Do You Pay Tax When You Sell Your Business in Singapore?

Short answer: usually not on the gain itself. Singapore does not tax capital gains, so an owner selling a business they built and ran is generally not taxed on the profit. Tax can still arise in three places: if IRAS sees the gain as trading income, as a balancing charge on equipment sold in an asset sale, and as GST on a business asset sale unless it qualifies as a transfer of a going concern. Stamp duty on a share sale is normally the buyer’s cost.

This guide is general information based on IRAS guidance and Singapore legislation checked on 23 October 2026. It is not legal or tax advice. Ask a Singapore tax adviser to look at your numbers and your deal structure before you agree a price.

Is there capital gains tax when you sell a business in Singapore?

No. Singapore has no capital gains tax. IRAS states that gains from the sale of property, shares and financial instruments in Singapore are generally not taxable, and that profits from buying and selling shares are generally viewed as personal investments.

So if you own shares in your Pte Ltd and sell them to a buyer, the gain is generally a capital gain and not taxed. A one-off sale of a business you have run for years is usually a capital transaction, whoever the seller is.

When can IRAS tax the gain from selling a business?

A gain is taxed when it is income rather than capital. IRAS decides this on the facts using what its e-Tax guide calls the “badges of trade”. The factors it lists include:

• your motive when you bought or started the business or shares;
• how long you owned them;
• how often you make similar transactions;
• why you are selling; and
• how you financed the purchase.

An owner selling a café they ran for eight years looks very different from someone who buys, fixes and sells a business every year. The second pattern can look like trading. If you have sold businesses before, raise this with your adviser early.

Is a company’s gain on selling shares in a subsidiary taxable?

Often not, if it meets a clear test. Section 13W of the Income Tax Act 1947 exempts gains a company makes from disposing of shares in another company, provided the selling company held at least 20% of the ordinary shares for a continuous period of at least 24 months immediately before the disposal. This gives upfront certainty instead of a badges-of-trade argument.

The IRAS e-Tax guide on companies’ gains from disposing of equity investments (fourth edition, 30 September 2025) explains the details:

• The rule applies whether the company being sold is incorporated in Singapore or elsewhere, listed or not.
• For disposals on or after 1 January 2026, qualifying preference shares count too, the 20% can be measured on a group basis, and the earlier end date of 31 December 2027 has been removed.
• It does not apply to insurers taxed under section 26 of the Act, or to the sale of unlisted shares in a company that trades or holds immovable property or has undertaken property development, subject to a narrow exception.
• The company claims it in its tax return and must keep documents showing it qualifies.

If a sale falls outside the rule, the gain is not automatically taxed. IRAS goes back to the usual facts-and-circumstances test. This rule is about companies selling shares. An individual selling their own shares relies on the general position above.

What tax can come up when you sell business assets instead of shares?

In an asset sale, the business itself sells its equipment, stock, contracts and goodwill. That creates one common tax item: the balancing charge.

If the business claimed capital allowances on equipment, IRAS compares the sale price of each asset with its tax written-down value (cost minus allowances already claimed):

• Sold above tax written-down value: the difference is a balancing charge, taxable as income, but capped at the total allowances previously claimed on that asset.
• Sold below tax written-down value: the difference is a balancing allowance, which is tax-deductible.

Example: a kitchen oven bought for S$20,000 might be fully written down for tax. If the sale agreement puts S$8,000 of the price on that oven, the seller may face a balancing charge on that S$8,000. So agree how the price is split across equipment, stock and goodwill, because the split changes the seller’s tax. Trading stock is valued under its own rule in the Act, so ask your accountant how the stock figure will be treated.

In a share sale, none of this hits the selling shareholder: the company keeps its assets and its tax history. Our guide to asset sale vs share sale compares the two structures more widely.

Do you charge GST when you sell your business?

It depends on what you sell and whether you are GST-registered.

Share sale: IRAS lists the issue or sale of shares as an exempt supply, so no GST is charged on the shares.

