but you get a registration and its history rather than a business. Check its filing record before you buy.