Shares in Singapore have **no par value**, and for a private company the electronic register of members maintained by the Registrar is prima facie evidence of legal title. An allotment resolved internally but never filed leaves the allottee off the register that actually matters. The return of allotment is due within **fourteen days**.
Allotment and Issue of Shares
Resolutions, return of allotment and share certificates
Shares in Singapore have no par value, and for a private company the electronic register of members maintained by the Registrar is prima facie evidence of legal title. An allotment resolved internally but never filed leaves the allottee off the register that actually matters. The return of allotment is due within fourteen days.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], UEN [UEN] |
| Allottee | [NAME], [NRIC / FIN / registration number] [NUMBER] |
| Number of shares | [NUMBER] |
| Class | [Ordinary / Preference — series] |
| Consideration per share | S$ [AMOUNT] (no par value — this is simply the price) |
| Total consideration | S$ [AMOUNT] |
| Form of consideration | [Cash / Non-cash — describe / Conversion of a convertible instrument] |
| Consideration received on | [DATE] |
| Date of allotment | [DATE] |
| Return of allotment due by | [DATE] — within 14 days of allotment |
| Pre-emption | [Complied with / Waived by ______ on ______ / Not applicable] |
| Issued shares before | [NUMBER] after: [NUMBER] |
1. Before Allotting
| # | Check | Confirmed |
|---|---|---|
| 1 | The constitution and any shareholders’ agreement permit the allotment on these terms | [Y/N] |
| 2 | Directors have authority to allot, or members’ approval has been obtained | [Y/N] |
| 3 | Pre-emption rights complied with or validly waived in writing | [Y/N] |
| 4 | Any consent or veto right in the shareholders’ agreement obtained | [Y/N] |
| 5 | The class rights are established — in the constitution, not only in a term sheet | [Y/N] |
| 6 | The 50-member limit for a private company will not be exceeded | [Y/N] |
| 7 | No invitation to the public has been made | [Y/N] |
| 8 | Consideration received, or the terms for payment agreed and recorded | [Y/N] |
| 9 | Where non-cash: the consideration described and valued, and the basis recorded | [Y/N] |
| 10 | Anti-dilution or conversion adjustments computed and agreed | [Y/N] |
| 11 | Cap table updated and checked against the register | [Y/N] |
| 12 | Whether the allottee becomes a registrable controller assessed | [Y/N] |
| 13 | Whether the allottee is a nominee shareholder established | [Y/N] |
| 14 | ESOP pool impact considered where the allotment dilutes it | [Y/N] |
2. Resolution
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Par value and share premium were abolished. The consideration is simply the price agreed; there is no nominal value to distinguish from premium, and no share premium account. Documents referring to par value, nominal value or premium are either legacy or imported from another jurisdiction.
The return must be lodged within fourteen days of the allotment. It is the step most often missed in fast-moving financing rounds, where the money arrives, the certificate is issued, and the filing waits for someone to remember. Late filing attracts penalties and leaves the public record wrong.
For a private company, the electronic register of members maintained by the Registrar is prima facie evidence of legal title. A meticulously kept internal register that does not match it is not the operative record. Reconcile the cap table to the Registrar’s register, not the other way round.
A share certificate evidences the holding. It does not create it. Companies sometimes treat issuing the certificate as completing the allotment and leave the filing undone, which inverts what matters.
Where the constitution or shareholders’ agreement gives existing members a right of first refusal on new issues, complying afterwards is not possible. Obtain waivers in writing and keep them with the resolution. This is the most common defect found in due diligence on early-stage companies.
Preference share rights agreed in a term sheet or subscription agreement must be reflected in the constitution before the shares are issued. Issuing "Series A preference shares" where the constitution recognises only ordinary shares creates an inconsistency that is awkward and expensive to unwind at the next round.
Where shares are issued for something other than cash — services, assets, conversion of a loan — the consideration must be described and the basis of valuation recorded. Vague descriptions cause problems at the next financing and in any subsequent tax enquiry.
A private company may not have more than fifty members, excluding employees and former employees who acquired shares while employed and continue to hold them. Companies with a widely distributed option scheme or many small angels can approach this without noticing.
A private company may not invite the public to subscribe for shares or debentures. Broad solicitation, including some forms of online fundraising, can cross this line. Take advice before any offer that is not to identified individuals.
A new holder crossing the significant-interest threshold, or an existing holder being diluted below it, changes the register of registrable controllers, which carries its own central filing obligation. Step 7 makes the review automatic rather than dependent on someone remembering the connection.
Where the allottee holds on behalf of another, the register of nominee shareholders applies and the nominator’s particulars must be recorded. Ask the question at allotment — it is much harder to establish later.
A new shareholder who has not acceded to the shareholders’ agreement is not bound by its transfer restrictions, drag and tag provisions or information rights. Execute the adherence at closing, not as a follow-up item that never closes.
An issue at a lower price may trigger anti-dilution adjustments on existing preference shares or convertible instruments, and may dilute the option pool below what has been promised to employees. Compute both before the allotment, because the numbers frequently change what the round actually delivers.
Cap tables maintained in a spreadsheet drift from the statutory registers, usually by an allotment recorded in one and not the other. Reconciling on every allotment takes minutes; reconstructing several years of drift during a financing does not.
Reflects Singapore law current as of {{DATE OF USE}}. Filing deadlines and forms under the Companies Act 1967, the private company member limit, and requirements on registrable controllers and nominee shareholders all change — have allotments handled by a company secretary, and take legal advice on any issue creating a new class of shares.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.