Asset sale by a GST-registered seller: transferring business assets is normally a taxable supply, and the seller must account for GST. The exception is a transfer of a business as a going concern, which IRAS treats as an excluded transaction with no GST, but only if all of these are met:

• the assets are transferred with a business, not as a mere sale of assets;
• the buyer is put in possession of a business;
• the buyer uses the assets to carry on the same kind of business, and any part sold can operate on its own;
• the business continues after the transfer, apart from temporary closures to get ready; and
• the buyer is already GST-registered or becomes so as a result of the transfer.

Both sides must keep records of each asset transferred and its value. After selling, the seller still files GST returns for periods it was registered, and must apply to cancel registration if it does not expect to make taxable supplies in the next 12 months. Buyers can read the other side in our guide to GST registration after a business takeover.

Who pays stamp duty: share sale or asset sale?

IRAS describes stamp duty as a tax on documents relating to immovable property in Singapore and stocks or shares.

Share sale: duty is 0.2% of the purchase price or the value of the shares, whichever is higher, matching the rate in the First Schedule of the Stamp Duties Act 1929. For private company shares, IRAS takes value as the net asset value. The agreement usually says who pays; if it is silent, the buyer pays. The share transfer must be stamped before signing, or within 14 days of signing in Singapore (30 days after receipt if signed overseas), and before it is lodged with ACRA. Extra duties can apply if the company mainly holds residential property.

Asset sale: equipment, stock and goodwill are not property or shares in this sense. If the deal includes property or a lease, IRAS sets out who pays each duty when the documents are silent. The buyer pays buyer’s stamp duty, the seller pays seller’s stamp duty where it applies, and an incoming tenant pays on a lease assignment with extra payment.

What should you prepare on tax before agreeing a price?

• Your capital allowance schedule: cost and tax written-down value of each asset, so you can see any balancing charge before you agree the price split.
• Your GST position: whether a going-concern transfer is realistic and the buyer will be GST-registered.
• Your share history: how long you, or your holding company, have held the shares and at what percentage.
• A clear tax clause: who pays stamp duty and how the price is allocated, written into the agreement.

This affects what you walk away with; see how much to sell your business for and the steps in selling a business in Singapore.

Where can you sell your business in Singapore?

SG Business Mart is a Singapore marketplace, not a broker. Sellers pay a one-time fee for a listing package (S$49, S$79 or S$99 per listing) and deal with buyers directly, so you keep control of the price and the structure. Buyers browse businesses for sale in Singapore, including F&B businesses, service businesses and trading and distribution companies.

If you are thinking of selling, whether as a share sale or an asset sale, list your business on SG Business Mart and start talking to buyers.

Frequently asked questions

Do I pay capital gains tax when I sell my business in Singapore?

No. Singapore has no capital gains tax. IRAS says gains from selling shares and property are generally not taxable. A gain can still be taxed as income if IRAS sees the sale as trading, based on factors like motive, holding period and frequency.

Is the money I get from selling my company’s shares taxable?

Generally not, if you held the shares as a long-term owner rather than as a trader. IRAS treats profits from buying and selling shares as personal investments in general. Stamp duty on a share sale is normally paid by the buyer.

When is a company’s gain on selling shares exempt?

Under section 13W of the Income Tax Act, when the selling company held at least 20% of the ordinary shares for at least 24 continuous months before the sale. Exclusions apply, such as insurers taxed under section 26 and unlisted property trading, holding or development companies.

What is a balancing charge when selling business assets?

It is tax on equipment sold for more than its tax written-down value, meaning cost minus capital allowances already claimed. The difference is taxable as income, capped at the allowances claimed on that asset. Selling below that value gives a deductible balancing allowance.

Do I charge GST when I sell my business?

Not on a share sale, because IRAS treats the sale of shares as exempt. In an asset sale, a GST-registered seller charges GST unless it is a transfer of a going concern meeting every IRAS condition, including a GST-registered buyer.

Who pays stamp duty when a business is sold?

In a share sale, stamp duty is 0.2% of the price or share value, whichever is higher, and the buyer pays unless the agreement says otherwise. Equipment, stock and goodwill do not attract stamp duty; property and lease documents follow IRAS rules.

Does an asset sale or share sale save the seller more tax?

It depends on your facts. A share sale avoids balancing charges and GST for the selling shareholder. An asset sale can trigger both, but may suit buyers. Model both with a tax adviser before agreeing the structure and price.